HomeMy WebLinkAboutContract 61338DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
CSC No. 61338
TRANSPORTATION AGREEMENT - DISTRIBUTION-07736-00
This Agreement is entered into effective the 1st day of April, 2024 (the "Effective Date").
CUSTOMER: CITY OF FORT WORTH COMPANY: ATMOS ENERGY CORPORATION
FOR NOTICES:
C/O Property Management Department
Utility Administration Section
900 Monroe St., Suite 400
Fort Worth, TX 76102-6319
Attention: Juanita Rigsby
E-Mail: Juanita.rigsby@fortworthtexas.gov
FOR INVOICES:
Accounts Payable
900 Monroe St., Suite 400
Fort Worth, TX 76102-6303
Attention: Juanita Rigsby
E-Mail: Juanita.rigsby@fortworthtexas.gov
QUANTITY: Maximum Transportation Quantities:
MDQ = 750 MMBtu
MHQ = 52 MMBtu
FOR NOTICES:
Atmos Energy Corporation
Attn: Industrial Contract Administration
P. O. Box 223705
Dallas, Texas 75222-3705
E-mail: industrial.contracts@atmosenergy.com
FOR PAYMENTS WIRE TO:
Atmos Energy Corporation Fifth Third Bank
P.O. Box 630872 Routing 042000314
Cincinnati, OH 45263-0872 Acct # 7028967789
Plant Protection Quantity
(Industrial Customers Only)
0 MMBtu/Day
TERM: This Agreement will be effective as of the Effective Date and will, subject to the terms and provisions of this Agreement,
remain in full force and effect for a primary term of six (6) months, and Month to Month thereafter until cancelled by either
parry giving the other party 30 Days' prior written notice. Notwithstanding anything contained in this Agreement to the
contrary, if an imbalance exists on the date of termination hereof between the quantities of Gas received at the Receipt
Point(s) and the quantities of Gas delivered to the Delivery Point(s), then the term of this Agreement will be extended for a
period of time, not to exceed 90 Days, to allow the parry whose deliveries are in arrears to eliminate the imbalance as soon as
reasonably practicable. Termination or cancellation of this Agreement will not extinguish any obligation that accrued before
such termination or cancellation.
DELIVERY POINT: Gas transported by Company hereunder will be delivered to Customer at the point of interconnection between Company's
facilities and Customer's facilities at the outlet of the Meter at 2501 Greenbelt Road in or near Fort Worth, Texas.
Customer's facilities are located inside the city limits: _X Yes No
RECEIPT POINT(S): Gas received by Company for transportation hereunder will be received at the point(s) listed on Exhibit C, attached hereto
and incorporated herein by reference.
RATE SCHEDULES The following Rate Schedules and exhibits apply to the service provided hereunder and are incorporated herein by reference:
AND EXHIBITS: Rate Schedule: Rate T - Transportation, including all applicable riders
Rate Schedule: Definitions
Exhibit A: General Transportation Contract Terms and Conditions
Exhibit B: Pipeline/Distribution Transportation Terms and Conditions
Exhibit C: Receipt Point(s)
�Ft4'
AGREED AND ACCEPTED THIS 26th DAY AGREED AND ACCEPTED THIS DAY
OF 2024 . OF April 920 2024
CITY OF FORT WORTH
By:
Dana Burghdoff (Apr 9, 2024 64W CC
Name: Dana Burandoff
Title: Assistant City Manaqer
ATMOS ENERGY CORPORATION
gnetl M1y:
By. ��ADC33I �e�
Name: Jeffrey S. Knights WDI+
Title: Sr. VP Technical & Operating Services
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
ACCEPTED AND AGREED:
CITY OF FORT WORTH
`7a�s�
By: SuO 2024 C
Dana Burghdoff (Apr 2024 t�� CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By.
Name: Marilyn Marvin
Title: Interim Director, Property Management
ATTEST:
4,pp4vpngIl
,!A � FORt�;o9�d
' .10
By: aaanb ...
Name: Jannette Goodall nnaaa4
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: /CGL
Name: J nita Rigsby
Title: Energy Manager
APPROVED AS TO FORM AND LEGALITY:
By: 14
Name: Christopher Austria
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C 23-0172
Form 1295 Certification No.: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: T — Transportation
APPLICABLE TO: All Customers in the Mid -Tex Division Under REVISION:
the RRM Tariff DATE:
EFFECTIVE DATE: Bills rendered on or after 10/O1/2023 PAGE: 1 of 2
Application
Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly
connected to the Atmos Energy Corp., Mid -Tex Division Distribution System (Customer) for the transportation
of all natural gas supplied by Customer or Customer's agent at one Point of Delivery for use in Customer's
facility.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to service
being furnished.
Monthly Rate
Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and
quantities due under the riders listed below:
Charge
Customer Charge per Meter
First 0 MMBtu to 1,500 MMBtu
Next 3,500 MMBtu
All MMBtu over 5,000 MMBtu
Amount
$ 1,382.00 per month
$ 0.5684 per MMBtu
$ 0.4163 per MMBtu
$ 0.0893 per MMBtu
Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in
accordance with Part (b) of Rider GCR.
Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF.
Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: T — Transportation
APPLICABLE TO: All Customers in the Mid -Tex Division Under REVISION:
the RRM Tariff DATE:
EFFECTIVE DATE: Bills Rendered on or after 10/01/2023 PAGE: 2 of 2
Imbalance Fees
All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined
under the applicable Transportation Agreement and quantities will not be aggregated for any Customer with
multiple Transportation Agreements for the purposes of such fees.
Monthly Imbalance Fees
Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu
between the highest and lowest "midpoint" price for the Katy point listed in Platts Gas Daily in the table
entitled "Daily Price Survey" during such month, for the MMBtu of Customer's monthly Cumulative Imbalance,
as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of
Customer's receipt quantities for the month.
Curtailment Overpull Fee
Upon notification by Company of an event of curtailment or interruption of Customer's deliveries, Customer
will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200%
of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the
table entitled "Daily Price Survey."
Replacement Index
In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Daily in the table entitled
"Daily Price Survey" is no longer published, Company will calculate the applicable imbalance fees utilizing a
daily price index recognized as authoritative by the natural gas industry and most closely approximating the
applicable index.
Agreement
A transportation agreement is required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having
jurisdiction and to the Company's Tariff for Gas Service.
Special Conditions
In order to receive service under Rate T, customer must have the type of meter required by Company.
Customer must pay Company all costs associated with the acquisition and installation of the meter.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: GCR — GAS COST RECOVERY
APPLICABLE TO: All Customers in the Mid -Tex Division REVISION:
except the City of Dallas Customers DATE:
EFFECTIVE DATE: 01/01/2013 PAGE: 1 of 3
Applicable to Rate R, Rate C, and Rate I for all gas sales made by Company, and applicable to Rate R, Rate
C, Rate I, and Rate T for recovery of Pipeline System costs. The total gas cost recovery amount due is
determined by adding the gas cost calculated in Section (a) below and the pipeline cost calculated in Section
(b) below.
The amount due for gas cost (Section (a)) is determined by multiplying the Gas Cost Recovery Factor
(GCRF) by the Customer's monthly volume. For Customers receiving service under Rate R and Rate C,
monthly volume will be calculated on a Ccf basis (to calculate on a Mcf basis divide the monthly volume by
10). For Customers receiving service under Rate I, monthly volume will be calculated on an MMBtu basis and
the quantities will be adjusted as necessary to recover actual gas costs.
The amount due for pipeline cost (Section (b)) is determined by multiplying the Pipeline Cost Factor (PCF) by
the Customer's monthly volume. For Customers receiving service under Rate R and Rate C, monthly volume
will be calculated on a Ccf basis. For Customers receiving service under Rate I and Rate T, monthly volume
will be calculated on an MMBtu basis and the quantities will be adjusted as necessary to recover actual gas
costs.
(a) Gas Cost
Method of Calculation
The monthly gas cost adjustment is calculated by the application of a Gas Cost Recovery Factor (GCRF), as
determined with the following formula:
GCRF = Estimated Gas Cost Factor (EGCF) + Reconciliation Factor (RF) + Taxes (TXS)
EGCF = Estimated cost of gas, including lost and unaccounted for gas attributed to residential,
commercial, and industrial sales, and any reconciliation balance of unrecovered gas costs, divided by
the estimated total residential, commercial, and industrial sales. Lost and unaccounted for gas is limited
to 5%.
RF = Calculated by dividing the difference between the Actual Gas Cost Incurred, inclusive of interest
over the preceding twelve-month period ended June 30 and the Actual Gas Cost Billed over that same
twelve-month period by the estimated total residential, commercial, and industrial sales for the
succeeding October through June billing months. The interest rate to be used is the annual interest rate
on overcharges and under charges by a utility as published by the Public Utility Commission each
December. The interest rate for calendar year 2009 is 2.09%.
Actual Gas Cost Incurred = The sum of the costs booked in Atmos Energy Corp., Mid -Tex Division account
numbers 800 through 813 and 858 of the FERC Uniform System of Accounts, including the net impact of
injecting and withdrawing gas from storage. Also includes a credit or debit for any out -of -period adjustments or
unusual or nonrecurring costs typically considered gas costs and a credit for amounts received as Imbalance
Fees or Curtailment Overpull Fees.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: GCR — GAS COST RECOVERY
APPLICABLE TO: All Customers in the Mid -Tex Division REVISION:
except the City of Dallas Customers DATE:
EFFECTIVE DATE: 01/01/2013 PAGE: 2 of 3
Actual Gas Cost Billed = EGCF multiplied by the monthly volumes billed to Residential, Commercial and
Industrial Sales customers, less the total amount of gas cost determined to have been uncollectible and written
off which remain unpaid for each month of the reconciliation period.
Any amount remaining in the reconciliation balance after the conclusion of the period of amortization will be
maintained in the reconciliation balance and included in the collection of the next RF.
Atmos Energy shall file annual reports with the Commission, providing by month the following amounts: Gas
Cost Written Off. Margin Written Off, Tax and Other Written Off, Total Written Off, Gas Cost Collected and
Margin Collected.
TXS = Any statutorily imposed assessments or taxes applicable to the purchase of gas divided by the
estimated total residential, commercial, and industrial sales.
ADJ = Any surcharge or refund ordered by a regulatory authority, inclusive of interest, divided by the
estimated total residential, commercial, and industrial sales is to be included as a separate line item
surcharge.
(b) Pipeline Cost
Method of Calculation
Each month, a Pipeline Cost Factor (PCF) is calculated separately for each Pipeline Cost Rate Class listed
below. The formula for the PCF is:
PCF = PP / S, where:
PP = (P - A) x D, where:
P = Estimated annual cost of pipeline service calculated pursuant to Rate CGS
D = Pipeline service allocation factor for the rate class as approved in the Company's most recent rate case, as
follows:
Pipeline Cost Rate Class Allocation Factor (D)
Rate R - Residential Service .643027
Rate C - Commercial Service .305476
Rate I - Industrial Service and Rate T - Transportation Service .051497
A = Adjustment applied in the current month to correct for the difference between the actual and estimated pipeline
cost revenue balance, inclusive of interest, for the most recent 12 months ending June 30, calculated by the formula:
A = R - (C - A2), where:
R = Actual revenue received from the application of the PP component for the most recent 12 months ending June
30.
C = Actual pipeline costs for the most recent 12 months ending June 30.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: GCR — GAS COST RECOVERY
APPLICABLE TO: All Customers in the Mid -Tex REVISION:
Division except the City of Dallas DATE:
Customers
EFFECTIVE DATE: 01/01/2013 PAGE: 3 of 3
A2 = The adjustment (A) applied to the PP component for balances from the preceding 12 months
ending June 30.
S = Estimated annual Ccf or MMBtu for the rate class for the current and ensuing billing months ending
June 30.
The PCF is calculated to the nearest 0.0001 cent.
The Pipeline Cost to be billed is determined by multiplying the Ccf or MMBtu used by the appropriate PCF.
The Pipeline Cost is determined to the nearest whole cent.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/01/2022
I. Applicability
PAGE: 1 of 5
Applicable to Residential, Commercial, Industrial, and Transportation tariff customers within the city limits
of cities identified in Exhibit A that receive service from the Mid -Tex Division of Atmos Energy Corporation
("Company"). This Rate Review Mechanism ("RRM") provides for an annual adjustment to the Company's
Rate Schedules R, C, I and T ("Applicable Rate Schedules"). Rate calculations and adjustments required by
this tariff shall be determined on a System -Wide cost basis.
II. Definitions
"Test Period" is defined as the twelve months ending December 31 of each preceding calendar year.
The "Effective Date" is the date that adjustments required by this tariff are applied to customer bills. The
annual effective Date is October 1.
Unless otherwise noted in this tariff, the term Final Order refers to the final order issued by the Railroad
Commission of Texas in GUD 10170 and elements of GUD No. 10580 as specified in Section III below.
The term "System -Wide" means all incorporated and unincorporated areas served by the Company.
"Review Period" is defined as the period from the Filing Date until the Effective Date.
The "Filing Date" is as early as practicable, but no later than April 1 of each year.
III. Calculation
The RRM shall calculate an annual, System -Wide cost of service ("COS") that will be used to adjust
applicable rate schedules prospectively as of the Effective Date. The Company may request recovery of its
total cost of service but will include schedules showing the computation of any adjustments. The annual cost
of service will be calculated according to the following formula:
COS=OM+DEP+RI+TAX+CD
Where:
OM = all reasonable and necessary operation and maintenance expenses from the Test Period adjusted
for known and measurable items and prepared consistent with the rate making treatments approved
in the Final Order. Incentive compensation (Management Incentive Plan, Variable Pay Plan and
Long Term Incentive Plan) related to Atmos' Shared Services Unit will be applied consistent with
treatment approved in GUD 10580. Additionally, O&M adjustments will be incorporated and
applied as modified by a final order, not subject to appeal, issued by the Railroad Commission of
Texas in subselquent rate cases involving the Atmos Mid -Tex or West Texas divisions. Known
and measurable adjustments shall be limited to those changes that have occurred prior to the Filing
Date. OM may be adjusted for atypical and non -recurring items. Shared Services allocation
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/01/2022 PAGE: 2 of 5
factors shall be recalculated each year based on the latest component factors used during the Test
Period, but the methodology used will be that approved in the Final Order in GUD 10580.
DEP = depreciation expense calculated at depreciation rates approved by the Final Order. Additionally, if
depreciation rates are approved in a subsequent final order, not subject to appeal, issued by the
Railroad Commission of Texas for the Mid -Tex division those rates would be applicable for
subsequent RRM filings.
RI = return on prudently incurred investment calculated as the Company's pretax return multiplied by
rate base at Test Period end. Rate base is prepared consistent with the rate making treatments
approved in the Final Order, and as in GUD 10580 as specifically related to capitalized incentive
compensation (Management Incentive Plan, Variable Pay Plan and Long Term Incentive Plan) for
Atmos' Shared Services Unit. However, no post Test Period adjustments will be permitted.
Additionally, adjustments will be incorporated and applied as modified by a final order, not
subject to appeal, issued by the Railroad Commission of Texas in subsequent rate cases involving
the Atmos Mid -Tex or West Texas divisions. Pretax return is the Company's weighted average
cost of capital before income taxes. The Company's weighted average cost of capital is calculated
using the methodology from the Final Order including the Company's actual capital structure and
long term cost of debt as of the Test Period end (adjusted for any known and measurable changes
that have occurred prior to the filing date) and the return on equity of 9.8%. However, in no event
will the percentage of equity exceed 58%. Regulatory adjustments due to prior regulatory rate
base adjustment disallowances will be maintained. Cash working capital will be calculated using
the lead/lag days approved in the Final Order. With respect to pension and other postemployment
benefits, the Company will record a regulatory asset or liability for these costs until the amounts
are included in the next annual rate adjustment implemented under this tariff. Each year, the
Company's filing under this Rider RRM will clearly state the level of pension and other
postemployment benefits recovered in rates.
TAX = income tax and taxes other than income tax from the Test Period adjusted for known and
measureable changes occurring after the Test Period and before the Filing Date, and prepared
consistent with the rate making treatments approved in the Final Order. Atmos Energy shall
comprehensively account for, including establishing a regulatory liability to account for, any
statutory change in tax expense that is applicable to months during the Test Period in the
calculation to ensure recovery of tax expense under new and old income tax rates.
CD = interest on customer deposits.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RATE SCHEDULE: RRM — Rate Review Mechanism
ATMOS ENERGYCORP.,
MID-TEX DIVISION
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/01/2022 PAGE: 3 of 5
IV. Annual Rate Adjustment
The Company shall provide schedules and work papers supporting the Filing's revenue deficiency/sufficiency
calculations using the methodology accepted in the Final Order. The result shall be reflected in the proposed
Order. For the Residential Class, 50% of the increase may be recovered in the customer charge. However,
the increase to the Residential customer charge shall not exceed $0.60 per month in the initial filing and $0.70
per month in any subsequent year. The remainder of the Residential Class increase not collected in the
customer charge will be recovered in the usage charge. For all other classes, the change in rates will be
apportioned between the customer charge and the usage charge, consistent with the Final Order. Test Period
billing determinants shall be adjusted and normalized according to the methodology utilized in the Final
Order.
V. Filing
The Company shall file schedules annually with the regulatory authority having original jurisdiction over the Company's
rates on or before the Filing Date that support the proposed rate adjustments. The schedules shall be in the same general
format as the cost of service model and relied -upon files upon which the Final Order was based. A proof of rates and a
copy of current and proposed tariffs shall also be included with the filing. The filing shall be made in electronic form
where practical. The Company's filing shall conform to Minimum Filing Requirements (to be agreed upon by the
parties), which will contain a minimum amount of information that will assist the regulatory authority in its review and
analysis of the filing. The Company and regulatory authority will endeavor to hold a technical conference regarding the
filing within twenty (20) calendar days after the Filing Date.
A sworn statement shall be filed by an Officer of the Company affirming that the filed schedules are in compliance with
the provisions of this Rate Review Mechanism and are true and correct to the best of his/her knowledge, information,
and belief. No testimony shall be filed, but a brief narrative explanation shall be provided of any changes to corporate
structure, accounting methodologies, allocation of common costs, or atypical or non -recurring items included in the
filing.
VI. Evaluation Procedures
The regulatory authority having original jurisdiction over the Company's rates shall review and render a decision on the
Company's proposed rate adjustment prior to the Effective Date. The Company shall provide all supplemental
information requested to ensure an opportunity for adequate review by the relevant regulatory authority. The Company
shall not unilaterally impose any limits upon the provision of supplemental information and such information shall be
provided within seven (7) working days of the original request. The regulatory authority may propose any adjustments it
determines to be required to bring the proposed rate adjustment into compliance with the provisions of this tariff.
The regulatory authority may disallow any net plant investment that is not shown to be prudently incurred. Approval by
the regulatory authority of net plant investment pursuant to the provisions of the tariff shall constitute a finding that such
net plant investment was prudently incurred. Such finding of prudence shall not be subject to further review in a
subsequent RRM or Statement of Intent filing.
During the Review Period, the Company and the regulatory authority will work collaboratively and seek agreement on
the level of rate adjustments. If, at the end of the Review Period, the Company and the regulatory authority have not
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/01/2022 PAGE: 4 of 5
reached agreement, the regulatory authority shall take action to modify or deny the proposed rate adjustments. The
Company shall have the right to appeal the regulatory authority's action to the Railroad Commission of Texas. Upon the
filing of an appeal of the regulatory authority's order relating to an annual RRM filing with the Railroad Commission of
Texas, the regulatory authority having original jurisdiction over the Company's rates shall not oppose the
implementation of the Company's proposed rates subject to refund, nor will the regulatory authority advocate for the
imposition of a third party surety bond by the Company. Any refund shall be limited to and determined based on the
resolution of the disputed adjustment(s) in a final, non -appealable order issued in the appeal filed by the Company at the
Railroad Commission of Texas.
In the event that the regulatory authority and Company agree to a rate adjustment(s) that is different from the
adjustment(s) requested in the Company's filing, the Company shall file compliance tariffs consistent with the
agreement. No action on the part of the regulatory authority shall be required to allow the rate adjustment(s) to become
effective on October 1. To the extent that the regulatory authority does not take action on the Company's RRM filing by
September 30, the rates proposed in the Company's filing shall be deemed approved effective October 1.
Notwithstanding the preceding sentence, a regulatory authority may choose to take affirmative action to approve a rate
adjustment under this tariff. In those instances where such approval cannot reasonable occur by September 30, the rates
finally approved by the regulatory authority shall be deemed effective as of October 1.
To defray the cost, if any, of regulatory authorities conducting a review of the Company's annual RRM filing, the
Company shall reimburse the regulatory authorities on a monthly basis for their reasonable expenses incurred upon
submission of invoices for such review. Any reimbursement contemplated hereunder shall be deemed a reasonable and
necessary operating expense of the Company in the year in which the reimbursement is made. A regulatory authority
seeking reimbursement under this provision shall submit its request for reimbursement to the Company no later than
December 1 of the year in which the RRM filing is made and the Company shall reimburse regulatory authorities in
accordance with this provision on or before December 31 of the year the RRM filing is made.
To the extent possible, the provisions of the Final Order shall be applied by the regulatory authority in determining
whether to approve or disapprove of Company's proposed rate adjustment.
This Rider RRM does not limit the legal rights and duties of a regulatory authority. Nothing herein shall abrogate the
jurisdiction of the regulatory authority to initiate a rate proceeding at any time to review whether rates charged are just
and reasonable. Similarly, the Company retains its right to utilize the provisions of Texas Utilities Code, Chapter 104,
Subchapter C to request a change in rates. The provisions of this Rider RRM are implemented in harmony with the Gas
Utility Regulatory Act (Texas Utilities Code, Chapters 101-105).
The annual rate adjustment process set forth in this tariff shall remain in effect during the pendency of any Statement of
Intent rate filing.
VII. Reconsideration, Appeal and Unresolved Items
Orders issued pursuant to this mechanism are ratemaking orders and shall be subject to appeal under Sections 102.001(b)
and 103.021, et seq., of the Texas Utilities Code (Vernon 2007).
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/O1/2022 PAGE: 5 of 5
VIII. Notice
Notice of each annual RRM filing shall be provided by including the notice, in conspicuous form, in the bill of each
directly affected customer no later than forty-five (45) days after the Company makes its annual filing pursuant to this
tariff. The notice to customers shall include the following information:
a) A description of the proposed revision of rates and schedules;
b) The effect the proposed revision of rates is expected to have on the rates applicable to each customer class
and on an average bill for each affected customer;
c) The service area or areas in which the proposed rates would apply;
d) The date the annual RRM filing was made with the regulatory authority; and
e) The Company's address, telephone number and website where information concerning the proposed rate
adjustment be obtained.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
ATMOS ENERGY CORPORATION
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO:
EFFECTIVE DATE:
Exhibit A
ACSC Cities
Abilene
Addison
Albany
Allen
Alvarado
Angus
Anna
Argyle
Arlington
Aubrey
Azle
Bedford
Bellmead
Belton
Benbrook
Beverly Hills
Blossom
Blue Ridge
Bowie
Boyd
Bridgeport
Brownwood
Bryan
Buffalo
Burkburnett
Burleson
Caddo Mills
Canton
Carrollton
Cedar Hill
Celeste
Celina
Centerville
Cisco
ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
Bills Rendered on and after 10/01/2022
PAGE: 1 of 3
Clarksville
Fort Worth
Lake Dallas
Cleburne
Frisco
Lake Worth
Clyde
Frost
Lakeside
College Station
Gainesville
Lancaster
Colleyville
Garland
Lavon
Colorado City
Garrett
Lewisville
Comanche
Georgetown
Little Elm
Coolidge
Glenn Heights
Lorena
Coppell
Grand Prairie
Madisonville
Corinth
Grapevine
Malakoff
Crandall
Gunter
Mansfield
Cross Roads
Haltom City
Mckinney
Crowley
Harker Heights
Melissa
Dalworthington Gardens
Haskell
Mesquite
Denison
Haslet
Midlothian
Denton
Hewitt
Murphy
Desoto
Highland Park
Newark
Draper aka Corral City
Highland Village
Nocona
Duncanville
Honey Grove
North Richland Hills
Early
Hurst
Northlake
Eastland
Hutto
Oak Leaf
Edgecliff Village
Iowa Park
Ovilla
Emory
Irving
Palestine
Ennis
Justin
Pantego
Euless
Kaufman
Paris
Everman
Keene
Parker
Fairview
Keller
Pecan Hill
Farmers Branch
Kemp
Plano
Farmersville
Kennedale
Ponder
Fate
Kerens
Pottsboro
Flower Mound
Kerrville
Prosper
Forest Hill
Killeen
Quitman
Forney
Krum
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
ATMOS ENERGY CORPORATION
MID-TEX DIVISION
RATE SCHEDULE: RRM — Rate Review Mechanism
APPLICABLE TO: ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
EFFECTIVE DATE: Bills Rendered on and after 10/01/2022 PAGE: 2 of 3
ACSC Cities (Continued)
Red Oak
Rowlett
Stephenville
Waco
Reno (Parker County)
Royse City
Sulphur Springs
Watauga
Rhome
Sachse
Sweetwater
Waxahachie
Richardson
Saginaw
Temple
Westlake
Richland
Sansom Park
Terrell
Westover Hills
Richland Hills
Seagoville
The Colony
Westworth Village
River Oaks
Sherman
Trophy Club
White Settlement
Roanoke
Snyder
Tyler
Whitesboro
Robinson
Southlake
University Park
Wichita Falls
Rockwall
Springtown
Venus
Woodway
Roscoe
Stamford
Vernon
Wylie
Non -Coalition Cities
Abbott
Bonham
Cumby
Hamlin
Alba
Bremond
Dawson
Hawley
Alma
Bronte
Decatur
Hearne
Alvord
Brownsboro
Deleon
Hebron
Annona
Bruceville-Eddy
Deport
Holland
Anson
Buckholts
Detroit
Holliday
Archer City
Buffalo Gap
Dodd City
Howe
Athens
Byers
Double Oak
Hubbard
Aurora
Caldwell
Dublin
Hutchins
Avery
Calvert
Ector
Impact
Baird
Campbell
Edom
Iredell
Ballinger
Carbon
Emhouse
Italy
Bangs
Cashion Community
Eustace
Itasca
Bardwell
Chandler
Evant
Jewett
Barry
Chico
Fairfield
Josephine
Bartlett
Childress
Ferris
Joshua
Bartonville
Chillicothe
Franklin
Knollwood
Bellevue
Cockrell Hill
Frankston
Knox City
Bells
Coleman
Glen Rose
Kosse
Benjamin
Collinsville
Godley
Kurten
Bertram
Como
Goodlow
Lacy -Lakeview
Blackwell
Cooper
Gordon
Ladonia
Blanket
Copper Canyon
Goree
Lakeport
Blue Mound
Covington
Gorman
Lawn
Blum
Coyote Flats
Grandview
Leona
Bogata
Crawford
Granger
Leonard
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
ATMOS ENERGY CORPORATION
MID-TEX DIVISION
RATE SCHEDULE:
APPLICABLE TO:
EFFECTIVE DATE:
Gustine
RRM — Rate Review Mechanism
ALL CITIES IN THE MID-TEX DIVISION AS IDENTIFIED IN
EXHIBIT A TO THIS RATE SCHEDULE
Bills Rendered on and after 10/O1/2022
Non -Coalition Cities (Continued)
Lexington
Liberty Hill
Lindsay
Lipan
Little River Academy
Llano
Lometa
Lone Oak
Loraine
Lott
Lueders
Mabank
Malone
Manor
Marlin
Maypearl
McGregor
McLendon -Chisholm
Megargel
Meridian
Merkel
Midway
Miles
Milford
Millsap
Mobile City
Moody
Moran
Morgan
Muenster
Munday
Murchison
Nevada
New Chapel Hill
Newcastle
Nolanville
Normangee
Novice
Oak Point
Oakwood
O'Brien Co -Op Gin
Oglesby
Palmer
Paradise
Pecan Gap
Penelope
Petrolia
Pilot Point
Pleasant Valley
Post Oak Bend
Powell
Poyner
Putnam
Quanah
Quinlan
Ravenna
Reno (Lamar County)
Retreat
Rio Vista
Robert Lee
Roby
Rochester
Rosebud
Ross
Rotan
Roxton
Rule
Runaway Bay
Sadler
Saint Jo
San Saba
Sanctuary
Santa Anna
Savoy
Scurry
Seymour
Shady Shores
South Mountain
Southmayd
Stockton Bend
Strawn
Streetman
Sun Valley
Sunnyvale
Talty
Taylor
Teague
Tehuacana
PAGE: 3 of 3
Thorndale
Thornton
Thrall
Throckmorton
Tioga
Toco
Tom Bean
Trent
Trenton
Troy
Tuscola
Tye
Valley Mills
Valley View
Van Alstyne
Walnut Springs
Weinert
West
Whitehouse
Whitewright
Wilmer
Windom
Winters
Wixon Valley
Wolfe City
Wortham
Yantis
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RIDER: Franchise Fee Adjustment
ATMOS ENERGYCORP.,
MID-TEX DIVISION
APPLICABLE TO: Entire Division REVISION:
DATE:
EFFECTIVE DATE: 12/11/2018 PAGE: 1 of 1
Application
Applicable to Customers inside the corporate limits of an incorporated municipality that imposes a municipal franchise
fee upon Company for the Gas Service provided to Customer.
Monthly Adjustment
Company will adjust Customer's bill each month in an amount equal to the municipal franchise fees payable for the Gas
Service provided to Customer by Company. Municipal franchise fees are determined by each municipality's franchise
ordinance. Each municipality's franchise ordinance will specify the percentage and applicability of franchise fees.
From time to time, Company will make further adjustments to Customer's bill to account for any over- or under -recovery
of municipal franchise fees by Company.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RIDER: 11 SUR — Surcharges
APPLICABLE TO: Entire Division
ATMOS ENERGYCORP.,
MID-TEX DIVISION
EFFECTIVE DATE: 12/11/2018 1 PAGE: 1 of 1
Application
Applicable to customer classes as authorized by the state or any governmental entity, a municipality, or a regulatory
authority pursuant to any statute, ordinance, order, rule, contract, or agreement.
Monthly Calculation
Surcharges will be calculated in accordance with the applicable statute, ordinance, order, rule, contract, or agreement.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RIDER: 15 Rider RA — Retention Adjustment
APPLICABLE TO: Entire Division
ATMOS ENERGYCORP.,
MID-TEX DIVISION
EFFECTIVE DATE: 05/24/2005 I PAGE: 1 of 1
RIDER RA - RETENTION ADJUSTMENT
Application
The Retention Adjustment, as determined from time to time, is applicable to Customers taking service under Rate CGS,
Rate PT, and Rate T.
Monthly Rate
Retention percentage for Rate CGS and Rate PT is 1.00% (applied to gas received into Atmos Pipeline — Texas System).
Retention percentage for Rate T is 3.56% (applied to gas received into Atmos Energy Corp., Mid -Tex Division System).
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RIDER: 16
APPLICABLE TO:
EFFECTIVE DATE:
Application
TAX — Tax Adjustment
Entire Division
12/11/2018
ATMOS ENERGYCORP.,
MID-TEX DIVISION
PAGE: 1 of 1
Applicable to Customers taking service under Rate R, Rate C, Rate I, Rate T, Rate CGS, and Rate PT, except for exempt
State Agency Customers, to the extent of state gross receipts taxes only.
Each monthly bill shall be adjusted for state gross receipts taxes imposed by Sections 182.021 - 182.025 of the Texas
Tax Code.
Each monthly bill shall also be adjusted by an amount equivalent to the amount of all applicable taxes and any other
governmental impositions, rentals, fees, or charges (except state, county, city, and special district ad valorem taxes and
taxes on net income) levied, assessed, or imposed upon or allocated to Company with respect to the Gas Service
provided to Customer by Company, and any associated facilities involved in the performance of such Gas Service. Each
monthly bill shall also be adjusted by an amount equivalent to the proportionate part of any increase or decrease of any
tax and any other governmental imposition, rental, fee, or charge (except state, county, city, and special district ad
valorem taxes and taxes on net income) levied, assessed, or imposed subsequent to the effective date of this tariff, upon
or allocated to Company's operations, by any new or amended law, ordinance, or contract.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: 4 Definitions
APPLICABLE TO: Entire Division REVISION: 0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 PAGE: 1 of 3
DEFINITIONS:
AGREEMENT FOR GAS SERVICE. A written contract between Company and Customer under which
Company provides Gas Service.
APARTMENT HOUSE. A building or buildings containing more than four Dwelling Units all of which are
rented primarily for nontransient use, with rental paid at intervals of one week or longer. Apartment House
includes residential condominiums, whether rented or owner occupied.
APPLICANT. A person or entity who requests Gas Service from Company. The inauguration of Gas Service to
an Applicant by Company does not indicate that Company has inspected Customer's gas piping or appliances or
determined the piping and appliances to be safe or adequate.
CITY GATE CUSTOMER. A customer who purchases City Gate Service under Rate CGS.
CODES. Codes governing gas installations.
COMMERCIAL CUSTOMER. A customer who has a North American Industry Classification System Code
beginning with 11, 22 (other than electric generation), 23, 41-46, 48, 49, 51-56, 61, 62, 71, 72, 81, or 91-93 or any
other end -use customer to which no other rate schedule applies.
COMMISSION. The Railroad Commission of Texas.
COMPANY. Atmos Energy Corp., Mid -Tex Division, its successors, and its assigns.
CUSTOMER. An individual, partnership, association, joint venture, corporation, etc., or governmental agency
who is receiving or who is receiving the benefit of gas service at a specified point of delivery.
CUSTOMER'S GAS INSTALLATION. All pipes, equipment, or facilities of any kind on Customer's side of
the Point of Delivery, except Company's metering equipment, used by Customer in taking Gas Service.
DISTRIBUTION SYSTEM. That portion of the Atmos Energy Corp. Gas System that is comprised of
distribution pipelines, Main Lines, and Service Lines that are located on the load side of city gates.
DWELLING UNIT. A room or rooms suitable for occupancy as a residence containing kitchen and bathroom
facilities.
GAS DAY. The period beginning at 9:00 a.m. on one calendar day and ending at 9:00 a.m. on the following
calendar day.
GAS MAINS. Company's distribution pipelines that receive natural gas from city gate stations and transport such
natural gas to Service Lines.
GAS SERVICE. The transportation and provision of natural gas made available by Company at the Point of
Delivery.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: 4 Definitions
APPLICABLE TO: Entire Division REVISION: 0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 PAGE: 2 of 3
INDUSTRIAL CUSTOMER. A customer who has a North American Industry Classification System Code
beginning with 21, 22 (electric generation only), 31, 32, or 33.
LOCAL DISTRIBUTION COMPANY. An entity that operates a retail gas distribution system other than
Atmos Energy Corp., Mid -Tex Division.
MAKE-UP VOLUMES. The quantity of gas specifically and separately nominated by customer and
confirmed by Company to resolve, either in whole or in part, any imbalance under Rate CGS, Rate PT, or Rate
T.
METER. A device, or devices, together with any required auxiliary equipment, for measuring Gas Service.
PIPELINE SYSTEM. That portion of the Atmos Energy Corp. Gas System that provides pipeline
transmission. The Pipeline System is upstream from city gates and feeds into the Distribution System.
POINT OF DELIVERY. Point at which natural gas leaves the Company's facilities. At Company's option,
locations where the gas installation has multiple connections to Company's facilities may be considered one
point of delivery for billing purposes.
RATE SCHEDULE. A statement of the method of determining charges for Gas Service, including the
conditions under which such method applies.
RECEIPT NOMINATION. The daily quantity of gas requested by a shipper to be delivered into the Pipeline
System by the shipper as specified in the associated Transportation Agreement between the shipper and Atmos
Energy Corp., Mid -Tex Division.
REGULATORY AUTHORITY. An incorporated city or town, or an agency of the county, state, or federal
government.
RESIDENTIAL CUSTOMER. Unless otherwise specified in the rate schedule, a customer whose service is
separately and individually metered in an individual private Dwelling Unit or in an individually metered
apartment and who uses natural gas primarily for Residential End Uses and occupies the building.
RESIDENTIAL END USES. Heating, space heating, cooking, water heating, and other similar type uses in a
building or dwelling.
RESIDENTIAL SALES SERVICE. Gas service provided to any customer whose service is separately and
individually metered and who uses natural gas primarily for Residential End Uses and occupies the building.
STATE AGENCY. (A) a department, commission, board, office, or other agency that:
(i) is in the executive branch of state government;
(ii) has authority that is not limited to a geographical portion of the state; and
(iii) was created by the Texas Constitution or a statute of this state;
(B) a university system or institution of higher education as defined by Section 61.003,
Education Code, other than a public junior college; or
(C) a river authority created under the Texas Constitution or a statute of this state.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
TARIFF FOR GAS SERVICE
RATE SCHEDULE: 4 Definitions
APPLICABLE TO: Entire Division
EFFECTIVE DATE: 05/25/2004
ATMOS ENERGYCORP.,
MID-TEX DIVISION
REVISION: 0
DATE: 05/25/04
PAGE: 3 of 3
TEMPORARY GAS SERVICE. Gas Service provided to Customer for a single, continuous period of time,
which is less than twelve consecutive months, except that Gas Service provided during construction activities, even
though provided for a continuous period of time in excess of twelve months, is considered to be Temporary Gas
Service.
TRANSPORTATION SERVICE CUSTOMER. Customers who procure their own gas supplies and for whom
the Company provides delivery service on the Atmos Energy Corp. System.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
EXHIBIT A
GENERAL TRANSPORTATION CONTRACT TERMS AND CONDITIONS
1. Definitions
(a) `Btu" means British Thermal Unit and, where appropriate, the plural thereof.
(b) "Company" means Atmos Energy Corporation, its successors and assigns.
(c) "Cumulative Imbalance" means the absolute value of the difference between the cumulative quantities
of Gas received at the Receipt Point(s) during the term of the applicable Transportation Agreement, less the Retention
Volumes, and the cumulative quantities of Gas delivered at the Delivery Point(s) during the term of the applicable
Transportation Agreement.
(d) "Customer" means the party identified as the "Customer" in the applicable Transportation Agreement.
(e) "Customer's Designee" means the person or entity who owns the facilities at the Receipt Point(s)
through which Gas is delivered to Company under the applicable Transportation Agreement, or who owns the facilities
at the Delivery Point(s) into which Gas is redelivered by Company under the applicable Transportation Agreement,
unless another person or entity is specifically identified by Customer in writing to act as Customer's Designee for the
purposes of the applicable Transportation Agreement.
(f) "Day" means the period beginning at 9:00 a.m. on one calendar day and ending at 9:00 a.m. on the
following calendar day. Unless otherwise noted, all times used in this Transportation Agreement are central clock times.
(g) "Delivery Point(s)" means the point(s) of interconnection between Company's facilities and
Customer's or Customer's Designee's facilities at the outlet of the Meter at Customer's facilities, or Customer's or
Customer's Designee's pipeline, as more specifically identified and set forth in the Transportation Agreement executed
by Customer and Company.
(h) "Electric Generation Customer" means a customer who utilizes the Gas delivered by Company as fuel
to generate electricity at Customer's power plant at or near the Delivery Point.
(i) "Gas" means natural gas produced from gas wells, gas produced in association with oil (casinghead
gas), and/or the residue gas resulting from processing casinghead gas and/or gas well gas.
0) "Heating Value" or "Heat Content" means the total heating value expressed in Btu per cubic foot
(gross heating value) of the Gas delivered under a Transportation Agreement, and will be determined at a temperature of
60 degrees Fahrenheit, saturated with water vapor and under a pressure equivalent to that of 30 inches of mercury at 32
degrees Fahrenheit converted to base conditions of 60 degrees Fahrenheit and a pressure of 14.65 psia and adjusted to
reflect actual water vapor content.
(k) "Industrial Customer" has the meaning contained in Rate Schedule - Definitions.
(1) "Make-up Volumes" means the quantity of gas specifically and separately nominated by Customer and
confirmed by Company to resolve any imbalance under the applicable Transportation Agreement.
(m) "Maximum Daily Quantity" or "MDQ" means the maximum quantity of Gas that Customer may
receive from Company under the applicable Transportation Agreement in the aggregate at the Delivery Point(s) during
any Day, as may be adjusted pursuant to the Rate Schedules applicable to the type of service provided by Company.
(n) "Maximum Hourly Quantity" or "MHQ" means the maximum quantity of Gas that Customer may
receive from Company under the applicable Transportation Agreement in the aggregate at the Delivery Point(s) during
any clock hour, at an instantaneous flow rate over the entire hour.
(o) "Mcf' means 1,000 cubic feet.
(p) "MMBtu" means one million Btu. Additionally, one MMBtu will equal one decatherm, and any
reference to decatherms will equate to MMBtus.
(q) "Month" means the period beginning at 9:00 a.m. on the first Day of a calendar month and ending at
9:00 a.m. on the first Day of the succeeding calendar month.
(r) "Psia" means pounds per square inch absolute.
(s) "Receipt Point(s)" means the point(s) of interconnection between Company's facilities and Customer's
or Customer's Designee's pipeline facilities, as more specifically identified and set forth in the Transportation
Agreement executed by Customer and Company.
(t) "Retention Volumes" means the quantity of Gas retained by Company, as compensation for fuel used,
and for lost and unaccounted for quantities of Gas, equal to the percentage specified in the Rate Schedules applicable to
the type of service provided by Company, as the same may be changed from time to time.
(u) "Transportation Agreement" means the written agreement executed by Customer and Company, which
establishes the rights and obligations of Customer and Company related to natural gas transportation service provided by
Company.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
(v) "Year" means a period of 12 consecutive Months beginning at 9:00 a.m. on the first Day of a calendar
Month and ending at 9:00 a.m. on the same date of each succeeding year during the term of any Transportation
Agreement.
2. Quanti1y
Customer agrees to transport hereunder the entire natural gas requirements at Customer's facilities connected to
the Delivery Point identified on the applicable Transportation Agreement; provided, however, the quantities of Gas to be
transported under any Transportation Agreement will not exceed during any Day the Maximum Daily Quantity, or
during any hour the Maximum Hourly Quantity, as set forth in the applicable Transportation Agreement unless otherwise
mutually agreed by Company and Customer. The calculation of all quantities of Gas received and delivered under any
Transportation Agreement will be on an MMBtu basis for all purposes, including, but not limited to, calculating
imbalance charges and Retention Volumes.
3. Laws and Regulations
(a) Transportation Agreements Subject to Applicable Laws. All Transportation Agreements are subject to
applicable state and federal laws, and orders, directives, rules, and regulations of any governmental body, official, or
agency having jurisdiction over the transportation of Gas under the Transportation Agreement; therefore, Company's
obligations and liabilities under all Transportation Agreement will be limited accordingly.
(b) Intrastate Transportation. Customer's and/or Customer's Designees' facilities utilized for the
delivery and acceptance of Gas under any Transportation Agreement shall not be subject to the Natural Gas Act of
1938, as amended (the "NGA'). Customer and Customer's Designees will take no action nor commit any act of
omission that will subject any transaction under a Transportation Agreement or Company's facilities to jurisdiction
of the Federal Energy Regulatory Commission ("FERC') or any successor governmental agency under the terms of
the NGA. The Gas delivered and accepted under any Transportation Agreement shall not have been nor shall be
sold, transported, or otherwise utilized in a manner that will subject Company to the terms of the NGA. In addition to
and without excluding any remedy Company may have at law or in equity, Customer will be liable to Company for all
damages, injuries, and reasonable expenses Company may sustain by reason of any breach of the provisions of this
paragraph.
4. Nominations
(a) Customer will provide Company with Customer's nomination for the first Day of each Month no later
than 2:00 p.m. on the second business Day prior to the first Day of such Month. Each such nomination will contain
Customer's nominated quantities for the Delivery Point(s) and the Receipt Point(s), designation of the appropriate
contract(s) covering such Gas, and the identity by name and telephone number of individual(s) who have authority to
confirm the nominated Gas quantities at each Receipt Point and Delivery Point. Customer may change nominated
quantities for any business Day, provided such nomination change must be received by Company prior to 11:30 a.m. of
any business Day to be effective the next Day. Intra-day nominations may be made upon mutual agreement of Customer
and Company. If Customer fails to furnish nominations as required above for any Day during the term of any
Transportation Agreement, then Company may suspend transportation service under the applicable Transportation
Agreement for such Day and such interruption of service will not prevent enforcement by Company of any other of its
legal rights or remedies, including imbalance resolutions, nor be construed as a breach of Company's obligations under
any Transportation Agreement. If Customer fails to nominate quantities for three consecutive Months during the term of
any Transportation Agreement, then Company, upon 30 Days' prior written notice to Customer, may terminate the
applicable Transportation Agreement; provided, however, the obligation to make payment for monies due under such
Transportation Agreement will not be extinguished. Company at any time and from time to time and for any specified or
unspecified time period(s), may for operational reasons prorate and/or totally refuse to accept new nominations or honor
then existing nominations at certain then existing Receipt Point(s); however, Company will endeavor to notify Customer
or Customer's Designee of such refusal as soon as practicable. Notwithstanding the foregoing, Customer will not
attempt to utilize the nomination process set forth above to reserve or gain additional pipeline capacity by over
nomination, and in the event Company, in its reasonable discretion, determines that Customer has attempted to do so,
then Company will have the right, with prior notice, to: (i) revise the nomination; or (ii) suspend service under the
applicable Transportation Agreement.
(b) If Customer fails to furnish transportation nominations as required herein for any month during the
term of the applicable Transportation Agreement, and Customer receives Gas from Company at the Delivery Point(s),
then Company may charge Customer for each Day that Customer does not have a confirmed nomination in place, 150%
of difference in the highest and lowest "midpoint" price for the Katy point listed in Platts Gas Daily in the table entitled
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
"Daily Price Survey" for the applicable Month. If Customer fails to furnish transportation nominations as required
herein for any Day or Month, then Customer's transportation nomination for such Day or Month will be deemed to be
zero MMBtu.
5. Imbalances
(a) Customer's Balancing Obligations. Customer will balance, on a simultaneous basis, between the
quantities of Gas received by Company at the Receipt Point(s), less the Retention Volumes and Make-up Volumes, and
the quantities of Gas delivered at the Delivery Point(s). An imbalance will exist under any Transportation Agreement
when, during any designated time period during the term thereof, there is a numerical difference between the quantity of
Gas delivered by Company to Customer at the Delivery Point and the quantity of Gas received by Company from
Customer (or Customer's Designee) at the Receipt Point(s), exclusive of Retention Volumes and Make-up Volumes.
Customer will be solely responsible to monitor actual deliveries and receipts under each Transportation Agreement.
Customer must adjust its nominations, deliveries, and receipts to maintain a simultaneous balance between the quantities
of Gas received at the Receipt Point(s) and the quantities of Gas delivered at the Delivery Point(s), and must notify
Company of any imbalances or situations that may cause imbalances. If Company is unable to receive Gas at any
Receipt Point in the quantities nominated, or deliver Gas at any Delivery Point in the quantities nominated, as provided
for herein, Company will notify Customer as soon as reasonably practicable.
(b) Company will have no obligation, during any designated time period during the term of any
Transportation Agreement, to deliver Gas to Customer under the applicable Transportation Agreement in excess of the
quantity received by Company at the applicable Receipt Point(s), less Retention Volumes and Make-up Volumes, nor
will Company have any obligation, during any designated time period during the term of any Transportation Agreement,
to receive from Customer at the applicable Receipt Point(s) quantities of Gas under any Transportation Agreement that
exceed the quantities of Gas delivered by Company to Customer under such Transportation Agreement, plus applicable
Retention Volumes and Make-up Volumes.
(c) Imbalance Charges. In the event of an imbalance under any Transportation Agreement, Company may
charge Customer the applicable imbalance charges specified in the Rate Schedules applicable to the type of service
provided by Company.
(d) Operational Flow Orders. Upon at least one hour prior notification by Company that operational
conditions exist on Company's system that, in Company's reasonable opinion, may adversely affect service to other
Customers or otherwise impact system integrity (an "Operational Flow Order"), Customer will be responsible to ensure
that quantities of gas delivered at the Delivery Point(s) during each hour are either: i) less than or equal to, or ii) greater
than or equal to the confirmed nominated receipt quantities of gas for such hour at the Receipt Point(s), as notified by
Company.
(e) Company May Restrict Receipts and Deliveries to Maintain Balance. Notwithstanding anything
contained herein or in any Transportation Agreement, Company will always have the total and unrestricted right, but no
obligation whatsoever, to at any time and from time to time restrict, interrupt, or reduce its receipt and/or delivery of Gas
under any Transportation Agreement in order to maintain a simultaneous balance for each Delivery Point or to correct
any prior imbalance under any Transportation Agreement.
(f) Remaining Imbalances after Contract Expires or Is Terminated. Notwithstanding anything contained
herein or in any Transportation Agreement, in the event there is an imbalance in Customer's Imbalance Account at the
end of the term (including any extension of the term for the purpose of eliminating imbalances as required on the
signature page hereof) of the Transportation Agreement, Customer's Imbalance Account will be eliminated as follows:
(i) for under -deliveries by Customer, Company will have the right to invoice Customer for the product of: (a) the
MMBtu in Customer's Imbalance Account and (b) the highest "midpoint" price for the Katy point listed in Platt's Gas
Daily, in the table entitled "Daily Price Survey," published on any Day during the 90 Days preceding the end of the term
of the applicable Transportation Agreement; and (ii) for over -deliveries by Customer that Company is prevented from re-
delivering to Customer during the 90-Day period preceding the end of the term of the applicable Transportation
Agreement as a result of the actions or inaction of Customer or its agents, or for other reasons beyond Company's
reasonable control, Customer will be deemed to have conveyed, assigned, and transferred to Company all right, title, and
interest to such gas, at no cost, fee, or expense to Company. Customer must pay the amount contained in any invoice
issued pursuant to this paragraph within 10 Days after receipt of such invoice, or such longer period as prescribed by
applicable law.
6. Rates
(a) Rates. Customer will receive and pay for Gas transportation service under the terms and conditions of
any Transportation Agreement, commencing with initial deliveries of Gas under the applicable Transportation
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Agreement, and during each Month, at the rates and fees set forth in the applicable Rate Schedule identified in the
applicable Transportation Agreement.
(b) Regulatory Revision. Company's rates and terms and conditions of service may be revised or replaced
from time to time in the future by a Regulatory Authority with jurisdiction. Any such revised or new rates or terms and
conditions of service, when lawfully established, will immediately become effective and be applicable to Gas service
under any Transportation Agreement commencing with Gas delivered upon and after the effective date of such change.
If any new or different rates, and/or terms and conditions of service, that affect any service under any Transportation
Agreement are established by a Regulatory Authority with jurisdiction, such rate(s) and/or terms and conditions of
service will supersede conflicting provisions of the applicable Transportation Agreement. Company will give Customer
notice of any such change, together with a copy of the revised rates and/or terms and conditions of service. Such notice
may be mailed by Company separately or included in Customer's billing statement.
(c) Other Fees. The use of certain Receipt Point(s) may require that Customer also pay a compression fee,
third -party meter fee, and/or additional retention. Any such fee(s) will be charged in addition to all other applicable rates
and fees under any Transportation Agreement and/or Company will retain an additional percentage of such Gas over the
Retention Volumes identified under the applicable Transportation Agreement; provided that Company has notified
Customer of such fee(s) and/or additional retention percentage.
7. Receint Point(s) and Delivery Point(s)
(a) Receipt Point(s). Gas delivered by Customer (or Customer's Designee) to Company under any
Transportation Agreement will be delivered at the Receipt Point(s) identified in the applicable Transportation
Agreement. Notwithstanding anything contained herein to the contrary, in the event it becomes necessary for operational
reasons (as determined by Company in its reasonable opinion), or a change of ownership of specific Receipt Point(s) or
appurtenant facilities, or if, in Company's reasonable opinion, the receipt of Gas from a specific Receipt Point under any
Transportation Agreement ever becomes uneconomical for any reason whatsoever, then Company will have the right (i)
upon 48 hours' prior written notice to Customer, to discontinue the receipt of Gas from any such Receipt Point(s) and/or
(ii) upon 30 Days' prior written notice to Customer, to delete any such Receipt Point(s) from all Transportation
Agreements. Notwithstanding the foregoing, if, in Company's reasonable opinion, it becomes necessary for operational
reasons, Company will have the right, at any time and from time to time, to require Customer to deliver the Gas to be
transported under any Transportation Agreement at Receipt Point(s) located in a particular geographic region(s).
(b) Delivery Point(s). Gas transported by Company under any Transportation Agreement will be delivered
to Customer at the Delivery Point(s) identified in the applicable Transportation Agreement.
(c) Allocations. It is recognized that Gas deliveries from one or more parties other than Customer may
also be received at any particular Receipt Point. If that occurs, Gas received at such Receipt Point may be allocated
among the parties delivering and receiving the Gas. As between Company and Customer, Company will, in its sole
discretion, determine the allocation of all receipts at such Receipt Point, and the resulting quantities received under any
Transportation Agreement. Each party will furnish the other party all data required to accurately account for all Gas
delivered to, and received by, Company at the Receipt Point(s) under any Transportation Agreement.
8. Pressures at Points of Receipt and Delivery
(a) Pressures at Receipt Point(s). Customer (or Customer's Designee) will deliver Gas to Company at the
Receipt Point(s) at pressures sufficient to enter Company's pipeline system at such point(s); provided, however, that
Customer's delivery pressure into Company's system at the Receipt Point(s) may not exceed Company's maximum
allowable operating pressure, as such may vary from time to time, at any such point(s) or cause the pressure at such
point(s) to exceed Company's maximum allowable operating pressure.
(b) Pressures at Delivery Point(s). Company will deliver Gas to Customer or Customer's Designee at the
Delivery Point(s) at Company's operating pressure, as such may vary from time to time.
9. Measurine Equipment and Testine
(a) Metering Party and Non -Metering Party. The Gas delivered to Company at the Receipt Point(s), and
delivered to Customer at the Delivery Point(s), will be measured by measuring devices of standard type, which, unless
otherwise mutually agreed by Customer and Company, will be owned, installed, operated, and maintained by Company
(or its designee). Measurement devices and equipment will be tested and adjusted for accuracy in accordance with
industry standards at the request of either party; provided, however, if Customer requests a test and the applicable
measurement device or equipment is found to be operating within the tolerances set forth herein, then Customer must
reimburse Company for the costs of the test. For the purposes of these General Transportation Contract Terms and
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Conditions, the party metering the Gas, or whose designee meters the Gas, at a particular Receipt Point or Delivery Point
is referred to as the "Metering Party" and the other party is referred to as the "Non -Metering Party."
(b) Additional Facilities. If adequate metering facilities are already in existence at the Receipt and
Delivery Point(s) under any Transportation Agreement, such existing metering facilities will be used for so long as, in
Company's reasonable opinion, they remain adequate and the party having title to such facilities will retain title to such
facilities.
(c) Access to Equipment. The Non -Metering Party may have access to the Metering Party's metering
equipment at all times, to the extent such access does not interfere with the Metering Party's operations, but the
maintenance, calibration, and adjustment thereof will be done only by the employees or agents of the Metering Party.
Records from such metering equipment will remain the property of the Metering Party and must be kept on file by said
party for a period of not less than two Years. However, upon request of the Non -Metering Party, the Metering Party will
make available to the Non -Metering Party quantity records from its metering equipment, together with calculations
therefrom, for inspection and verification, subject to return to the Metering Party within 30 Days after receipt thereof.
(d) Check Meters. The Non -Metering Party may, at its option and expense, install and operate Meters,
instruments, and equipment, in a manner that will not interfere with the Metering Party's equipment, to check the
Metering Party's Meters, instruments, and equipment, but the measurement of Gas for the purpose of any Transportation
Agreement will be by the Metering Party's Meter only, except as hereinafter specifically provided. The Meters, check
Meters, instruments, and equipment installed by each party will be subject at all reasonable times to inspection or
examination by the other party, but the calibration and adjustment thereof will be done only by the installing party.
(e) Meter Tests. At the request of the Non -Metering Party, the Metering Party will give reasonable prior
notice to the Non -Metering Party, or its properly -designated agent, of the time of all tests of the Receipt and Delivery
Point Meter(s) sufficiently in advance of such tests so that the Non -Metering Party may conveniently have its
representatives present; provided, however, that if the Metering Party has given such notice to the Non -Metering Party
and the Non -Metering Party's representative is not present at the time specified, then the Metering Party may proceed
with the test as though the Non -Metering Parry's representative were present.
(f) Meter Errors. Meter measurements computed by the Metering Party will be deemed to be correct
except where the Meter is found to be inaccurate by more than 1%, fast or slow, or to have failed to register, in either of
which cases the Metering Party will repair or replace the Meter. The quantity of Gas delivered while the Meter was
inaccurate or failed to register will be determined by the readings of the Non -Metering Party's check Meter, if installed
and in good operating condition, or by correcting the error if the percentage of error is ascertainable by calibration or
mathematical calculation. If not so ascertainable, then it will be determined by estimating the quantity on a basis of
deliveries under similar conditions when the Meter was registering accurately. Such adjustment or correction will be
made only for the last 'h of the period that has elapsed since the previous test.
(g) Measured Quantities. Measured quantities computed by the Metering Party will be deemed to be
correct except where the Meter quantity, for a specified Month, is found to be inaccurate by the lesser of. (i) 50 MMBtu,
or (ii) 1%, above or below, the quantity previously determined for the specified Month.
(h) Measurement Disputes. In the event of a measurement dispute between Company and Customer under
a Transportation Agreement, the measured quantities computed by the Metering Party will be deemed to be correct and
relied upon for gas imbalance accounting until such dispute is resolved.
(i) Remote Monitoring and Data Acquisition. Company will install, or cause to be installed,
communications equipment to allow for the remote monitoring and Meter data retrieval of metering equipment at all
Delivery Point(s) under any Transportation Agreement. Customer will reimburse Company, within ten days from receipt
of Company's invoice, for any such communications or related metering equipment and associated equipment, and all
labor and overhead expenses attributable to such equipment. Failure to reimburse Company as provided herein, will
allow Company to suspend services with respect to the applicable Delivery Point(s).
10. Measurements
(a) Temperature Measurements. For metering points for which the daily quantity is expected to exceed
5,000 MMBtu per Day, the Metering Party will, at Customer's expense, properly install and operate a device of standard
make to continuously determine or record flowing temperature. The temperature values will be used in Gas
measurement computations. With respect to relative density (specific gravity) of the Gas, such will be determined by (1)
"on -site" sampling and laboratory analysis, or (2) any other method that is of standard industry practice (provided,
however, that either party may at its own expense properly install and operate a recording relative density instrument of
standard make and in this event the relative density as recorded will be used in the Gas measurement computations).
(b) Standards. The Meters for measurement of quantities at the Receipt and Delivery Point(s) will be
installed and operated, and Gas measurement computations will be made, in accordance with current industry standards.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Orifice metering will be performed in accordance with the latest version of A.G.A. Report No. 3 - ANSI/API 2530.
Positive displacement will be performed in accordance with the latest version of ANSI B 109.1, B 109.2, or B 109.3.
Turbine metering will be performed in accordance with the latest version of A.G.A. Report No. 7. Ultrasonic metering
will be performed in accordance with the latest version of A.G.A. Report No. 9. Electronic Gas Measurement (EGM)
will be performed in accordance with the latest version of API Manual of Petroleum Measurement Standards Chapter 21
- Flow Measurement Using Electronic Metering Systems. The unit of measurement of Gas will be 1,000 cubic feet at a
base pressure of 14.65 psia and a temperature base of 60 degrees Fahrenheit. Meter measurements will be computed by
the Metering Party into such units in accordance with the Ideal Gas Laws for quantity variations due to metered pressure
and corrected for deviation using average values of recorded relative density and flowing temperature, or by using the
calculated relative density determined by the method mentioned in paragraph (c) below. In no circumstance will the
average value of flowing temperature be determined for a period of less than one Day.
(c) Heating Value and Relative Density. The average heating value (Btu) and relative density of the Gas
delivered under any Transportation Agreement by either party may be determined by the use of recording instruments of
standard type, which may be installed and operated by the Metering Party at the metering point, or at such other point or
points as are mutually agreeable to both parties; provided, however, if there is no Btu/relative density instrument at a
particular Receipt or Delivery Point specified in the applicable Transportation Agreement, then the heating value and
relative density of the Gas at such point may be determined by "on -site" sampling and laboratory analysis or other
reasonable industry standard methods.
(d) Measurements Made Only While Gas Flowing. In Gas measurement computations the determinations
for the average values for Meter pressure, relative density, and flowing temperature values will be determined only
during periods of time when Gas is actually flowing through the Meter(s).
(e) Gas Industry Standards. Gas industry standards are in the process of being developed by the North
American Energy Standards Board, subject to FERC approval. To the extent that Company reasonably deems it
necessary, from time to time and at any time, to implement any or all of such standards, Company will have the right to
add such standards hereto and/or modify or change the provisions contained herein in order to effect such changes if
such changes do not have a material adverse effect on the rights of Customer under any Transportation Agreement.
11. Quali1y
(a) Quality. Each party will deliver to the other party under a Transportation Agreement Gas that is of
merchantable quality and is commercially free from water, hazardous substances, hydrocarbon liquids, bacteria, and
other objectionable liquids, solids, and/or Gas components. In addition, the Gas delivered by each party under a
Transportation Agreement will specifically contain not more than:
(i) 0.05% oxygen,
(ii) five grains of total sulphur consisting of not more than '/4 grain of hydrogen sulphide and one grain of
mercaptan sulphur per 100 cubic feet of Gas,
(iii) 2% by volume of carbon dioxide,
(iv) 4% by volume total non -hydrocarbon and inert gases, and
(v) seven pounds of water vapor per one million cubic feet of Gas; provided, however, if Customer tenders
Gas for transportation upstream of a dehydration plant, Company may, at its option, waive Customer's
obligation to deliver dehydrated Gas, subject to Company's continuing right to withdraw such waiver
at any time in the future.
The Gas will be at temperatures not in excess of 120 degrees Fahrenheit nor less than 40 degrees Fahrenheit, provided
that the Gas will have a hydrocarbon dew point not to exceed 40 degrees Fahrenheit at the delivery pressure, and will
have a heat content of not less than 950 nor more than 1,100 Btu per cubic foot under the conditions of measurement
contained herein. Company will not be obligated to accept any Gas delivered by Customer (or Customer's Designee)
under any Transportation Agreement that is not interchangeable with other Gas in Company's pipeline at the Receipt
Point(s) listed in such Transportation Agreement. Company's determination of such interchangeability will be based
upon a factor that is equivalent to the quotient obtained by dividing the total heating value of such Gas, expressed in Btu,
by the square root of the specific gravity of such Gas. Such factor must be within f7% of the interchange factor
established by Company for its system at the Receipt Point(s).
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
(b) Quality Violations. If at any time the Gas fails to meet the quality specifications enumerated herein,
then the parry receiving such Gas will notify the party delivering such Gas, and the delivering party will immediately
correct such failure. If the delivering party is unable or unwilling to deliver Gas according to such specifications, the
party receiving such Gas may refuse to accept delivery of Gas under the applicable Transportation Agreement for so long
as such condition exists.
(c) Amendment of Quality Provisions. Notwithstanding anything contained herein, Company reserves the
right, at any time and from time to time, to unilaterally amend, on a nondiscriminatory basis, the quality specifications
set forth above upon giving Customer at least 30 Days' prior written notice of any such change(s).
12. Additional Facilities
If new or additional facilities or equipment are required to effectuate the receipt or delivery of Gas under any
Transportation Agreement, then Customer will reimburse Company, within ten Days from the date of receipt of
Company's invoice, for any tap valves, metering facilities, Meter equipment, pipelines, and associated equipment, and
all labor, overhead expenses and applicable taxes, attributable to the installation of such equipment. If the invoiced
amount is not paid when due, then Customer will pay interest at the lesser of 18% per annum or the lowest legal rate of
interest (provided that if Customer is a State Agency, as defined in Section 2251.001 of the Texas Government Code,
then Customer will pay interest in accordance with Texas Government Code Section 2251.025 or Section 2251.026,
whichever is applicable). Failure of Company to receive total reimbursement within ten Days of Customer's receipt of
Company's invoice, or such later date as prescribed by applicable law, will allow Company to suspend and/or terminate
any Transportation Agreement with respect to the service requiring new or additional facilities.
13. Taxes
(a) Reimbursement for Taxes. Customer will pay Company, by way of reimbursement, all Taxes paid by
Company with respect to the transportation service and any other service provided under any Transportation Agreement,
and that may be related to any associated facilities involved in the performance of any Transportation Agreement. If any
such Taxes are paid by Company to any governmental authority that are calculated based upon the value of or price paid
for the Gas transported under any Transportation Agreement, then Customer will notify Company of the purchase price
of such Gas to enable Company to calculate and pay all such fees and taxes to appropriate governmental authorities in a
timely manner. If Customer fails or refuses to notify Company of the purchase price of such Gas within 30 Days from
the date the related transportation service is provided, then Company will estimate the purchase price of such Gas in
accordance with the provisions of any applicable franchise ordinance, or, in the absence of such a franchise ordinance,
Company will have the right to pay such fees and taxes and to be reimbursed by Customer based upon the Actual Gas
Cost Incurred by Company, as defined in Rider GCR - Gas Cost Recovery, for the relevant period.
In any event, Customer will indemnify Company for, and hold Company harmless from, any and all claims,
demands, losses, or expenses, including attorneys' fees, which Company may incur as a result of Customer's failure or
refusal to disclose the purchase price of Gas transported under any Transportation Agreement.
(b) Definition of Taxes. The term "Taxes" as used herein means all taxes and fees levied upon and/or paid
by Company [other than ad valorem, capital stock, income or excess profit taxes (except as provided herein), general
franchise taxes imposed on corporations on account of their corporate existence or on their right to do business within
the state as a foreign corporation, and similar taxes], including, but not limited to, municipal franchise fees, and street
and alley rental fees set out in franchise ordinances, street crossing agreements, or licenses. "Taxes" also includes any
other taxes, fees, or charges levied, assessed, or made by any governmental authority on the revenue of Company under
any Transportation Agreement, or the act, right, or privilege of selling, transporting, handling, or delivering Gas. Such
taxes or fees are based upon the quantity, volume, heat content, value, sales price of the Gas, purchase price of the Gas,
transportation fee payable under any Transportation Agreement, and any other fee, charge, cost reimbursement, tax
reimbursement, or payment under any Transportation Agreement, including any applicable federal income tax imposed
as a result of the reimbursement of the cost of the installation of facilities and equipment at the Delivery Point(s) or
Receipt Point(s) under the terms of the applicable Transportation Agreement.
(c) Sales and Use Tax. Texas sales and use tax will also be collected by Company on behalf of the State,
as well as any other taxes required by law. However, Company will not collect the sales tax for the State if Customer
provides Company with a valid sales tax exemption certificate.
14. Billine. Accounting. and Renorts
(a) Invoices. On approximately the 15th Day of each Month, Company will render to Customer a
statement for the preceding Month showing the quantity of Gas delivered at the Receipt Point(s) and Delivery Point(s)
during such preceding Month; the amount of compensation due to Company under the applicable Transportation
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Agreement, including tax reimbursement and any imbalance payments due under such Transportation Agreement; other
reasonable and pertinent information that is necessary to explain and support the same; and any adjustments made by
Company in determining the amount billed.
(b) Payments. Customer will pay to Company, on or before the loth Day after receipt of Company's
statement (or such later date as prescribed by applicable law), the amount set forth in Company's statement.
Notwithstanding anything contained in any Transportation Agreement, Company will have the right to require that all
payments be made by electronic funds transfer. To assure proper credit, Customer should designate the company name,
invoice number, and amount being paid in the Fedwire Text Section. If the amount contained in any statement is not
paid when due, then Customer will pay interest at the lesser of 18% per annum or the highest legal rate of interest
(provided that if Customer is a State Agency, as defined in Section 2251.001 of the Texas Government Code, then
Customer will pay interest in accordance with Texas Government Code Section 2251.025 or Section 2251.026,
whichever is applicable, and if Customer is a federal Customer, then Customer will pay interest in accordance with
applicable federal law); provided, however, no interest will accrue on unpaid amounts when failure to make payment is
the result of a bona fide dispute between the parties regarding such amounts (and Customer timely pays all amounts not
in dispute) unless and until it is ultimately determined that Customer owes such disputed amount, whereupon Customer
will pay Company that amount, plus interest computed back to the original payment due date, immediately upon such
determination.
(c) Audit. Each party will have the right at all reasonable times to examine the records of the other party
to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant
to any of the provisions in any Transportation Agreement. If any such examination reveals any inaccuracy in such
billing theretofore made, the necessary adjustments in such billing and payment will be made; provided, that no
adjustments for any billing or payment will be made for any inaccuracy claimed after the lapse of 25 Months from the
rendition of the invoice relating thereto.
(d) Credit -Worthiness. If the credit worthiness or financial responsibility of Customer should, in
Company's reasonable opinion, ever become unsatisfactory, then Company will notify Customer and upon request by
Company at any time and from time to time during the term of any applicable Transportation Agreement, Customer will
deposit with Company: (i) such amount of money requested by Company, (ii) a letter of credit in a form acceptable to
Company from a financial institution acceptable to Company in an amount requested by Company, or (iii) a corporate
guarantee in a form acceptable to Company from a creditworthy entity, to guarantee the payment of statements and
invoices under the applicable Transportation Agreement, as well as any possible imbalances under such Transportation
Agreement. Upon the termination of the applicable Transportation Agreement, any money so deposited, less any amount
due Company by Customer, will be refunded to Customer.
15. ResDonsibility
Customer will be deemed to be in control and possession of the Gas transported under any Transportation
Agreement and be responsible for, and will hold Company harmless from, any damage or injury caused thereby until the
same has been delivered to Company at the Receipt Point(s) and after such Gas has been delivered at the Delivery
Point(s), except for injuries and damages caused by the negligence or other fault of Company. Company will be in
control and possession of the Gas transported under any Transportation Agreement and be responsible for, and will hold
Customer harmless from, any damage or injury caused thereby after receipt of the Gas at the Receipt Point(s) and until
such Gas has been delivered to Customer (or for its account) at the Delivery Point(s), except for injuries and damages
caused by the negligence or other fault of Customer.
16. Title--Warrantv & Indemnity
Customer warrants to Company that at the time of delivery of Gas to Company under any Transportation
Agreement Customer will have good title or the right to deliver such Gas, and that such Gas will be free and clear of all
liens and adverse claims. Customer will indemnify Company, with respect to the Gas delivered by it, against all suits,
actions, debts, accounts, damages, costs (including attorneys' fees), losses, and expenses arising from or out of any
adverse claims of any and all persons to or against said Gas. Company warrants to Customer that Company will take no
action to jeopardize Customer's title to the subject Gas.
17. Waiver of Breaches. Defaults. or Rights
No waiver by either Customer or Company of any one or more breaches, defaults, or rights under any
provisions of any Transportation Agreement will operate or be construed as a waiver of any other breaches, defaults, or
rights, whether of a like or of a different character. By providing written notice to the other party, either party may assert
any right not previously asserted under any Transportation Agreement or may assert its right to object to a default not
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
previously protested. Except as specifically provided herein, in the event of any dispute under any Transportation
Agreement, the parties will, notwithstanding the pendency of such dispute, diligently proceed with the performance of
the applicable Transportation Agreement without prejudice to the rights of either party. Nothing contained in this
paragraph will have the effect of waiving the applicable statute(s) of limitation.
18. Remedv for Breach
Except as otherwise specifically provided in these Transportation Contract Terms and Conditions or any
applicable Transportation Agreement, if either party fails to perform any of the covenants or obligations imposed upon it
in any Transportation Agreement (except where such failure is excused thereunder as a result of a force majeure event),
then the other party may, at its option (without waiving any other remedy for breach), by notice in writing specifying
wherein the default has occurred, indicate such parry's election to terminate the applicable Transportation Agreement by
reason thereof; provided, however, that Customer's failure to pay Company within a period of ten Days following
Customer's receipt of written notice from Company advising of such failure to make payment in full within the time
specified previously herein, will be a default that will give Company the right to immediately terminate the applicable
Transportation Agreement, unless such failure to pay such amounts is the result of a bona fide dispute between the
parties regarding such amounts under the applicable Transportation Agreement and Customer timely pays all amounts
not in dispute. With respect to any other matters, the party in default will have 30 Days from receipt of such notice to
remedy such default, and upon failure to do so, the applicable Transportation Agreement will terminate from and after
the expiration of such 30-Day period. Such termination will be an additional remedy and will not prejudice the right of
the party not in default to collect any amounts due it under the applicable Transportation Agreement for any damage or
loss suffered by it and will not waive any other remedy to which the party not in default may be entitled for breach of the
applicable Transportation Agreement.
19. Force Maieure
(a) Suspension of Performance. In the event either party is rendered unable, wholly or in part, by an event
of force majeure to carry out its obligations under any Transportation Agreement, except the obligation to pay monies
due under such Transportation Agreement, on such party's giving notice and reasonably full particulars of such event of
force majeure, in writing or by fax, to the other party within a reasonable time after the occurrence of the cause relied on,
the obligations of the party giving such notice, so far as they are affected by such event of force majeure, will be
suspended during the continuance of any inability so caused, but for no longer period, and such cause will, so far as
possible, be remedied with all reasonable dispatch.
(b) Definition of Force Majeure. The term "force majeure" as used herein, means acts of God; strikes,
lockouts, or other industrial disturbances; acts of terrorism, acts of the public enemy, wars, blockades, insurrections, civil
disturbances, riots, and epidemics; landslides, lightning, earthquakes, fires, storms, floods, and washouts; arrests, orders,
directives, restraints, and requirements of the government and governmental agencies, either federal or state, civil or
military; any application of governmental conservation or curtailment rules and regulations; explosions, breakage, or
accident to machinery or lines of pipe; shutdowns of lines of pipe for inspection, maintenance, or repair; freezing of lines
of pipe; and any other causes, whether of the kind enumerated or otherwise, not reasonably within the control of the
party claiming suspension. The settlement of strikes or lockouts will be entirely within the discretion of the party having
the difficulty, and that the above reasonable dispatch will not require the settlement of strikes or lockouts by acceding to
the demand of the opposing party when such course is, or is deemed to be, inadvisable or inappropriate in the discretion
of the party having the difficulty.
(c) Balancing Obligations Remain. Notwithstanding the foregoing, an event of force majeure will in no
way terminate Customer's obligation to balance quantities of Gas under the applicable Transportation Agreement or
make payment for quantities delivered prior to such event of force majeure.
20. Miscellaneous
(a) Notices. All notices, requests, demands, statements, and payments provided for in any Transportation
Agreement must be given in writing directed to the party to whom given, and mailed to or delivered at such party's
address set forth in the applicable Transportation Agreement or at such address as each party may by like notice give to
the other. Such mailed notices will be deemed to have been given when deposited in the United States mail (first class,
registered, or certified), postage prepaid, or in the case of hand delivery, when delivered to a representative of either
party by a representative of the other party. Either party may submit operational communications at the e-mail address
set forth in the applicable Transportation Agreement and Customer and Company will be responsible to monitor the
applicable e-mail address for any such communications. Any such communications sent by Company to such e-mail
address will be deemed received by Customer when sent by Company unless Customer has previously notified Company
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
in writing of any change to Customer's designated e-mail address. If Company's e-mail system is not operational at the
time an operational communication is to be sent, then Company may make the operational communication by utilizing
any reasonable alternative means then available to Company, including, without limitation, electronic pager, telephone,
facsimile, telegraph, etc., and such communication will satisfy the notice requirements of this paragraph.
(b) Assignment. All Transportation Agreements will be binding upon and inure to the benefit of Customer
and Company and their respective successors and assigns; provided, however, that no Transportation Agreement may be
transferred or assigned by Customer without the prior written consent of Company, which consent will not be
unreasonably withheld, and any purported transfer or assignment without such consent will be null and void and will not
operate to release Customer's obligations under the applicable Transportation Agreement.
(c) Entirety. Each Transportation Agreement, including any referenced Rate Schedules and attached
exhibits, constitutes the entire agreement between Customer and Company covering the subject matter thereof, and there
are no agreements, modifications, conditions, or understandings, written or oral, express or implied, pertaining to the
subject matter thereof that are not contained therein.
(d) Modifications. Modifications of any Transportation Agreement will be effective only upon the mutual
execution of appropriate amendments thereto by duly authorized representatives of Customer and Company.
(e) Headings. The captions or headings preceding the various parts of these Transportation Contract
Terms and Conditions and any Transportation Agreement are inserted and included solely for convenience and will
never be considered or given any effect in construing any Transportation Agreement or any part of any Transportation
Agreement, or in connection with the intent, duties, obligations, or liabilities of the parties.
(f) Third -Parties. Each Transportation Agreement is entered into solely for the respective benefit of
Company and Customer and nothing contained in any Transportation Agreement, either express or implied, will be
interpreted or construed as conferring any rights, remedies, or claims under or in respect to any Transportation
Agreement or any provision thereof upon any other person or entity, other than the successors or assigns of Customer
and Company.
(g) Joint Preparation. No provision of any Transportation Agreement is to be construed against or to be
interpreted to the disadvantage of Customer or Company by any court or other governmental or judicial authority by
reason of Customer or Company having or being deemed to have prepared, structured, or dictated such provision.
(h) Confidentiality. Subject to the open records laws that may be applicable to Customer, Company and
Customer will keep the terms and provisions of each Transportation Agreement confidential and not disclose them to any
third parties. If disclosure is sought through process of a court, a government or a city, state, or federal regulatory
agency, the party from whom disclosure is sought will resist disclosure through all reasonable means and will
immediately notify the other party to allow it the opportunity to participate in such proceedings. However, Customer and
Company will have the right to make such disclosures, if any, to governmental agencies and to their attorneys, auditors,
accountants, and shareholders, who will in turn maintain its confidentiality. Company and Customer will cooperate to
maintain confidentiality and to attempt to obtain a reasonable protective order or agreement to maintain that
confidentiality under circumstances in which disclosure becomes necessary.
(i) CHOICE OF LAW. EACH TRANSPORTATION AGREEMENT IS GOVERNED BY AND WILL
BE CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO
ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF TEXAS. ANY LAWSUIT INVOLVING ANY
TRANSPORTATION AGREEMENT BROUGHT BY CUSTOMER OR COMPANY WILL BE BROUGHT ONLY IN
TARRANT COUNTY, TEXAS, WHETHER SUCH LAWSUIT BE BROUGHT IN FEDERAL OR STATE COURT.
NEITHER CUSTOMER NOR COMPANY MAY RAISE ANY DEFENSE OR OBJECTION OR FILE ANY MOTION
BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, INCONVENIENCE OF THE FORUM,
OR THE LIKE IN ANY CASE FILED IN A FEDERAL OR STATE COURT IN TARRANT, TEXAS.
0) Counterparts. Any Transportation Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which will constitute one and the same agreement.
(k) Service Regulations. Company's Service Regulations on file with the applicable Regulatory
Authorities are applicable to all Customers receiving service under a Transportation Agreement, except to the extent
there is a conflict between the applicable Transportation Agreement and Company's Service Regulations, in which case
the provisions of the Transportation Agreement will control.
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
EXHIBIT B
PIPELINE/DISTRIBUTION TRANSPORTATION TERMS AND CONDITIONS
1. Capitalized Terms
Capitalized terms contained in these Pipeline/Distribution Transportation Terms and Conditions are defined
in Company's General Transportation Contract Terms and Conditions.
2. Subiect Matter
Subject to the terms and conditions of the applicable Transportation Agreement, Company will receive Gas
from Customer (or its designee) at the Receipt Point(s), will transport such Gas, and will deliver such Gas to
Customer (or its designee) at the Delivery Point(s), provided such gas is ultimately used at Customer's industrial
facilities or power plant, unless otherwise agreed by Company. In no event will the transportation provided under
any Transportation Agreement be used to satisfy any part of Customer's needs that could be classified as
"Commercial," under Company's customer classification criteria, unless otherwise agreed by Company.
3. Priority of Service
(a) Interruptible Service. Company's receipt and delivery of all gas quantities under the applicable
Transportation Agreement will be on a wholly interruptible basis and subject to: (i) the most efficient and economic
utilization of Company's pipeline capacity as determined by Company in its reasonable discretion, (ii) pipeline
capacity necessary to serve existing or future sales customers under tariffs filed with applicable Regulatory
Authorities, (iii) the provisions of Company's curtailment program approved by the applicable Regulatory
Authority, and (iv) the other terms and conditions contained in the applicable Transportation Agreement.
(b) Curtailment and Interruption. When notified by Company to do so, Customer will curtail,
interrupt, reduce, limit, terminate, or discontinue the use of Gas transported under the applicable Transportation
Agreement in conformity with the service priority provided for herein. In the event of any curtailment, interruption,
reduction, limitation, termination, or discontinuation of service under any Transportation Agreement, Company
personnel may enter Customer's premises and physically turn off the Gas or reduce the quantity of Gas serving
Customer's industrial facilities or power plant, and no one other than Company's personnel will thereafter be
permitted to increase the quantity of Gas or turn the Gas back on. Company personnel will follow all Customer's
safety procedures and protocols while on Customer's premises, except to the extent such procedures and protocols
conflict with Company's safety procedures and protocols.
(c) Customer's Indemnification in Event of Curtailment or Interruption. Customer assumes any and
all risks, including, but not limited to, lost profits, damaged or destroyed facilities, lost or damaged production,
damaged or destroyed machinery and/or equipment, and the failure of a facility of Customer and/or Customer's
business due to a curtailment, interruption, reduction, limitation, termination, or discontinuation of Customer's
transportation under any Transportation Agreement.
4. Plant Protection Service
If Customer is an Industrial Customer, then Customer may elect to receive Plant Protection transportation
quantities during each Day during the term of any Transportation Agreement by specifying the applicable Plant
Protection Quantity in the applicable Transportation Agreement. Customer will pay to Company, for Plant
Protection transportation service, in addition to the charges set forth in Rate Schedule: Rate T - Transportation or
Rate Schedule: Rate PT - Pipeline Transportation, whichever is applicable, a monthly charge calculated by
multiplying the Plant Protection Quantity specified in the applicable Transportation Agreement times $0.9988,
whether such quantities of Gas are actually transported by Customer or not. The term "Plant Protection" has the
meaning set forth in Texas Administrative Code ("TAC"); Title 16; Part 1; Chapter 7; Subchapter D; Rules;
§7.455." For measurement, accounting, and billing purposes, if Customer has elected to receive Plant Protection
transportation service, the last quantities of Gas delivered each Day under the applicable Transportation Agreement
will be deemed to be Plant Protection transportation Gas.
"End of Exhibit B"
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
EXHIBIT C
RECEIPT POINTS)
Any and all then active Pooling Stations on the Company's Pipeline System.
"End of Exhibit U
M&C', Review Page I of 2
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FRT!I
Create New From This M&C
REFERENCE **M&C 23- 21VCWRF BIOSOLIDS &
DATE: 2/28/2023 NO.: 0172 LOG NAME: ALLIANCE FW NATURAL
GAS SUPPLY CONTRACT
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 5 and CD 7 / Future CD 5 and CD 10) Authorize the Execution of a
Natural Gas Supply Agreement through an Interlocal Cooperative Agreement with the
Texas General Land Office for the Village Creek Water Reclamation Facility Biosolids
Drum Drying Facility and Authorize an Amendment to the Alliance Fort Worth
Maintenance Facility Transportation Facility Agreement with Atmos Energy Corp, Mid -Tex
Division to include a Delivery Point for the Village Creek Water Reclamation Facility
Biosolids Drum Drying Facility
RECOMMENDATION:
It is recommended that the City Council:
Authorize the execution of a natural gas supply agreement through an Interlocal Cooperative
Agreement with the Texas General Land Office for the Village Creek Water Reclamation
Facility Biosolids Drum Drying Facility with a contract term to end March 2024; and
Authorize an amendment to the current Alliance Fort Worth Maintenance Facility
Transportation Agreement with Atmos Energy Corp, Mid -Tex Division (City Secretary
Contract No. 46579) to include a delivery point for the Village Creek Water Reclamation
Facility Biosolids Drum Drying Facility located at 2501 Greenbelt Rd, Fort Worth, TX 76118-
7606.
DISCUSSION:
The City of Fort Worth's (City) contract with Synagro of Texas -CDR, Inc. (City Secretary Contract No.
53332), included construction of the biosolids drum drying facility. The new drum dryer requires
natural gas service, and by the terms of the contract with Synagro, natural gas costs are the
responsibility of the City.
Currently, natural gas supply from Atmos Energy is supplied at a commercial rate with Synagro of
Texas -CDR, Inc. (Synagro) as its customer for the City's biosolids drum drying facility. The City
reimburses Synagro for the natural gas expense under the commercial rate account. Under the terms
of City Secretary Contract No. 53332, if during the course of the contract, the City finds a provider that
can provide natural gas at a lower cost than the current provider, Synagro will be obligated to use the
City's identified vendor. Also, the City can elect to arrange to have the commodity contract account
name transferred from Synagro to the City in order to obtain the lower commodity costs as well as tax
savings.
Due to the high cost of natural gas supply under Synagro's commercial rate account, City staff worked
with consultants; Acclaim Energy Advisors LTD. (City Secretary Contract No. 53781), for natural gas
procurement needs including; transitioning the natural gas account to the City, reclassifying the drying
facility from the commercial rate to a transportation rate classification; including as a transportation
delivery point, and securing a short-term natural gas supplier agreement for the Village Creek Water
Reclamation Facility Biosolids Drum Drying Facility.
City staff recommends negotiating a short-term natural gas supply contract with the Texas General
Land Office (GLO) to end March 2024 for the Village Creek Water Reclamation Facility Biosolids Drum
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30798&councildate=2/28/2023 2/20/2024
M&C', Review
DocuSign Envelope ID: AD84B778-C44D-43AA-9323-EF2D8E489A19
Page 2 of 2
Drying Facility. The short-term contact will end coterminous with the majority of supply associated with
the current natural gas sales agreement for the Alliance Fort Worth Maintenance Facility.
City staff intends to pursue a natural gas sales agreement through Request for Proposals (RFP) for
both facilities shortly after execution of the short-term agreement for the Synagro facility providing an
opportunity to combine natural gas volumes to issue a more comprehensive request for proposals to
various suppliers in the near future. The ability to issue an RFP when combining the Dryer facility and
Alliance airport consumption requirements will be more attractive to suppliers and will enhance the
City's ability to obtain more favorable contract terms and natural gas prices in today's volatile natural
gas market for both facilities.
The short-term savings expectations for the biosolids drum drying facility when comparing historical
costs and expected future consumption, yields approximate commodity savings of $30,000.00 per
month. Furthermore, the execution of this new agreement will allow the city to better manage
expenditure through potential strategic hedges for the majority of the facilities' requirements.
Funding is budgeted in the Gas Utility Service account in the Alliance Maintenance Facility Fund and
the Water & Sewer Fund for the Property Management and Water Departments.
The Alliance Fort Worth Maintenance Facility is located in COUNCIL DISTRICT 7 / Future COUNCIL
DISTRICT 10
The Village Creek Water Reclamation Facility Biosolids Drum Drying Facility is located in COUNCIL
DISTRICT 5 / Future COUNCIL DISTRICT 5
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the Alliance Maintenance Facility fund and
the W&S Capital Projects Fund for the VCWRF Biosolids Mgmt & Reuse project. Prior to an
expenditure being incurred, the Property Management Department and the Water
Department; respectively, have the responsibility to validate the availability of funds.
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manaaer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity I Budget Reference #
Year (Chartfield 2)
Program Activity Budget Reference #
Year (Chartfield 2)
Dana Burghdoff (8018)
Steve Cooke (5134)
Juanita Rigsby (8518)
Amount
Amount
21VCWRF BIOSOLIDS & ALLIANCE FW NATURAL GAS SUPPLY CONTRACT Combined
FID.xlsx (CFW Internal)
21 VCWRF BIOSOLIDS & ALLIANCE FW NATURAL GAS SUPPLY CONTRACT funds
availabilitv.Ddf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=30798&councildate=2/28/2023 2/20/2024