HomeMy WebLinkAboutContract 46579 CITY SECRtETAW �� ^7
CONTRACT N0.
TRANSPORTATION AGREEMENT—DISTRIBUTION-06909-00
Fab►-vary D&6 li�_
This Agreement_is entered into effective the 1st day of44emb,2015(the"Effective Date").
CUSTOMER: CITY OF FORT WORTH COMPANY: ATMOS ENERGY CORPORATION
FOR NOTICES: FOR NOTICES:
Housing and Economic Development Atmos Energy Corporation
1000 Throckmorton Street Attn: Industrial Contract Administration
Fort Worth,Texas 76102 P.O.Box 223705
Attention: Mr.Jay Chapa Dallas,Texas 75222-3705
Fax: 1 7- _?9 a-- `7 3o2�
E-Mail: ,SSU; nc�u�a ' r rc E-mail: industrial.contracts@atmosenergy.com
tai- ,/�mus�� :
FOR INVOICES: FOR PAYMENTS WIRE TO:
c/o Hillwood Properties
13600 Heritage Trace Parkway,Suite 200 Atmos Energy Corporation Bank of America
Fort Worth,Texas 76177 P.O.Box 841425 Routing 026009593
Attention:Mr.Barney Herl Dallas,Texas 75284-1425 Acct#3756617812
Fax: 5 '7- as Y 666-(
E-Mail: barnLoV . ke 1 (5� t1,11 Vjc%)J erw.
QUANTITY: Maximum Transportation Quantities: Plant Protection Quantity
(Industrial Customers Only)
MDQ=1,225 MMBtu 0 MMBtu/Day
MHQ= 75 MMBtu
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 one year,and Month to Month thereafter until cancelled by either party
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 party 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 2000 Eagle Parkway 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 byFO
AND EXHIBITS: Rate Schedule:Rate T-Transportation,including all applicable riders XRate Schedule:DefinitionsExhibit A:General Transportation Contract Terms and Conditions �
Exhibit B:Pipeline/Distribution Transportation Terms and Conditions
Exhibit C:Receipt Point(s) s
Cl) Oft i
rn AGREED AND ACCEPTED THIS/2//-DAY AGREED AND ACCEPTED THIS AY ,
OF _ 6/tt,�t^y ,201 .6- OF me, 201 . ®rM
v
CITY OF FORT WORTH ATMOS ENERGY CO RATION
01
c
Os By: frr�ndv Cosf,�, By:
j Name: Nerr�a n --O 65't-C, Name: Dennis Gordon
Title: /�SSt3�✓l4' Ctlf r �'lG � r Title: Sr.Vice President Q� ®��!y
�p \ �^ ® a o
j G 1(f�LJ A§ T o
A D LEGAUTY: Attestod . $ OX
°
ASSIST y CITY ATTORNEY N yser, City S exA
Nm W c �Q�)
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: T—Transportation
APPLICABLE TO: All Customers in the Mid-Tex Division except REVISION:
the City of Dallas and unincorporated areas DATE:
EFFECTIVE DATE: Bills rendered on or after 06/01/2014 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 Amount
Customer Charge per Meter $675.00 per month
First 0 MMBtu to 1,500 MMBtu $0.2807 per MMBtu
Next 3,500 MMBtu $ 0.2056 per MMBtu
All MMBtu over 5,000 MMBtu $0.0441 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).
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: T—Transportation
APPLICABLE TO: All Customers in the Mid-Tex Division except REVISION:
the City of Dallas and unincorporated areas DATE:
EFFECTIVE DATE: Bills Rendered on or after 06/01/2014 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.
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: 12/04/2012 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 Mcf basis. 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 an Mcf 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.
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: 12/04/2012 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 monthly 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 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.
t
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: 12/04/2012 PAGE:3 of
C =Actual pipeline costs for the most recent 12 months ending June 30.
A2 = The adjustment (A) applied to the PP component for balances from the preceding 12 months
ending June 30.
S = Estimated annual Mcf 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 Mcf or MMBtu used by the appropriate PCF.
The Pipeline Cost is determined to the nearest whole cent.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Divison REVISION:
except the City of Dallas customers DATE:
and Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE: I of 6
RIDER RRM - RATE REVIEW MECHANISM
Applicability
Applicable to Residential, Commercial, Industrial, and Transportation tariff customers in the Mid-Tex Division
of Atmos Energy Corporation ("Company") except such customers within the City of Dallas. 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.
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 June 1. The 2013 filing Effective Date is October 15, 2013.
Unless otherwise noted in this tariff, the term "Final Order"refers the final order issued by the Railroad
Commission of Texas in GUD 10170.
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 March 1 of each year with the exception of 2013,
which shall have a Filing Date of July 15, 2013.The last annual Effective Date is June 1, 2017.
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 annual cost of service will be
calculated according to the following formula:
COS = OM + DEP + RI +TAX + CD—ADJ
Where:
OM = all reasonable and necessary operation and maintenance expenses from the
Test Period adjusted for known and measurable items and prepared
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Division REVISION:
except the City of Dallas customers DATE:
and Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE: 2 of 6
consistent with the rate making treatments approved in the Final Order.
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 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.
DEP = depreciation expense calculated at depreciation rates approved by the Final Order.
RI = return on 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, except that no post Test
Period adjustments will be permitted. 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) and the return on equity from the Final Order..
However, in no event will the percentage of equity exceed 55%. 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 measurable changes occurring after the Test Period and before
the Filing Date, and prepared consistent with the rate making treatments
approved in the Final Order.
CD = interest on customer deposits.
ADJ = Downward adjustment to the overall, System-Wide test year cost of service in
the amount of$3,000,000.00, adjusted by a percentage equal to the total
percentage increase in base-rate revenue sought pursuant to this tariff.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Division REVISION:
except the City of Dallas and DATE:
Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE:3 of 6
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
new rates to be established for the effective period. The Revenue Requirement will be apportioned to
customer classes in the same manner that Company's Revenue Requirement was apportioned in the Final
Order. For the Residential Class, 40% of the increase may be recovered in the customer charge. The
increase to the Residential customer charge shall not exceed $0.50 per month in any given year.The
remainder of the Residential Class increase not collected in the customer charge will be recovered in the
usage charge. The Company will forgo any change in the Residential customer charge with the first proposed
rate adjustment pursuant to this tariff. 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.
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 ten (10) calendar
days after the Filing Date.
The 2013 Filing Date will be July 15, 2013.
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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Divison REVISION:
except the City of Dallas customers DATE:
and Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE:4 of 6
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 this 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 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 June 1.To the extent that the regulatory authority does not take action on the
Company's RRM filing by May 31,the rates proposed in the Company's filing shall be deemed approved
effective June 1. (2013 filing RRM rate will be effective October 15, 2013 if no action is taken).
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 reasonably occur
by May 31, the rates finally approved by the regulatory authority shall be deemed effective as of June 1.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Division REVISION:
except the City of Dallas customers DATE:
and Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE: 5 of 6
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 August 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 August
30 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.
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).
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:
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider RRM—Rate Review Mechanism
APPLICABLE TO: All areas in the Mid-Tex Division REVISION:
except the City of Dallas customers DATE:
and Unincorporated
EFFECTIVE DATE: 10/15/2013 PAGE:6 of 6
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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: 15 Rider RA—Retention Adjustment
APPLICABLE TO: Entire System REVISION: 0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 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).
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: Rider FF—Franchise Fee Adjustment
APPLICABLE TO: Entire System REVISION:
DATE:
EFFECTIVE DATE: 11/01/2008 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. Franchise Fees to be assessed solely to customers within
the municipal limits. This does not apply to Environs customers.
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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: 16 Rider TAX—Tax Adjustment
APPLICABLE TO: Entire System REVISION:0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 PAGE: 1 of 1
RIDER TAX-TAX ADJUSTMENT
Application
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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RIDER: 11 Rider SUR—Surcharges
APPLICABLE TO: Entire System REVISION:0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 PAGE: 1 of 1
RIDER SUR-SURCHARGES
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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: 4 Definitions
APPLICABLE TO: Entire System 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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE:4 Definitions
APPLICABLE TO: Entire System 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.
TARIFF FOR GAS SERVICE ATMOS ENERGYCORP.,
MID-TEX DIVISION
RATE SCHEDULE: 4 Definitions
APPLICABLE TO: Entire System REVISION: 0
DATE: 05/25/04
EFFECTIVE DATE: 05/25/2004 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.
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 begin m.ng 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.
(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. Quantity
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
"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
MMI3tu 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
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. Receipt 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. Measuring Equipment and Testing
(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
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 Party'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 V2 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 MM Btu,
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.
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 B109.1, B109.2, or BI09.3.
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. Quality
(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).
(b) Quality Violations. If at any time the Gas fails to meet the quality specifications enumerated herein,
then the party 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 Governmental Entity, 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, to the extent allowed under Texas Law, 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. Billing,Accounting,and Roorts
(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
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 10th 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 Governmental Entity, 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. Responsibilitv
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--Warranty&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, to the extent allowed under Texas Law, 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
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. Remedy for Breach
Ekcept as otherwise specifically provided in these Transportation Contract Terns 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 party'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 Majeure
(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
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
DALLAS 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 DALLAS COUNTY,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.
EXHIBIT B
PIPELINEMISTRIBUTION 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. Subject 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 transportsuch 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. Customer will, to the extent allowed under Texas Law,
indemnify and hold Company harmless from and against any and all damages, costs, losses, and expenses
(including reasonable attorneys' fees)that may be sustained by Customer due to any claim,demand,suit,or
action brought against Company (whether or not the claim, demand, suit, or action is found to be valid)by
any person or entity arising out of, resulting from, or connected, in whole or in part, with, a curtailment,
interruption, reduction, limitation, termination, or discontinuation of the transportation of Gas under the
terms of any Transportation Agreement,except to the extent such damages,losses, and expenses result from
the gross negligence or willful misconduct of Company.
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 the Order in Gas Utilities Docket No.496. 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.
EXHIBIT C
RECEIPT POINT(S)
Any and all then active Pooling Stations on the Company's Pipeline System.
CUSTOMER USE AND ACCESS AGREEMENT
This Customer Use and Access Agreement(this "Agreement") is dated this 0_day of T-6*rv" ,2015, and is entered
into,by and between: City of Fort Worth("Customer"),and Atmos Energy("Company").
1. Grant of License. Company hereby grants to Customer a revocable, limited, non-transferable license to view information
contained on Company's intemet-based website(the"Website"),including measurement information related to Customer's contracted-for natural gas
transportation and other services provided to Customer by Company, and other relevant information concerning such services,and to communicate
information concerning such services to Company. Customer is responsible for providing the computer hardware, software, and intemet access
necessary to properly utilize the Website.
2. Account. As soon as reasonably practicable after execution of this Agreement and the submission by customer of a completed
Customer Website Account Request Form, Company will issue Customer a user name and password ("Account")unique to each authorized user,
which will allow Customer to access the Website.Customer must complete a Customer Website Account Request Form for each employee or agent
authorized to access and use the Website. Any agent of Customer given access to the Website via the Account must be appointed by Customer
specifically for such purpose,in writing executed by Customer and Customer's agent and provided to Company prior to requesting and/or disclosing
Account information to the agent. Customer will implement reasonable measures to protect the confidentiality of the Account and Customer must
immediately notify Company,in writing,of any unauthorized disclosure or use of the Account. Upon termination of this Agreement,Customer must
immediately erase, or render unusable and inaccessible, the Account information residing on any computers of Customer. An Account that is
inactive for 90 days will be automatically suspended and Customer must, thereafter, contact Company if Customer desires that the suspended
Account be reinstated. Periodically,Company will delete inactive Accounts. Deleted Accounts may require completion of a new Customer Website
Account Request Form to re-enable Website access. Customer should request an individual ID for each person intending to access the Website.
Customer may only request or provide an Account to its employees or agents. Company reserves the right to invalidate Customer's Account at any
time in the event Customer breaches any provision of this Agreement,and Customer fails to cure the breach within 24 hours after notification of such
breach.
3. Use of Website. Customer will be solely responsible for any and all acts or omissions with respect to access and use of the
Website by any authorized or unauthorized person using an Account. Customer agrees,on behalf of itself and any user of the Account,to attempt to
access only the data on the Website that Customer is authorized to access under the provisions of this Agreement,and to use the Website solely for
lawful purposes authorized under this Agreement. All attempts to access the Website,whether successfully or unsuccessfully, may be recorded by
Company.
4. Indemnity. Customer agrees to indemnify, defend, protect, and hold harmless Company, and each of its officers,
directors, agents, and employees against all losses, expenses, and liabilities resulting from,arising out of,or in any way connected with the
use of the Website by Customer,or any of its agents or employees.
5. No Warranties. Information on the Website is provided as is,without warranty of any kind,either express or implied,including
but not limited to,the implied warranties of merchantability and fitness for a particular purpose, and Company makes no representations regarding
the accuracy, completeness, or reliability of text, graphics, links, and other items accessed from or via the Website. Company assumes no
responsibility for errors or omissions in the materials contained on the Website. Information on the Website may contain technical inaccuracies or
typographical errors. Information may be changed or updated without notice. Company may also make improvements and/or changes in the
Website,or terminate the Website in whole or in part,at any time without notice to Customer. Customer understands that data on the Website may
be in a raw,or unprocessed,form. Company assumes no liability,and it is solely Customer's responsibility to protect itself against,viruses,worms,
trojan horses and other items of a destructive nature that may be communicated over the internet.
6. Limitation of Liability. Under no circumstances shall Company or any of its officers, directors, employees, subsidiaries,
agents, or parents be held liable for any damages, whether direct, punitive, incidental, indirect, special, or consequential damages, and
including,without limitation, lost revenues or lost profits arising from or in connection with the use, reliance on, or performance of the
information on the Website.
7. Term. This Agreement will be effective as of the date first indicated above and will continue in full force and effect until
terminated by either party with at least ten days prior written notice to the other party.
8. Miscellaneous.
a. All notices required or permitted under this Agreement must be either: (i)in writing and hand delivered or forwarded
by United States mail and sent to the parties at the addresses specified by the relevant party from time to time-,or(ii)sent via electronic
mail to the parties at the electronic mail address specified by the relevant party from time to time. Any notices sent pursuant to this
Agreement will be deemed to have been received upon deposit in the U.S. Mail, if mailed, or immediately upon transmission of the
electronic mail message. To the extent Customer utilizes the Website to transmit and receive system notices under any natural gas
transportation agreements, facilities construction agreement, or any other agreement with Company, then the notice provision of such
agreement shall be deemed to be satisfied if such notice is delivered pursuant to the procedures set forth in this paragraph.
b. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of
the State of Texas,without regard to conflicts of law provisions.
C. This Agreement and the obligations of the parties are subject to all present and future valid laws,either state or federal,
with respect to the subject matter hereof, and to all other valid present and future laws, rules, orders, and regulations of governmental
authorities having jurisdiction.
IN WITNESS WHEREOF,this Agreement has been executed by the authorized representatives of the parties.
CITY OF FORT WORTH ATMOS E GY CORPORA ION
B By:
Printed Name: r r c a,. c( (_/- ,, ' -, Printed Name: Dennis Gordon
Title: S e, (� i i 1L .<: F ." Title: Sr.Vice President
APPROVE13 A5
MO-� 4EQAI.I�
R
Request Type:
❑ Add
❑ Delete
❑ Modify
Atmos Energy Corporation
Customer Website
Industrial Account Request Form
Customer(Company Name) "
V JG/"+-t-1 IAh a vac e PW A-1 1�1-F',
DUNS Number - F-
Representativer
Email AddressPhone Number
czrn h�� ( l(urc:x,d , ,?,7—
Mailing Address, FSG �+��c Aw Lk-, 20C� Fax Number
City. f (ti ,(' L— State Zip
Please note all fields in the section above are required to setup an account
Atmos Energy Use Only
ATMOS ENERGY-OUA#
Received Date: Contract Admin Approved:
Group: T System Admin Approved:
User ID: Account Setup:
Initial PW: Account Info Sent
sew Ombra 1,moa
r'
�O 2015
Atmos Energy Corp.,
Attn: Transportation Contract Administration
P. O. Box 223705
Dallas, Texas 75222-3705
Re: Limited Agency Authorization
Ladies and Gentlemen:
Please be advised that City of Fort Worth, Texas, (Customer) hereby appoints Atmos Energy Marketing,
LLC (Agent) as its limited a ent with authority to act on its behalf in regards to the following functions
effective o to
1. Agent is hereby authorized to obtain any information which Atmos Energy Corporation (Atmos
Energy) would otherwise release to Customer, which includes, but is not necessarily limited to, all
transportation rates to Customer, all information concerning historic transportation gas to Customer,
all available tax rate information with respect to the transportation of natural gas to or for Customer,
and any other information or document copies in the possession of Atmos Energy which pertain to
Customer's transportation of natural gas via Atmos Energy. Said authorization expressly excludes
pricing-related information of any other third party supplier of Customer.
2. Agent is authorized to make nominations of natural gas volumes on Customer's behalf in accordance
with Customer's transportation agreement(s) with Atmos Energy. Such nominations will be based
upon Customer's historical usage and/or written or verbal instructions received by Agent directly
from Customer.
3. Agent may have access to the most timely information possible with respect to Customer's daily and
monthly usage and/or transportation volumes, provided, however, Customer and Agent recognize that
it is Customer's responsibility to maintain a balance between receipts and deliveries, which includes
the responsibility to know the amount of gas that is consumed at Customer's facility and the amount
of gas that is delivered to Atmos Energy's system on Customer's behalf. Atmos Energy provides
certain volume information as a customer 'service, however, unavailability or changes to such
information will not constitute a waiver.of imbalance penalties or fees.
4. Customer and Agent recognize that this agency agreement does not relieve Customer of Customer's
responsibilities pursuant to Customer's transportation agreement(s). Any imbalances created by
Agent on Customer's transportation agree<ment(s) shall be Customer's responsibility to correct.
Moreover, if any transportation imbalances are resolved through Agent's pooling agreement with
Atmos Energy and Agent fails or refuses to satisfy its imbalance obligations under such pooling
agreement, then Customer will be responsible for its pro rata share of the quantity of Agent's
imbalance, based on the quantity of gas transported to Customer during the applicable period in
which the imbalance was incurred and the total quantity of gas transported under Agent's pooling
agreement with Atmos Energy during such period. In such event, it will be deemed that Customer
has incurred an imbalance equivalent to such pro rata quantity, and Customer will be responsible to
resolve such imbalance in accordance with Customer's transportation agreement(s).
This Limited Agency Authorization shall become effective from the date written above and shall remain
in full force and effect until terminated by Customer or Agent upon ten (10) days' prior written notice;
provided that Atmos Energy will have the right to reject this Limited Agency Authorization at any time in
the event that Atmos Energy, in its reasonable discretion, determine that Agent will not be capable of
fulfilling all of its agency obligations hereunder. Notice information for said parties is set forth below:
Agent Customer
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Attn: Henry Day
Senior Management Analyst
Phone: Phone: 817-392-6376
Fax: Fax: 817-392-7328
Email: henry.day@fortworthtexas.gov
Copy to:
Barney Herl, Property Manager
Hillwood Properties
13600 Heritage Parkway, Suite 200
Fort Worth,Texas 76177
Phone: 817-224-6020
Email: barney.herl@hillwood.com
Sincerely,
Fernando Costa
(Print Name)
Assistant Civ Manager
(Title)
APPROVED�G�IN:
FORM
q STA CITY ATTaRNEY