Exhibit 10.3
Southern Star Central
Gas Pipeline, Inc.
0000 Xxxxxxxxx Xxxxxx
X.0. Xxx 00000
Xxxxxxxxx, XX 00000
270/852-5200
TA813
August 8, 2003
Xx. Xxxx Xxxxxxxx
Kansas Gas Service Company,
A Division of ONEOK, Inc.
000 X.X. Xxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
Dear Xx. Xxxxxxxx:
Reference is made to the Transportation Agreement (Agreement) dated
October 1, 1994, between Southern Star Central Gas Pipeline, Inc., formerly
Xxxxxxxx Gas Pipelines Central, Inc., (Southern Star) and Kansas Gas Service
Company, A Division of ONEOK, Inc. (KGS) providing for the transportation of
natural gas by Southern Star for KGS.
Accordingly, Southern Star and KGS hereby desire to amend the Agreement
between them as follows:
A. EXHIBIT "B", Market delivery points, shall be deleted in its
entirety and replaced with the attached EXHIBIT "B".
This amendment shall become effective September 1, 2003 and shall
remain in force for a term to coincide with the term of the Agreement.
The operation of the provisions of this amendment shall be subject to
all applicable governmental statutes and all applicable and lawful orders,
rules, and regulations.
Except as herein amended, the Agreement between the parties hereto
shall remain in full force and effect.
If the foregoing is in accordance with your understanding of our
Agreement, please execute both copies and return to us. We will, in turn,
execute them and return one copy for your records.
Very truly yours,
KANSAS GAS SERVICE COMPANY, SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
A DIVISION OF ONEOK, INC.
By: X. X. Xxxxxxxx By Xxxxx Xxxxxx
-------------------------- -----------------------------------
Title: Director, FERC Attest
Regulatory & Strategy
-------------------------- -----------------------------------
AGREED TO AND ACCEPTED this day of , 2003.
--------- --------------------------
EXHIBIT B - MARKET
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
--------------------------------------------------------------------------------------------
MAXIMUM
DELIVERY LOCATION(S) POINT DPY RATE TYP ST DAILY
NUMBER AREA QTY (DTH)
--------------------------------------------------------------------------------------------
1 WALMART 129 235 M DCL KS 50
2 PLUM CREEK FARMS 143 265 M DCL KS 00
0 XXXXXXX 000 000 M DCL KS 50
4 GARNETT 156 496 M DCL KS 21
5 XXXXX 157 496 M DCL KS 26
6 SOUTH XXXXXXX 164 145 M DCL KS 2,250
7 ARMA-XXXXXX-PITTSBURG 206 215 M DCL KS 16,262
8 XXXX-SCAM-W. MIN-XXXXXX-XXXX 207 215 M DCL KS 1,332
9 ARKANSAS CITY 501 333 M DCL KS 7,664
10 KS MKT DOMESTICS 710 090 M RDM KS 20
11 XXXXXXX 3508 265 M DCL KS 67
12 XXXXXXXXX 3520 265 M DCL KS 1,747
13 XXXXXXXXX 3524 265 M DCL KS 5
14 GENESEO 3528 265 M DCL KS 176
15 KANOPOLIS 3544 265 M DCL KS 398
16 LINCOLN 3548 265 M DCL KS 978
17 XXXXX 3551 265 M DCL KS 336
18 LURAY 3553 265 M DCL KS 114
19 MINNEAPOLIS 3555 265 M DCL KS 710
00 XXXXXX XXXXX 3576 265 M DCL KS 267
21 VESPER 3588 265 M DCL KS 16
22 BELOIT 3608 265 M DCL KS 2,703
00 XXXX XXX 3610 265 M DCL KS 168
24 CAWKER CITY 3612 265 M DCL KS 205
25 DOWNS 3616 265 M DCL KS 570
26 ESBON 3620 265 M DCL KS 96
27 FORMOSA 3624 265 M DCL KS 65
28 XXXX XXXXX 3628 265 M DCL KS 319
29 XXXXXX 3640 265 M DCL KS 250
30 LEBANON 3648 265 M DCL KS 160
31 MANKATO 3652 265 M DCL KS 772
32 MONTROSE 3654 265 M DCL KS 20
33 XXXXXXX 3660 265 M DCL KS 1,122
34 XXXXX CENTER 3676 265 M DCL KS 1,396
35 ATLANTA 6704 333 M DCL KS 94
36 XXXXXX 6712 300 M DCL KS 458
37 BURDEN 6714 333 M DCL KS 342
38 CAMBRIDGE 6716 333 M DCL KS 47
39 DEXTER 6720 333 M DCL KS 202
40 EL DORADO 6724 300 M DCL KS 7,610
41 POTWIN 6764 300 M DCL KS 235
42 TOWANDA 6780 300 M DCL KS 621
43 GRENOLA 6828 333 M DCL KS 150
44 MADISON 6852 140 M DCL KS 490
45 OLPE 6860 140 M DCL KS 260
46 CIRCLEVILLE 9012 090 M DCL KS 135
08/08/03 PAGE 1
EXHIBIT B - MARKET
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
----------------------------------------------------------------------------------------------
MAXIMUM
DELIVERY LOCATION(S) POINT DPY RATE TYP ST DAILY
NUMBER AREA QTY (DTH)
----------------------------------------------------------------------------------------------
47 EVEREST 9020 090 M DCL KS 180
48 FAIRVIEW 9024 090 M DCL KS 129
49 XXXXXX 9032 090 M DCL KS 24
50 HIAWATHA 9034 090 M DCL KS 2,663
51 XXXXXX 9036 090 M DCL KS 2,057
52 XXXXXX 9038 090 M DCL KS 1,223
53 HURON 9040 090 M DCL KS 13
54 HIGHLAND & XXXXXXXX 9042 090 M DCL KS 818
55 XXXXXXX 9052 090 M DCL KS 33
56 MUSCOTAH 9054 090 M DCL KS 75
57 NETAWAKA 9057 090 M DCL KS 65
58 NORTONVILLE & WINCHESTER 9059 180 M DCL KS 579
59 OSKALOOSA 9064 180 M DCL KS 712
60 OZAWKIE 9066 180 M DCL KS 234
61 RESERVE 9075 090 M DCL KS 17
62 SABETHA 9079 090 M DCL KS 1,811
63 VALLEY FALLS 9091 180 M DCL KS 727
64 WATHENA, XXXXXX & XXXX 9093 250 M DCL KS 2,525
65 XXXXXXX 9095 090 M DCL KS 99
66 XXXXXX 9097 090 M DCL KS 13
67 KS CITY, KANSAS 13644 115 M DCL KS 7,815
00 XXXXXXXX XXXX 16952 115 M DCL KS 64,884
69 MERRIAM 16953 115 M DCL KS 15,200
70 GOESSEL 18328 140 M DCL KS 235
71 XXXXXX 19548 140 M DCL KS 667
72 MELVERN 19552 493 M DCL KS 236
73 MICHIGAN VALLEY 19554 140 M DCL KS 24
74 POMONA 19564 140 M DCL KS 488
75 QUENEMO 19568 140 M DCL KS 192
76 SCRANTON 19576 140 M DCL KS 1,490
77 XXXXXXX 19608 195 M DCL KS 1,574
78 EDGERTON 19620 190 M DCL KS 534
79 XXXXXXX 19628 190 M DCL KS 2,500
80 LECOMPTON 19648 180 M DCL KS 236
81 LE LOUP 19650 190 M DCL KS 18
82 PERRY 19664 180 M DCL KS 420
83 PRINCETON 19666 496 M DCL KS 117
84 RICHMOND 19672 496 M DCL KS 194
85 SCIPIO 19676 496 M DCL KS 16
86 SOMERSET & RURAL 19678 235 M DCL KS 45
87 TONGANOXIE 19684 195 M DCL KS 1,409
88 WELLSVILLE 19690 190 M DCL KS 832
89 XXXXXXX ETC 20709 095 M DCL KS 647
90 CARLYLE 20712 495 M DCL KS 13
91 CHERRYVALE 20714 495 M DCL KS 1,470
92 COLONY 20716 050 M DCL KS 396
08/08/03 PAGE 2
EXHIBIT B - MARKET
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
-----------------------------------------------------------------------------------------------------
MAXIMUM
DELIVERY LOCATION(S) POINT DPY RATE TYP ST DAILY
NUMBER AREA QTY (DTH)
-----------------------------------------------------------------------------------------------------
93 XXXXXX 20720 495 M DCL KS 66
94 ERIE 20725 495 M DCL KS 1,191
00 XXX XXXX & XX XXXXX 00000 146 M DCL KS 922
96 XXXXXXX 20764 495 M DCL KS 7,175
97 PETROLIA 20766 146 M DCL KS 33
98 PIQUA 20768 220 M DCL KS 77
99 SOUTH MOUND 20775 495 M DCL KS 8
100 XXXXXX 20785 495 M DCL KS 297
000 XXXXXX & XX XXXX 00000 095 M DCL KS 498
102 WELDA 20792 495 M DCL KS 159
000 XXXXXX XXXXXXX 00000 000 X XXX XX 2,400
104 COLUMBUS 21015 260 M DCL KS 2,324
105 CRESTLINE 21018 260 M DCL KS 52
106 FORT XXXXX 21021 095 M DCL KS 5,392
000 XXXXXX & XXXXXX XXXX 00000 000 X XXX XX 1,857
108 XXXXXX 21048 225 M DCL KS 115
000 X XXXXXXXX 00000 000 X XXX XX 362
110 OSWEGO 21060 260 M DCL KS 1,359
111 TREECE 21080 225 M DCL KS 66
112 GRANTVILLE 24228 180 M DCL KS 75
113 MERIDEN 24252 180 M DCL KS 344
114 SHAWNEE HEIGHTS 24276 180 M DCL KS 894
115 TOPEKA 24280 180 M DCL KS 70,374
116 ANDOVER 27040 300 M DCL KS 1,873
117 ATCHISON 29001 090 M DCL KS 4,941
118 EMPORIA 29002 140 M DCL KS 11,321
119 LEAVENWORTH 29003 195 M DCL KS 17,119
000 XXXXXXXXX 29005 090 M DCL KS 356
121 MASTER DELIVERY POINT LIST IN EFFECT
---------------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 298,308 DTH
EFFECTIVE DATE OF THIS EXHIBIT B: 09/01/2003
KANSAS GAS SERVICE CO., A DIV. ONEOK INC SOUTHERN STAR CENTRAL GAS PIPELINE, INC.
BY: X.X. Xxxxxxxx DATE: 8-26-03 BY: X. Xxxxxx DATE: 9/10/03
-------------------- ------- -------------------- -------
08/08/03 PAGE 3
TA813
[Xxxxxxxx Logo]
March 25, 2002 GAS PIPELINES
Central
Xx. Xxxxxxx Xxxxxxxx P.O. Box 20008
Kansas Gas Service Co., 0000 Xxxxxxxxx Xx.
A Division of ONEOK, Inc. Xxxxxxxxx, Xxxxxxxx 00000
000 X.X. 0xx Xxxxxx 270/926-8686
X.X. Xxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
Reference is made to the Transportation Agreement (Agreement) dated
October 1, 1994, as amended, between Xxxxxxxx Gas Pipelines Central, Inc.
(Central) and Kansas Gas Service Co., A Division of ONEOK, Inc. (KGS) providing
for the transportation of natural gas by Central for KGS.
Accordingly, Central and KGS hereby desire to amend the Agreement
between them as follows:
A. ARTICLE IV, Term, Section 4.1 shall be deleted in its entirety and
the following inserted in place thereof:
ARTICLE IV
Term
4.1 This Agreement shall become effective October 1, 1994 (the
"Effective Date") and shall continue in full force and effect until
October 31, 2013, subject to the provisions of Section 6.5; provided,
however, subject to Section 6.5, this Agreement shall be considered as
renewed and extended beyond such original term for successive five (5)
year terms thereafter, unless cancelled, effective at the end of the
primary term or at the end of any subsequent five (5) year term, by
twelve (12) months advance written notice by either party.
The operation of the provisions of this amendment shall be subject to
all applicable governmental statutes and all applicable and lawful orders,
rules, and regulations.
Except as herein amended, the Agreement between the parties hereto
shall remain in full force and effect.
If the foregoing is in accordance with your understanding of our
Agreement, please execute both copies and return to us. We will, in turn,
execute them and return one copy for your records.
Very truly yours,
KANSAS GAS SERVICE CO., XXXXXXXX GAS PIPELINES CENTRAL, INC.
A DIVISION OF ONEOK, INC.
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
-------------------------------- --------------------------------
Vice President, Customer Service
Title: Vice President, Gas Services Attest: Xxxxxx X. Xxxx
---------------------------- ----------------------------
Asst. Sec.
AGREED TO AND ACCEPTED this 28th day of March, 2002.
TA-0813
TRANS-STORAGE SERVICE AGREEMENT
UNDER RATE SCHEDULE TSS
THIS AGREEMENT is made and entered into this 3rd day of October 1994,
by and between XXXXXXXX NATURAL GAS COMPANY, a Delaware corporation, having its
principal office in Tulsa, Oklahoma, hereinafter referred to as "WNG," and
WESTERN RESOURCES, INC., a Kansas corporation, having its principal office in
Topeka, Kansas, hereinafter referred to as "Shipper."
IN CONSIDERATION of the premises and of the mutual covenants and
agreements herein contained, WNG and Shipper agree as follows:
ARTICLE I
QUANTITY
1.1 Subject to the provisions of this Agreement and of WNG's Rate
Schedule TSS, WNG agrees to receive such quantities of natural gas as Shipper
may cause to be tendered to WNG at the Primary Receipt Point(s) designated on
Exhibit A which are selected from WNG's Master Receipt Point List, as revised
from time to time, for transportation and storage on a firm basis; provided,
however, that in no event shall WNG be obligated to receive on any day in excess
of the Maximum Daily Quantity (MDQ) for each Primary Receipt Point or of the
Maximum Daily Transportation Quantity (MDTQ) for all Primary Receipt Points
within any area, all as set forth on Exhibit A.
1.2 WNG agrees to deliver and Shipper agrees to accept (or cause to be
accepted) at the Primary Delivery Point(s) taken from the Master Delivery Point
List and designated on Exhibit B a quantity of natural gas thermally equivalent
to the quantity received by WNG for transportation and withdrawn from storage as
provided in Article 1.3 hereunder less appropriate reductions for fuel and loss
as provided in WNG's Rate Schedule TSS; provided, however, that WNG shall not be
obligated to deliver on any day quantities in excess of the MDQ for each Primary
Delivery Point or in the excess of the MDTQ within any area for all Primary
Delivery Points, all as set forth in Exhibit B.
1.3 Subject to the provisions of this Agreement and of WNG's Rate
Schedule TSS, WNG agrees to (a) inject and store such quantities of natural gas
up to the Maximum Storage Quantity (MSQ) and the Maximum Daily Injection
Quantity (MDIQ) as Shipper may cause to be tendered to WNG for injection into
storage, less appropriate reductions for fuel and loss, and (b) withdraw such
quantities of natural gas up to Shipper's gas in storage and the
Maximum Daily Withdrawal Quantity (MDWQ) reflected on Exhibit C, all on a firm
basis.
ARTICLE II
DELIVERY POINT(S) AND DELIVERY PRESSURE
2.1 Natural gas to be delivered hereunder by WNG to or on behalf of
Shipper shall be delivered at the outlet side of the measuring station(s) at or
near the Delivery Point(s) designated on Exhibit(s) B at WNG's line pressure
existing at such Delivery Point(s).
ARTICLE III
RATE, RATE SCHEDULE AND GENERAL TERMS AND CONDITIONS
3.1 Shipper shall pay WNG each month for all service rendered hereunder
the then-effective, applicable rates and charges under WNG's Rate Schedule TSS,
as such rates and charges and Rate Schedule TSS may hereafter be modified,
supplemented, superseded or replaced generally or as to the service hereunder.
Shipper agrees that WNG shall have the unilateral right from time to time to
file with the appropriate regulatory authority and make effective changes in (a)
the rates and charges applicable to service hereunder, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of the
General Terms and Conditions incorporated by reference in such rate schedule(s);
provided, however, Shipper shall have the right to protest any such changes.
3.2 This Agreement in all respects is subject to the provisions of Rate
Schedule TSS, or superseding rate schedule(s), and applicable provisions of the
General Terms and Conditions included by reference in said Rate Schedule TSS,
all of which are by reference made a part hereof.
ARTICLE IV
TERM
4.1 This Agreement shall become effective on October 1, 1994 (the
"Effective Date") and shall continue in full force and effect until October 31,
2013, subject to the provisions of Section 6.5; provided, however, subject to
Section 6.5, this Agreement shall be considered as renewed and extended beyond
such original term for successive five (5) year terms thereafter, unless
canceled, effective at the end of the primary term or at the end of any
2
subsequent five (5) year term, by twelve (12) months advance written notice by
either party.
4.2 This Agreement may be suspended or terminated by WNG in the event
Shipper fails to pay all of the amount of any xxxx rendered by WNG hereunder
when that amount is due; provided, however, WNG shall give Shipper and the FERC
thirty (30) days notice prior to any suspension termination of service. Service
may continue hereunder if within the thirty-day notice period satisfactory
assurance of payment is made by Shipper in accord with Article 18 of the
General Terms and Conditions. Suspension or termination of this Agreement shall
not excuse Shipper's obligation to pay all demand and other charges for the
original term of the Agreement.
ARTICLE V
NOTICES
5.1 Unless otherwise agreed to in writing by the parties, any notice,
request, demand, statement or xxxx respecting this Agreement shall be in writing
and shall be deemed given when placed in the regular mail or certified mail,
postage prepaid and addressed to the other party, or sent by overnight delivery
service, or by facsimile, at the following addresses or facsimile numbers,
respectively:
To Shipper: Western Resources, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Gas Supply Department
Fax: (000) 000-0000
To WNG:
Payments: Xxxxxxxx Natural Gas Company
P. 0. Xxx 0000
Xxxxx, XX 00000
Attention: Revenue Accounting
All Notices: Xxxxxxxx Natural Gas Company
P. O. Xxx 0000
Xxxxx, XX 00000
Attention: Manager - Transportation
Services
Fax: (000) 000-0000
3
ARTICLE VI
MISCELLANEOUS
6.1 The interpretation, performance and enforcement of this Agreement
shall be construed in accordance with the laws of the State of Oklahoma.
6.2 As of the date of execution of Exhibits A, B, and C attached to
this Agreement, such executed exhibits shall be incorporated by reference as
part of this Agreement. The parties may amend Exhibits A, B, and C by mutual
agreement, which amendment shall be reflected in revised Exhibit(s) A, B, and C
and shall be incorporated by reference as part of this Agreement.
6.3 Any Service Agreement under Rate Schedule TSS shall not cover
transportation under both TSS-P and TSS-M.
6.4 OTHER THAN AS MAY BE SET FORTH HEREIN, WNG MAKES NO OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
6.5 (a) (1) A Material Adverse Event for purposes of this
Agreement shall occur if (i) a legislative,
administrative or judicial entity, either State or
Federal, takes an action (other than action requiring
the "unbundling" described in (ii) below) which
materially frustrates the benefit which, at the time
of executing the Agreement, either Party reasonably
foresaw as accruing to it under this Agreement; or
(ii) Shipper is required by law to "unbundle" its
distribution transportation service from its
distribution sales service, and, if, solely as a
result of its customers' exercise of their rights
resulting from such "unbundling," the customers of
Shipper reduce their annual purchases of gas from
Shipper by more than 15% from any one calendar year
to the next or by more than 25% in the aggregate. The
base period to be used for the purpose of the above
25% reduction comparison shall be the amount of gas
purchased by such customers from Shipper in the
twelve-month period immediately preceding the month
in which "unbundling" was effective on Shipper's
system.
(2) It is the intent of the parties that the values and
risks associated with this Agreement be preserved and
not altered to the detriment of either party by the
occurrence of
4
the Material Adverse Event. If either party believes
that the Material Adverse Event has occurred which
substantially affects the values and risks associated
with this Agreement, then such party may give written
notice to the other party of its desire to negotiate
whatever modifications to this Agreement are necessary
to offset the adverse impact claimed to have resulted
from the occurrence of that event. Such notice must be
given within sixty days of the occurrence of the
Material Adverse Event. Insofar as possible, in the
event of the Material Adverse Event, the parties shall
modify this Agreement or take other actions as
necessary to preserve the aforesaid values and risks
such that neither party is prejudiced as the result of
such Material Adverse Event.
(3) If the parties agree that a Material Adverse Event has
occurred and,in the sixty (60) day period following
service of the notice described in Section 6.5 (a) (2)
above, have not successfully completed their
negotiations, the party adversely affected by the
Material Adverse Event, as its sole and exclusive
remedy, may terminate this Agreement by thirty (30)
day prior written notice to the other party. If the
parties disagree as to whether a Material Adverse
Event has occurred, then the parties will be deemed to
have a dispute which shall be submitted to dispute
resolution pursuant to Section 6.5(g) below.
(4) The foregoing shall be the sole avenue of redress
available to the parties in the event of the Material
Adverse Event.
(5) The fact that an event is an event of Force Majeure
under this Agreement will not prevent it from also
being a Material Adverse Event.
6.5 (b) No party to this Agreement shall be entitled to,
and each party hereby waives its right to, take legal
or regulatory action with respect to any dispute
under this Agreement until it has complied in good
faith with the alternative dispute resolution
procedures set forth in Section 6.5(g). Should an
issue arise as to whether a dispute must be submitted
to dispute resolution, that issue shall be decided
pursuant to the dispute resolution procedures in
Section 6.5 (g). Further, in all
5
cases, this Article shall not apply to the extent
either party reasonably deems it necessary to take
legal action immediately to prevent irreparable
injury.
6.5 (c) Notwithstanding the provisions of Section 4.1,
after the expiration of two (2) years from the
Effective Date, either party shall have the right to
terminate all or a portion of the firm capacity
provided to the other party under this Agreement on
one (1) year prior written notice if the other party
has failed to meet a Qualified Offer (as hereinafter
defined), but only to the extent of the Qualified
Offer. A Qualified Offer to Shipper shall mean a bona
fide written offer to Shipper from another natural
gas pipeline to provide transportation services for a
date certain. Such offer shall be for the provision
of firm transportation services serving all or any
portion of the markets served by WNG under this
Agreement and shall provide (i) reasonably equivalent
or superior transportation reliability and security
when compared with the combination of services
provided by WNG under its rate schedules FTS and TSS
as set forth in this Agreement and (ii) a net annual
cost of service (e.g., reflecting the revenue
received by Shipper for reassigned capacity) to
Shipper less than the net annual cost of service for
equivalent services offered under this Agreement. A
Qualified Offer to WNG shall mean a bona fide written
offer to WNG from another natural gas shipper seeking
transportation services for a date certain. Such
offer shall be for the provision of transportation
services for all or any portion of WNG's pipeline
system used to serve all or any portion of the
markets served by WNG under this Agreement and shall
be for firm service. A Qualified Offer shall be
required to contain specific dollar rates as the sole
consideration and not involve the barter, exchange or
lease of non-transportation related goods or
services.
6.5 (d) If Shipper receives a Qualified Offer that it
elects to pursue, Shipper shall notify WNG in writing
of the material terms (i.e., term, quantity over the
term, pricing over the term, termination provisions
and other significant conditions) of the Qualified
Offer (the "Shipper Offer Notice"). Within thirty
(30) business days of WNG's receipt of the Shipper
Offer Notice, WNG shall inform Shipper in writing as
to whether the Shipper Offer Notice appears to WNG to
be based on a Qualified
6
Offer. If WNG determines that the Shipper Offer
Notice is not based on a Qualified Offer, such
written notice shall include the basis for such
determination. If Shipper disagrees with WNG's
determination, it will have the right to contest the
determination in accordance with Section 6.5(g)
below. If WNG determines that the Shipper Offer
Notice is based on a Qualified Offer, then WNG's
notice must include either (i) WNG's offer to provide
equivalent transportation services at rates and other
material terms at least equivalent to that contained
in the Shipper Offer Notice, or (ii) WNG's statement
that it has declined to meet the Qualified Offer. In
the case where WNG has failed or declined to meet a
Qualified Offer, WNG and Shipper shall promptly make
the necessary amendments to this Agreement to reduce
the contracted for firm capacity upon the effective
date of the transportation contract with the
competing entity making the Qualified Offer. Further,
Shipper shall be free to contract with the competing
entity providing the Qualified Offer so long as the
transportation contract is substantially similar to
the terms and conditions set forth in the Shipper
Offer Notice and the effective date of such contract
is no sooner than one (1) year from the date of the
Shipper Offer Notice. Any material amendment to the
term, quantity, or pricing of transportation capacity
shall constitute a new Qualified Offer which shall
require a new Shipper Offer Notice at least one (1)
year prior to the earliest of when the material
amendment would become effective. In the case where
WNG elects to meet the Qualified Offer, the parties
will expeditiously incorporate the material terms of
the Qualified Offer in this Agreement and provide for
reasonable conforming changes to the remainder of the
Agreement, all to become effective one (1) year from
the date of the Shipper Offer Notice.
6.5 (e) If WNG receives a Qualified Offer that it elects
to pursue, WNG shall notify Shipper in writing of the
material terms (i.e., term, quantity over term,
pricing over term, termination provisions and other
significant conditions) of the Qualified Offer (the
"WNG Offer Notice"). Within thirty (30) business days
of Shipper's receipt of the WNG Offer Notice, Shipper
shall inform WNG in writing as to whether the WNG
Offer Notice appears to Shipper to be based on a
Qualified Offer. If Shipper determines that the WNG
Offer Notice is not based on a Qualified
7
Offer, such written notice shall include the basis
for such determination. If WNG disagrees with
Shipper's determination, it will have the right to
contest the determination in accordance with Section
6.5(g) below. If Shipper determines that the WNG
Offer Notice is based on a Qualified Offer, then
Shipper's notice must include either (i) Shipper's
offer to acquire equivalent transportation services
at rates and other material terms at least equivalent
to that contained in the WNG Offer Notice, or (ii)
Shipper's statement that it has declined to meet the
Qualified Offer. In the case where Shipper has failed
or declined to meet a Qualified Offer, WNG and
Shipper shall promptly make the necessary amendments
to this Agreement to reduce the contracted for firm
capacity upon the later of (i) one (1) year from the
date of the WNG Offer Notice or (ii) the earliest
date thereafter permitted under WNG's then current
tariff. Then, WNG shall post the available capacity
on its electronic bulletin board as required under
its then current tariff. If Shipper fails or declines
to meet a Qualified Offer as its response to the WNG
Offer Notice, Shipper waives its right to and agrees
not to bid on or match the Qualified Offer capacity
as permitted under WNG's then current tariff. In the
case where Shipper elects to meet the Qualified
Offer, the parties will expeditiously incorporate the
material terms of the Qualified Offer in this
Agreement and provide for reasonable conforming
changes to the remainder of the Agreement, all to
become effective one (1) year from the date of the
WNG Offer Notice.
6.5 (f) For a period of one (1) year after the receipt of a
Qualified Offer and during the term of any
transportation contract with a competing entity
replacing capacity under this Agreement, Shipper, or
WNG, as appropriate shall maintain sufficient records
to verify and substantiate the existence of a bona
fide Qualified Offer and, if the Qualified Offer is
consummated and agreement(s) executed, the
transportation contract(s) with the competing entity
conforming to the Qualified Offer. Upon reasonable
advance written notice from the party not matching
a Qualified Offer exercised no more than twice during
any twelve (12) month period, the other party shall
make such records available to an independent "Big
Six" auditor appointed and paid for by the party not
matching a Qualified Offer to verify compliance with
the terms of this Section 6.5.
8
6.5 (g) (1) The parties shall attempt promptly and in
good faith to resolve any dispute arising out of or
relating to this Agreement, through negotiations
between representatives who have authority to settle
the controversy. Any party may give the other
party(ies) written notice of any such dispute not
resolved in the normal course of business. Within
twenty (20) days after delivery of the notice,
representatives of both parties shall meet at a
mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, to exchange
information and to attempt to resolve the dispute,
until the parties conclude that the dispute cannot be
resolved through unassisted negotiation. Negotiations
extending sixty (60) days after notice shall be deemed
at an impasse, unless otherwise agreed by the parties.
(2) If a negotiator intends to be accompanied at a meeting
by an attorney, the other negotiator(s) shall be given
at least three working days notice of such intention
and may also be accompanied by an attorney. All
negotiations pursuant to this clause are confidential
and shall be treated as compromise and settlement
negotiations in any regulatory proceeding and of the
Federal and State Rules of Evidence.
(3) If a dispute arising out of or relating to this
Agreement with more than $20,000.00 at issue has not
been resolved within sixty (60) days of the disputing
party's notice, a party wishing resolution of the
dispute ("Claimant") shall initiate assisted
Alternative Dispute Resolution (ADR) proceedings as
described in this Section. Once the Claimant has
notified the other ("Respondent") of a desire to
initiate ADR proceedings, the proceedings shall be
governed as follows: By mutual agreement, the parties
shall select the ADR method they wish to use. That ADR
method may include arbitration, mediation, mini-trial,
or any other method which best suits the circumstances
of the dispute. The parties shall agree in writing to
the chosen ADR method and the procedural rules to be
followed within thirty (30) days after receipt of
notice of intent to initiate ADR proceedings. To the
extent the parties are unable to agree
9
on procedural rules in whole or in part, the current
Center for Public Resources (CPR) Model Procedure for
Mediation of Business Disputes, CPR Model Mini-trial
Procedure, or CPR Commercial Arbitration
Rules--whichever applies to the chosen ADR
method--shall control, to the extent such rules are
consistent with the provisions of this Section. If
the parties are unable to agree on an ADR method, the
method shall be arbitration.
The parties may jointly request that the Kansas
Corporation Commission (KCC) select a single unbiased
and experienced neutral third party (Neutral) to
preside over the ADR proceedings. A Neutral shall be
deemed to have adequate experience if an attorney or
former judge. None of the Neutrals may be present or
former employees, attorneys, or agents of either
party or of the KCC. All Neutrals shall be unbiased
and have no economic interest in either party or in
the issue submitted to ADR. The Neutral shall have no
past or present material relationship with the
parties or their counsel. If the Kansas Corporation
Commission declines to appoint a Neutral or if the
parties do not jointly request the Kansas Corporation
Commission to select a Neutral, the American
Arbitration Association shall be requested to appoint
the Neutral.
(4) The ADR proceeding shall take place in Wichita,
Kansas, within 30 days after the Neutral has been
selected. The Neutral shall apply the laws of the
State of Oklahoma. The Neutral shall issue a written
decision within thirty (30) days after the ADR
proceeding is complete. Each party shall be
responsible for an equal share of the costs of the
ADR proceedings. The parties agree that any
applicable statute of limitations shall be tolled
during the pendency of the ADR proceedings, and no
legal action may be brought in connection with this
agreement during the pendency of an ADR proceeding.
The Neutral's written decision shall become final and
binding on the parties, unless a party objects in
writing within thirty (30) days of receipt of the
decision. The
10
objecting party may then file a lawsuit in state or
federal court in Wichita, Kansas or file a complaint
or request for a declaratory order with the Federal
Energy Regulatory Commission (FERC). The parties
hereby waive their rights to file such a lawsuit in
any other court. The Neutral's written decision
shall be admissible in the objecting party's lawsuit
or in such FERC proceeding.
6.5 (h) Contemporaneously with the signing of this
Agreement by WNG and Shipper, WNG has made a filing
with the FERC regarding the recovery of from
$35,000,000 or more of Account No. 191 costs from its
customers. Notwithstanding any other provision of
this Agreement, Shipper shall have the option to
terminate this Agreement by giving 30 days' notice to
WNG in the event that: (1) the amount to be recovered
by WNG under such filing from its customers
(including Shipper) shall exceed $35,000,000, and (2)
the regulatory agency having jurisdiction over
Shipper issues an order disallowing recovery by
Shipper of any portion of Shipper's allocated share
of the amount in excess of $35,000,000. The effective
date of the termination shall be on the first
anniversary date of this Agreement (October 1)
subsequent to the end of the 30 day notice period.
6.5 (i) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original and all of which shall constitute one
agreement which is binding upon all the parties
hereto, notwithstanding that all Parties are not
signatories to the same counterpart. A Party's signed
facsimile transmission of this Agreement indicates
such Party's intent to be bound by the terms of this
Agreement upon the other Parties hereto becoming
bound hereby. This Agreement will not be effective
against any Party if execution (including execution
by signed facsimile transmission, as provided in the
preceding sentence) by all Parties does not occur.
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ATTEST: XXXXXXXX NATURAL GAS COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
--------------------------------- -------------------------------
Assistant Secretary
Title: SRVP
-----------------------------
ATTEST: WESTERN RESOURCES, INC.
By: [SIGNATURE ILLEGIBLE] By: Xxxxxxx X. Xxxxx
--------------------------------- ------------------------------
Title: Ass't. Sec'y. Title: President & CEO, KPL
------------------------------ -----------------------------
As Shipper
12
EXHIBIT A - PRODUCTION
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
-------------------------------------------------------------------------------------------------------------------------
MAXIMUM
RECEIPT LOCATION(S) POINT DPY RATE TYP SEC-TWN-RNG COUNTY ST DAILY
NUMBER AREA QTY (DTH)
-------------------------------------------------------------------------------------------------------------------------
1 AMOCO PROD - KS HUGOTON MAINLINE INTERFA 16289 130 P TRA 03-29S-035M GRANT KS 102,785
2 MASTER RECEIPT POINT LIST IN EFFECT
-------------------------------------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 102,785 DTH
EFFECTIVE DATE OF THIS EXHIBIT A: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
EXHIBIT A - MARKET
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
-------------------------------------------------------------------------------------------------------------------
MAXIMUM
RECEIPT LOCATION(S) POINT DPY RATE TYP SEC-TWN-RNG COUNTY ST DAILY
NUMBER AREA QTY (DTH)
--------------------------------------------------------------------------------------------------------------------
1 XXXXXXXX CNTRL - PRD/MKT INTERFACE 999000 909 M MPT XXXXXX KS 99,437
2 XXXXXXXX CNTRL - MKT STORAGE 999021 000 X XXX 00-00X-000X XXXXXXXXX XX 198,871
3 MASTER RECEIPT POINT LIST IN EFFECT
--------------------------------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 298,308 DTH
EFFECTIVE DATE OF THIS EXHIBIT A: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
- V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
EXHIBIT B - PRODUCTION
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
--------------------------------------------------------------------------------------------
MAXIMUM
DELIVERY LOCATION(S) POINT DPY RATE TYP ST DAILY
NUMBER AREA QTY (DTH)
---------------------------------------------------------------------------------------------
1 PRD/MKT INTERFACE 999000 909 P PPT KS 102,785
2 MASTER DELIVERY POINT LIST IN EFFECT
--------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 102,785 DTH
EFFECTIVE DATE OF THIS EXHIBIT B: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
EXHIBIT C - STORAGE
TO
TRANS-STORAGE CONTRACT TA-0813
REQUEST TR-00378
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
MAXIMUM DAILY WITHDRAWAL QUANTITY: 198,871 DTH
MAXIMUM STORAGE QUANTITY:** 6,562,743 DTH
** MAXIMUM DAILY WITHDRAWAL QUANTITY TIMES 33.
EFFECTIVE DATE OF THIS EXHIBIT C: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
TA811
[XXXXXXXX LOGO]
GAS PIPELINES
March 25, 2002 Central
P.O. Box 20008
0000 Xxxxxxxxx Xx.
Xxxxxxxxx, Xxxxxxxx 00000
270/926-8686
Xx. Xxxxxxx Xxxxxxxx
Kansas Gas Service Co.
A Division of ONEOK, Inc.
000 X.X. 0xx Xxxxxx
X.X. Xxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxxxx Xxxxxxxx:
Reference is made to the Transportation Agreement (Agreement) dated
October 3, 1994, as amended, between Xxxxxxxx Gas Pipelines Central, Inc.
(Central) and Kansas Gas Service Co., A Division of ONEOK, Inc. (KGS) providing
for the transportation of natural gas by Central for KGS.
Accordingly, Central and KGS hereby desire to amend the Agreement
between them as follows:
A. ARTICLE IV, Term, Section 4.1 shall be deleted in its entirety and
the following inserted in place thereof:
ARTICLE IV
Term
4.1 This Agreement shall become effective October 1, 1994 (the "Effective
Date") and shall continue in full force and effect until October 31,
2013, subject to the provisions of Section 6.5; provided, however,
subject to Section 6.5, this Agreement shall be considered as renewed and
extended beyond such original term for successive five (5) year terms
thereafter, unless canceled, effective at the end of the primary term or
at the end of any subsequent five (5) year term, by twelve (12) months
advance written notice by either party.
The operation of the provisions of this amendment shall be subject to
all applicable governmental statutes and all applicable and lawful orders,
rules, and regulations.
Except as herein amended, the Agreement between the parties hereto
shall remain in full force and effect.
If the foregoing is in accordance with your understanding of our
Agreement, please execute both copies and return to us. We will, in turn,
execute them and return one copy for your records.
Very truly yours,
KANSAS GAS SERVICE CO., XXXXXXXX GAS PIPELINES CENTRAL, INC.
A DIVISION OF ONEOK, INC.
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------------ -----------------------------
Title: Vice President, Gas Services ATTEST: [SIGNATURE ILLEGIBLE]
---------------------------- ---------------------------
Asst. Sec.
AGREED TO AND ACCEPTED this 28th day of March, 2002.
TA0811
[XXXXXXXX LOGO]
GAS PIPELINES
November 12, 2001 Central
P.O. Box 20008
0000 Xxxxxxxxx Xx.
Xxxxxxxxx, Xxxxxxxx 00000
270/926-8686
Ms. Xxx Xxxxx
Kansas Gas Service Co.,
A Division of ONEOK, Inc.
X.X. Xxx 0000
Xxxxxx, Xxxxxx 00000
Dear Xxx:
Reference is made to the Transportation Agreement (Agreement) dated
October 1, 1994, as amended, between Xxxxxxxx Gas Pipelines Central, Inc.
(Central) and Kansas Gas Service Co., A Division of ONEOK, Inc. (KGS) providing
for the transportation of natural gas by Central for KGS.
Accordingly, Central and KGS hereby desire to amend the Agreement
between them as follows:
A. ARTICLE IV, Term, Section 4.1 shall be deleted in its entirety and
the following inserted in place thereof:
ARTICLE IV
Term
4.1 This Agreement shall continue in full force and effect for a term ending at
the beginning of the gas day effective for November 1, 2013.
B. EXHIBIT "A", Production receipt points, shall be deleted in its
entirety and replaced with the attached EXHIBIT "A".
C. EXHIBIT "B", Production delivery points, shall be deleted in its
entirety and replaced with the attached EXHIBIT "B".
D. EXHIBIT "C", Storage, shall be deleted in its entirety and replaced
with the attached EXHIBIT "C".
This amendment shall become effective November 1, 2001 and shall remain in force
for a term to coincide with the term of the Agreement.
The operation of the provisions of this amendment shall be subject to
all applicable governmental statutes and all applicable and lawful orders,
rules, and regulations.
Except as herein amended, the Agreement between the parties hereto
shall remain in full force and effect.
If the foregoing is in accordance with your understanding of our
Agreement, please execute both copies and return to us. We will, in turn,
execute them and return one copy for your records.
Very truly yours,.
KANSAS GAS SERVICE, CO., XXXXXXXX GAS PIPELINES CENTRAL, INC.
A DIVISION OF ONEOK, INC.
By [SIGNATURE ILLEGIBLE] By [SIGNATURE ILLEGIBLE]
------------------------------ -----------------------------
Title Director Gas Supply Attest V.P. Customer Services & Rates
--------------------------- ------------------------------
[SIGNATURE ILLEGIBLE]
Asst. Sec.
AGREED TO AND ACCEPTED this 19th day of November, 2001.
EXHIBIT A - PRODUCTION
TO
TRANS-STORAGE CONTRACT TA-0811
REQUEST TR-00377
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
---------------------------------------------------------------------------------------------------------------------
MAXIMUM
RECEIPT LOCATION(S) POINT DPY RATE TYP SEC-TWN-RNG COUNTY ST DAILY
NUMBER AREA QTY (DTH)
---------------------------------------------------------------------------------------------------------------------
1 AMOCO PROD - KS HUGOTON MAINLINE INTERFA 16289 130 P TRA 03-29S-035W GRANT KS 50,114
2 XXXXXXXX CNTRL - PRD STORAGE 999020 909 P STO 31-095-020E JEFFERSON KS 100,228
3 MASTER RECEIPT POINT LIST IN EFFECT
---------------------------------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 150,342 DTH
EFFECTIVE DATE OF THIS EXHIBIT A: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
EXHIBIT B - PRODUCTION
TO
TRANS-STORAGE CONTRACT TA-0811
REQUEST TR-00377
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC..
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
------------------------------------------------------------------------------------------------
MAXIMUM
DELIVERY LOCATION(S) POINT DPY RATE TYP ST DAILY
NUMBER AREA QTY (DTH)
------------------------------------------------------------------------------------------------
1 EL DORADO RURAL 118 295 P DCL KS 42
2 CLEARWATER 510 120 P DCL KS 1,006
0 XXXXXX XXXXXXX 512 120 P DCL KS 849
4 HARPER 525 120 P DCL KS 1,062
5 KIOWA 530 315 P DCL KS 837
6 OXFORD 540 333 P DCL KS 621
7 WELLINGTON 590 333 P DCL KS 5,118
8 KS PRD DOMESTICS 610 120 P RDM KS 194
9 OK PRD DOMESTICS 620 400 P RDM OK 0
10 ARNETT 904 458 P DCL OK 0
11 XXXXXX 912 315 P DCL OK 0
12 BARNSDALL 2008 357 P DCL OK 0
13 BARTLESVILLE & DEWEY 2009 357 P DCL OK 0
14 DELAWARE 2016 357 P DCL OK 0
15 NOWATA 2056 357 P DCL OK 0
16 PAWHUSKA 2064 334 P DCL OK 0
17 ALDEN 3504 490 P DCL KS 155
18 CHASE 3512 045 P DCL KS 168
19 XXXXXXX 3572 045 P DCL KS 58
20 AUGUSTA & XXXX 6706 295 P DCL KS 5,054
21 XXXXXXX 6722 295 P DCL KS 888
22 HUTCHINSON 9835 490 P DCL KS 1,529
23 NEWTON 18356 120 P DCL KS 10,061
24 BELLE PLAINE 27015 333 P DCL KS 966
25 BENTLEY 27020 120 P DCL KS 112
26 DERBY 27035 120 P DCL KS 7,329
27 HAYSVILLE 27050 120 P DCL KS 4,199
28 MULVANE 27060 120 P DCL KS 2,628
00 XXXX XXXX 27065 295 P DCL KS 1,252
30 SEDGWICK 27070 120 P DCL KS 758
31 UDALL 27080 333 P DCL KS 000
00 XXXXXX XXXXXX 00000 000 X XXX XX 2,365
33 WICHITA 27092 120 P DCL KS 102,685
34 MASTER DELIVERY POINT LIST IN EFFECT
------------------------------------------------------------------------------------------------
TOTAL MAXIMUM DAILY QUANTITY: 150,342 DTH
EFFECTIVE DATE OF THIS EXHIBIT B: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
EXHIBIT C - STORAGE
TO
TRANS-STORAGE CONTRACT TA-0811
REQUEST TR-00377
DATED 10/01/1994
BETWEEN XXXXXXXX GAS PIPELINES CENTRAL, INC.
AND KANSAS GAS SERVICE CO., A DIV. ONEOK INC
MAXIMUM DAILY WITHDRAWAL QUANTITY: 100,228 DTH
MAXIMUM STORAGE QUANTITY:** 3,307,524 DTH
-------------------------------------------------------------------------------
** MAXIMUM DAILY WITHDRAWAL QUANTITY TIMES 33.
EFFECTIVE DATE OF THIS EXHIBIT C: 11/01/2001
KANSAS GAS SERVICE CO., A DIV. ONEOK INC XXXXXXXX GAS PIPELINES CENTRAL, INC.
BY: [SIGNATURE ILLEGIBLE] DATE: 10/31/01 BY: [SIGNATURE ILLEGIBLE] DATE: 11-19-01
--------------------- -------- --------------------- --------
V.P. CUSTOMER SERVICES & RATES
11/01/01
PAGE 1
TA-0811
TRANS-STORAGE SERVICE AGREEMENT
UNDER RATE SCHEDULE TSS
THIS AGREEMENT is made and entered into this 3rd day of October 1994,
by and between XXXXXXXX NATURAL GAS COMPANY, a Delaware corporation, having its
principal office in Tulsa, Oklahoma, hereinafter referred to as "WNG," and
WESTERN RESOURCES, INC., a Kansas corporation, having its principal office in
Topeka, Kansas, hereinafter referred to as "Shipper."
IN CONSIDERATION of the premises and of the mutual covenants and
agreements herein contained, WNG and Shipper agree as follows:
ARTICLE I
QUANTITY
1.1 Subject to the provisions of this Agreement and of WNG's Rate
Schedule TSS, WNG agrees to receive such quantities of natural gas as Shipper
may cause to be tendered to WNG at the Primary Receipt Point(s) designated on
Exhibit A which are selected from WNG's Master Receipt Point List, as revised
from time to time, for transportation and storage on a firm basis; provided,
however, that in no event shall WNG be obligated to receive on any day in excess
of the Maximum Daily Quantity (MDQ) for each Primary Receipt Point or of the
Maximum Daily Transportation Quantity (MDTQ) for all Primary Receipt Points
within any area, all as set forth on Exhibit A.
1.2 WNG agrees to deliver and Shipper agrees to accept (or cause to be
accepted) at the Primary Delivery Point(s) taken from the Master Delivery Point
List and designated on Exhibit B a quantity of natural gas thermally equivalent
to the quantity received by WNG for transportation and withdrawn from storage as
provided in Article 1.3 hereunder less appropriate reductions for fuel and loss
as provided in WNG's Rate Schedule TSS; provided, however, that WNG shall not be
obligated to deliver on any day quantities in excess of the MDQ for each Primary
Delivery Point or in the excess of the MDTQ within any area for all Primary
Delivery Points, all as set forth in Exhibit B.
1.3 Subject to the provisions of this Agreement and of WNG's Rate
Schedule TSS, WNG agrees to (a) inject and store such quantities of natural gas
up to the Maximum Storage Quantity (MSQ) and the Maximum Daily Injection
Quantity (MDIQ) as Shipper may cause to be tendered to WNG for injection into
storage, less appropriate reductions for fuel and loss, and (b) withdraw such
quantities of natural gas up to Shipper's gas in storage and the
1
Maximum Daily Withdrawal Quantity (MDWQ) reflected on Exhibit C, all on a firm
basis.
ARTICLE II
DELIVERY POINT(S) AND DELIVERY PRESSURE
2.1 Natural gas to be delivered hereunder by WNG to or on behalf of
Shipper shall be delivered at the outlet side of the measuring station(s) at or
near the Delivery Point(s) designated on Exhibit(s) B at WNG's line pressure
existing at such Delivery Point(s).
ARTICLE III
RATE, RATE SCHEDULE AND GENERAL TERMS AND CONDITIONS
3.1 Shipper shall pay WNG each month for all service rendered hereunder
the then-effective, applicable rates and charges under WNG's Rate Schedule TSS,
as such rates and charges and Rate Schedule TSS may hereafter be modified,
supplemented, superseded or replaced generally or as to the service hereunder.
Shipper agrees that WNG shall have the unilateral right from time to time to
file with the appropriate regulatory authority and make effective changes in (a)
the rates and charges applicable to service hereunder, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of the
General Terms and Conditions incorporated by reference in such rate schedule(s);
provided, however, Shipper shall have the right to protest any such changes.
3.2 This Agreement in all respects is subject to the provisions of Rate
Schedule TSS, or superseding rate schedule(s), and applicable provisions of the
General Terms and Conditions included by reference in said Rate Schedule TSS,
all of which are by reference made a part hereof.
ARTICLE IV
TERM
4.1 This Agreement shall become effective on October 1, 1994 (the
"Effective Date") and shall continue in full force and effect until October 31,
2013, subject to the provisions of Section 6.5; provided, however, subject to
Section 6.5, this Agreement shall be considered as renewed and extended beyond
such original term for successive five (5) year terms thereafter, unless
canceled, effective at the end of the primary term or at the end of any
2
subsequent five (5) year term, by twelve (12) months advance written notice by
either party.
4.2 This Agreement may be suspended or terminated by WNG in the event
Shipper fails to pay all of the amount of any xxxx rendered by WNG hereunder
when that amount is due; provided, however, WNG shall give Shipper and the FERC
thirty (30) days notice prior to any suspension termination of service. Service
may continue hereunder if within the thirty-day notice period satisfactory
assurance of payment is made by Shipper in accord with Article 18 of the General
Terms and Conditions. Suspension or termination of this Agreement shall not
excuse Shipper's obligation to pay all demand and other charges for the original
term of the Agreement.
ARTICLE V
NOTICES
5.1 Unless otherwise agreed to in writing by the parties, any notice,
request, demand, statement or xxxx respecting this Agreement shall be in writing
and shall be deemed given when placed in the regular mail or certified mail,
postage prepaid and addressed to the other party, or sent by overnight delivery
service, or by facsimile, at the following addresses or facsimile numbers,
respectively:
To Shipper: Western Resources, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Gas Supply Department
Fax: (000) 000-0000
To WNG:
Payments: Xxxxxxxx Natural Gas Company
P. 0. Xxx 0000
Xxxxx, XX 00000
Attention: Revenue Accounting
All Notices: Xxxxxxxx Natural Gas Company
P. O. Xxx 0000
Xxxxx, XX 00000
Attention: Manager - Transportation
Services
Fax: (000) 000-0000
3
ARTICLE VI
MISCELLANEOUS
6.1 The interpretation, performance and enforcement of this Agreement
shall be construed in accordance with the laws of the State of Oklahoma.
6.2 As of the date of execution of Exhibits A, B, and C attached to
this Agreement, such executed exhibits shall be incorporated by reference as
part of this Agreement. The parties may amend Exhibits A, B, and C by mutual
agreement, which amendment shall be reflected in revised Exhibit(s) A, B, and C
and shall be incorporated by reference as part of this Agreement.
6.3 Any Service Agreement under Rate Schedule TSS shall not cover
transportation under both TSS-P and TSS-M.
6.4 OTHER THAN AS MAY BE SET FORTH HEREIN, WNG MAKES NO OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
6.5 (a) (1) A Material Adverse Event for purposes of this
Agreement shall occur if (i) a legislative,
administrative or judicial entity, either State or
Federal, takes an action (other than action requiring
the "unbundling" described in (ii) below) which
materially frustrates the benefit which, at the time
of executing the Agreement, either Party reasonably
foresaw as accruing to it under this Agreement; or
(ii) Shipper is required by law to "unbundle" its
distribution transportation service from its
distribution sales service, and, if, solely as a
result of its customers' exercise of their rights
resulting from such "unbundling," the customers of
Shipper reduce their annual purchases of gas from
Shipper by more than 15% from any one calendar year
to the next or by more than 25% in the aggregate. The
base period to be used for the purpose of the above
25% reduction comparison shall be the amount of gas
purchased by such customers from Shipper in the
twelve-month period immediately preceding the month
in which "unbundling" was effective on Shipper's
system.
(2) It is the intent of the parties that the values and
risks associated with this Agreement be preserved and
not altered to the detriment of either party by the
occurrence of
4
the Material Adverse Event. If either party believes
that the Material Adverse Event has occurred which
substantially affects the values and risks associated
with this Agreement, then such party may give written
notice to the other party of its desire to negotiate
whatever modifications to this Agreement are
necessary to offset the adverse impact claimed to
have resulted from the occurrence of that event. Such
notice must be given within sixty days of the
occurrence of the Material Adverse Event. Insofar as
possible, in the event of the Material Adverse Event,
the parties shall modify this Agreement or take other
actions as necessary to preserve the aforesaid values
and risks such that neither party is prejudiced as
the result of such Material Adverse Event.
(3) If the parties agree that a Material Adverse Event
has occurred and, in the sixty (60) day period
following service of the notice described in Section
6.5(a)(2) above, have not successfully completed
their negotiations, the party adversely affected by
the Material Adverse Event, as its sole and exclusive
remedy, may terminate this Agreement by thirty (30)
day prior written notice to the other party. If the
parties disagree as to whether a Material Adverse
Event has occurred, then the parties will be deemed
to have a dispute which shall be submitted to dispute
resolution pursuant to Section 6.5(g) below.
(4) The foregoing shall be the sole avenue of redress
available to the parties in the event of the Material
Adverse Event.
(5) The fact that an event is an event of Force Majeure
under this Agreement will not prevent it from also
being a Material Adverse Event.
6.5 (b) No party to this Agreement shall be entitled to,
and each party hereby waives its right to, take
legal or regulatory action with respect to any
dispute under this Agreement until it has complied
in good faith with the alternative dispute
resolution procedures set forth in Section 6.5(g).
Should an issue arise as to whether a dispute
must be submitted to dispute resolution, that issue
shall be decided pursuant to the dispute resolution
procedures in Section 6.5 (g). Further, in all
5
cases, this Article shall not apply to the extent
either party reasonably deems it necessary to take
legal action immediately to prevent irreparable
injury.
6.5 (c) Notwithstanding the provisions of Section 4.1,
after the expiration of two (2) years from the
Effective Date, either party shall have the right to
terminate all or a portion of the firm capacity
provided to the other party under this Agreement on
one (1) year prior written notice if the other party
has failed to meet a Qualified Offer (as hereinafter
defined), but only to the extent of the Qualified
Offer. A Qualified Offer to Shipper shall mean a bona
fide written offer to Shipper from another natural
gas pipeline to provide transportation services for a
date certain. Such offer shall be for the provision
of firm transportation services serving all or any
portion of the markets served by WNG under this
Agreement and shall provide (i) reasonably equivalent
or superior transportation reliability and security
when compared with the combination of services
provided by WNG under its rate schedules FTS and TSS
as set forth in this Agreement and (ii) a net annual
cost of service (e.g., reflecting the revenue
received by Shipper for reassigned capacity) to
Shipper less than the net annual cost of service for
equivalent services offered under this Agreement. A
Qualified Offer to WNG shall mean a bona fide written
offer to WNG from another natural gas shipper seeking
transportation services for a date certain. Such
offer shall be for the provision of transportation
services for all or any portion of WNG's pipeline
system used to serve all or any portion of the
markets served by WNG under this Agreement and shall
be for firm service. A Qualified Offer shall be
required to contain specific dollar rates as the sole
consideration and not involve the barter, exchange or
lease of non-transportation related goods or
services.
6.5 (d) If Shipper receives a Qualified Offer that it
elects to pursue, Shipper shall notify WNG in writing
of the material terms (i.e., term, quantity over the
term, pricing over the term, termination provisions
and other significant conditions) of the Qualified
Offer (the "Shipper Offer Notice"). Within thirty
(30) business days of WNG's receipt of the Shipper
Offer Notice, WNG shall inform Shipper in writing as
to whether the Shipper Offer Notice appears to WNG to
be based on a Qualified
6
Offer. If WNG determines that the Shopper Offer
Notice is not based on a Qualified Offer, such
written notice shall include the basis for such
determination. If Shipper disagrees with WNG's
determination, it will have the right to contest the
determination in accordance with Section 6.5(g)
below. If WNG determines that the Shipper Offer
Notice is based on a Qualified Offer, then WNG's
notice must include either (i) WNG's offer to provide
equivalent transportation services at rates and other
material terms at least equivalent to that contained
in the Shipper Offer Notice, or (ii) WNG's statement
that it has declined to meet the Qualified Offer. In
the case where WNG has failed or declined to meet a
Qualified Offer, WNG and Shipper shall promptly make
the necessary amendments to this Agreement to reduce
the contracted for firm capacity upon the effective
date of the transportation contract with the
competing entity making the Qualified Offer. Further,
Shipper shall be free to contract with the competing
entity providing the Qualified Offer so long as the
transportation contract is substantially similar to
the terms and conditions set forth in the Shipper
Offer Notice and the effective date of such contract
is no sooner than one (1) year from the date of the
Shipper Offer Notice. Any material amendment to the
term, quantity, or pricing of transportation capacity
shall constitute a new Qualified Offer which shall
require a new Shipper Offer Notice at least one (1)
year prior to the earliest of when the material
amendment would become effective. In the case where
WNG elects to meet the Qualified Offer, the parties
will expeditiously incorporate the material terms of
the Qualified Offer in this Agreement and provide for
reasonable conforming changes to the remainder of the
Agreement, all to become effective one (1) year from
the date of the Shipper Offer Notice.
6.5 (e) If WNG receives a Qualified Offer that it elects
to pursue, WNG shall notify Shipper in writing of the
material terms (i.e., term, quantity over term,
pricing over term, termination provisions and other
significant conditions) of the Qualified Offer (the
"WNG Offer Notice"). Within thirty (30) business days
of Shipper's receipt of the WNG Offer Notice, Shipper
shall inform WNG in writing as to whether the WNG
Offer Notice appears to Shipper to be based on a
Qualified Offer. If Shipper determines that the WNG
Offer Notice is not based on a Qualified
7
Offer, such written notice shall include the basis
for such determination. If WNG disagrees with
Shipper's determination, it will have the right to
contest the determination in accordance with Section
6.5(g) below. If Shipper determines that the WNG
Offer Notice is based on a Qualified Offer, then
Shipper's notice must include either (i) Shipper's
offer to acquire equivalent transportation services
at rates and other material terms at least equivalent
to that contained in the WNG Offer Notice, or (ii)
Shipper's statement that it has declined to meet the
Qualified Offer. In the case where Shipper has failed
or declined to meet a Qualified Offer, WNG and
Shipper shall promptly make the necessary amendments
to this Agreement to reduce the contracted for firm
capacity upon the later of (i) one (1) year from the
date of the WNG Offer Notice or (ii) the earliest
date thereafter permitted under WNG's then current
tariff. Then, WNG shall post the available capacity
on its electronic bulletin board as required under
its then current tariff. If Shipper fails or declines
to meet a Qualified Offer as its response to the WNG
Offer Notice, Shipper waives its right to and agrees
not to bid on or match the Qualified Offer capacity
as permitted under WNG's then current tariff. In the
case where Shipper elects to meet the Qualified
Offer, the parties will expeditiously incorporate the
material terms of the Qualified Offer in this
Agreement and provide for reasonable conforming
changes to the remainder of the Agreement, all to
become effective one (1) year from the date of the
WNG Offer Notice.
6.5 (f) For a period of one (1) year after the receipt of
a Qualified Offer and during the term of any
transportation contract with a competing entity
replacing capacity under this Agreement, Shipper, or
WNG, as appropriate shall maintain sufficient records
to verify and substantiate the existence of a bona
fide Qualified Offer and, if the Qualified Offer is
consummated and agreement(s) executed, the
transportation contract(s) with the competing entity
conforming to the Qualified Offer. Upon reasonable
advance written notice from the party not matching a
Qualified Offer exercised no more than twice during
any twelve (12) month period, the other party shall
make such records available to an independent "Big
Six" auditor appointed and paid for by the party not
matching a Qualified Offer to verify compliance with
the terms of this Section 6.5.
8
6.5 (g) (1) The parties shall attempt promptly and in
good faith to resolve any dispute arising out of or
relating to this Agreement, through negotiations
between representatives who have authority to settle
the controversy. Any party may give the other
party(ies) written notice of any such dispute not
resolved in the normal course of business. Within
twenty (20) days after delivery of the notice,
representatives of both parties shall meet at
a mutually acceptable time and place, and
thereafter as often as they reasonably deem
necessary, to exchange information and to
attempt to resolve the dispute, until the parties
conclude that the dispute cannot be resolved through
unassisted negotiation. Negotiations extending sixty
(60) days after notice shall be deemed at an impasse,
unless otherwise agreed by the parties.
(2) If a negotiator intends to be accompanied at a meeting
by an attorney, the other negotiator(s) shall be given
at least three working days notice of such intention
and may also be accompanied by an attorney. All
negotiations pursuant to this clause are confidential
and shall be treated as compromise and settlement
negotiations in any regulatory proceeding and of the
Federal and State Rules of Evidence.
(3) If a dispute arising out of or relating to this
Agreement with more than $20,000.00 at issue has not
been resolved within sixty (60) days of the disputing
party's notice, a party wishing resolution of the
dispute ("Claimant") shall initiate assisted
Alternative Dispute Resolution (ADR) proceedings as
described in this Section. Once the Claimant has
notified the other ("Respondent") of a desire to
initiate ADR proceedings, the proceedings shall be
governed as follows: By mutual agreement, the parties
shall select the ADR method they wish to use. That ADR
method may include arbitration, mediation, mini-trial,
or any other method which best suits the circumstances
of the dispute. The parties shall agree in writing to
the chosen ADR method and the procedural rules to be
followed within thirty (30) days after receipt of
notice of intent to initiate ADR proceedings. To the
extent the parties are unable to agree
9
on procedural rules in whole or in part, the current
Center for Public Resources (CPR) Model Procedure for
Mediation of Business Disputes, CPR Model Mini-trial
Procedure, or CPR Commercial Arbitration
Rules--whichever applies to the chosen ADR
method--shall control, to the extent such rules are
consistent with the provisions of this Section. If
the parties are unable to agree on an ADR method, the
method shall be arbitration.
The parties may jointly request that the Kansas
Corporation Commission (KCC) select a single unbiased
and experienced neutral third party (Neutral) to
preside over the ADR proceedings. A Neutral shall be
deemed to have adequate experience if an attorney or
former judge. None of the Neutrals may be present or
former employees, attorneys, or agents of either
party or of the KCC. All Neutrals shall be unbiased
and have no economic interest in either party or in
the issue submitted to ADR. The Neutral shall have no
past or present material relationship with the
parties or their counsel. If the Kansas Corporation
Commission declines to appoint a Neutral or if the
parties do not jointly request the Kansas Corporation
Commission to select a Neutral, the American
Arbitration Association shall be requested to appoint
the Neutral.
(4) The ADR proceeding shall take place in Wichita,
Kansas, within 30 days after the Neutral has been
selected. The Neutral shall apply the laws of the
State of Oklahoma. The Neutral shall issue a written
decision within thirty (30) days after the ADR
proceeding is complete. Each party shall be
responsible for an equal share of the costs of the
ADR proceedings. The parties agree that any
applicable statute of limitations shall be tolled
during the pendency of the ADR proceedings, and no
legal action may be brought in connection with this
agreement during the pendency of an ADR proceeding.
The Neutral's written decision shall become final and
binding on the parties, unless a party objects in
writing within thirty (30) days of receipt of the
decision. The
10
objecting party may then file a lawsuit in state or
federal court in Wichita, Kansas or file a complaint
or request for a declaratory order with the Federal
Energy Regulatory Commission (FERC). The parties
hereby waive their rights to file such a lawsuit in
any other court. The Neutral's written decision shall
be admissible in the objecting party's lawsuit or in
such FERC proceeding.
6.5 (h) Contemporaneously with the signing of this
Agreement by WNG and Shipper, WNG has made a filing
with the FERC regarding the recovery of from
$35,000,000 or more of Account No. 191 costs from its
customers. Notwithstanding any other provision of
this Agreement, Shipper shall have the option to
terminate this Agreement by giving 30 days' notice to
WNG in the event that: (1) the amount to be recovered
by WNG under such filing from its customers
(including Shipper) shall exceed $35,000,000, and (2)
the regulatory agency having jurisdiction over
Shipper issues an order disallowing recovery by
Shipper of any portion of Shipper's allocated share
of the amount in excess of $35,000,000. The effective
date of the termination shall be on the first
anniversary date of this Agreement (October 1)
subsequent to the end of the 30 day notice period.
6.5 (i) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original and all of which shall constitute one
agreement which is binding upon all the parties
hereto, notwithstanding that all Parties are not
signatories to the same counterpart. A Party's signed
facsimile transmission of this Agreement indicates
such Party's intent to be bound by the terms of this
Agreement upon the other Parties hereto becoming
bound hereby. This Agreement will not be effective
against any Party if execution (including execution
by signed facsimile transmission, as provided in the
preceding sentence) by all Parties does not occur.
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
ATTEST: XXXXXXXX NATURAL GAS COMPANY
By: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
-------------------------- ---------------------------
Assistant Secretary Title: Sr. VP
-------------------------
ATTEST: WESTERN RESOURCES, INC.
By: [SIGNATURE ILLEGIBLE] By: Xxxxxxx X. Xxxxx
-------------------------- ----------------------------
Title: Ass't. Sec'y. Title: President & CEO, KPL
----------------------- -------------------------
As Shipper
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