SASABE PIPELINE OPEN SEASON BID SHEET. The In-Service Date for the Sasabe Pipeline. MDQ (Quantity in Dth) MDQ (Quantity in Dth)

Transcription

1 SASABE PIPELINE OPEN SEASON BID SHEET A. Shipper Name: B. Shipper Address: C. Term of service; Telephone Fax Commencing On: The In-Service Date for the Sasabe Pipeline Terminating On: D. imum Acceptable MDQ: Dth per Day Minimum Acceptable MDQ: Dth per Day E. Primary Receipt/Delivery : Primary Receipt Point Interconnection with EPNG Mainline Facilities near Tucson Primary Delivery Point Interconnection with winner of CFE s RFP near Sasabe TOTAL MDQ (Quantity in Dth) MDQ (Quantity in Dth) F. Monthly Reservation Rate per Dth: plus applicable Commodity Charges, ACA, FL&U, or other authorized surcharges, if any.

2 FORM OF TSA FIRM TRANSPORTATION SERVICE AGREEMENT between SASABE PIPELINE, L.L.C. and

3 TRANSPORTATION SERVICE AGREEMENT The parties identified below, in consideration of their mutual promises, agree as follows: 1. Transporter: SASABE PIPELINE, L.L.C. 2. Shipper: 3. Applicable Tariff: Transporter's FERC Gas Tariff Original Volume No. 1, as submitted with the certificate application and as approved by the Federal Energy Regulatory Commission ( FERC ), as the same may be amended or superseded from time to time ("the Tariff"). Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in the Tariff. 4. Changes in Rates and Terms. Transporter shall have the right to propose to the FERC changes in its rates and terms of service, and this Agreement shall be deemed to include any changes which are made effective pursuant to FERC Order or regulation or provisions of law, without prejudice to Shipper's right to protest the same. 5. Transportation Service: Transportation service at and between primary receipt point(s) and primary delivery point(s) shall be on a firm basis. Receipt and delivery of quantities at secondary receipt point(s) and/or secondary delivery point(s) shall be in accordance with the Tariff. The parties recognize that Transporter must construct facilities in order to provide transportation service for Shipper under this Agreement. Parties agree that on in-service date the following provisions no longer apply. Transporter s obligations under this Agreement are subject to: (i) The receipt and acceptance by Transporter of a FERC certificate and presidential permit for the facilities, as well as the receipt by Transporter of all other necessary regulatory approvals, permits and other authorizations for the additional facilities in form and substance satisfactory to Transporter in its sole discretion by no later than September 30, (ii) The acquisition of all rights-of-way, other surface rights and materials required to site, construct and maintain the pipeline facilities along the route described herein on terms and conditions acceptable to Transporter by no later than September 30, 2014; and the execution of agreements for the construction of facilities on terms acceptable to Transporter. 6. Receipt and Delivery points: Shipper agrees to tender Natural Gas for transportation service and Transporter agrees to accept receipt quantities at the primary receipt point(s) identified in Exhibit A. Transporter agrees to provide transportation service and deliver Natural Gas to Shipper (or for Shipper's account) at the primary delivery point(s) identified in Exhibit A. Minimum and maximum receipt and delivery pressures, as applicable, are listed on Exhibit A. 7. Rates and Surcharges: As set forth in Exhibit B. Transporter and Shipper may also agree to a discount using one of the discount types described in GT&C Section 4.13 of the Tariff. 8. Negotiated Rate Agreement: Yes No 1

4 9. imum Delivery Quantity ("MDQ"): MDQ (Dth/d) Effective Date In-Service Date 10. Term of Agreement: 11. Notices, Statements, and Bills: To Shipper: Invoices for Transportation: All Notices: At Shipper s request, Transporter shall make available each month to Shipper the original invoice, delivered by overnight mail (regular mail service shall not be used), at least ten (10) days prior to payment date. Any retroactive adjustment invoice shall be subject to the same procedure. To Transporter: See Points of Contact in the Tariff. 12. Effect on Prior Agreement(s): 13. Incorporation by Reference: This Agreement in all respects shall be subject to and shall incorporate as if set forth herein the provisions of the Tariff. 14. Governing Law: Transporter and Shipper expressly agree that the laws of the State of Texas shall govern the validity, construction, interpretation and effect of this Agreement and of the applicable Tariff provisions. This Agreement is subject to all applicable rules, regulations, or orders issued by any court or regulatory agency with proper jurisdiction. 15. Creditworthiness: Shipper shall provide acceptable credit support as described in the Open Season. 16. Arbitration: a. The Parties shall use their best efforts to resolve any disputes arising out of or pertaining to the provisions of this Agreement informally by good faith negotiations. Any such dispute which cannot be resolved by good faith negotiations within thirty (30) days shall be resolved pursuant to the provisions of subsection (b) of this Section 19. b. All disputes arising out of or related to this Agreement, which are not resolved by good faith negotiations pursuant to subsection (a), shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce ( Rules ), in force at the time of the dispute, by three (3) arbitrators appointed in accordance with the Rules. c. The place of arbitration shall be Houston, Texas. 2

5 d. The language of the arbitration shall be English. e. The arbitrator's decision shall be final and binding on the Parties. Judgment upon the award rendered by the arbitrators may be entered in any court of law having jurisdiction thereof. In the event that it is necessary to enforce such award, because of non-payment by a party under the terms of any arbitration award or any judgment confirming such award, all costs of enforcement, including reasonable attorneys fees shall be payable by the party against whom such award is enforced. f. Pending the decision or award of the ICC Arbitration Tribunal, the Parties shall continue to operate under the Agreement as it existed on the date arbitration was requested. 17. RESERVED 18. Targeted In-Service Date and Estimated Cost of Facilities. Transporter shall use commercially reasonable efforts to achieve an In-Service Date of September 30, Transporter shall use commercially reasonable efforts to keep Shipper informed of the anticipated In-Service Date and estimated cost of facilities. The parties recognize that the Transporter intends to file a petition to amend its Certificate Order to reflect revisions in the estimated cost (Exhibit K), in revenues, expenses and income (Exhibit N) and to the affected FERC Gas Tariff sheets (Exhibit P) in connection with the revised estimated cost of facilities approximately days prior to the anticipated In-Service Date. 19. Elimination of Non-Conforming Provisions. Upon the satisfaction of any condition to this Agreement, or the completion of any action which causes provisions of this Agreement to be no longer relevant, Transporter and Shipper shall execute a replacement Agreement with each of such conditions and/or provisions omitted, but with all other terms of this Agreement unchanged. IN WITNESS WHEREOF, the parties have executed this Agreement. TRANSPORTER: SHIPPER: SASABE PIPELINE, L.L.C. By By 3

6 EXHIBIT A to TRANSPORTATION SERVICE AGREEMENT between SASABE PIPELINE, L.L.C. (Transporter) and (Shipper) Shipper's imum Delivery Quantity ("MDQ"): See Paragraph 9 Primary Receipt (Note 1) Effective Dates Tucson Receipt (STR) See 9 Primary Receipt Point Quantity (Dth per Day) (Note 2) Minimum Sufficient to Enter Transporter s System imum MAOP Primary Delivery Sasabe Delivery (SSD) Effective Dates Primary Delivery Point Quantity (Dth per Day) (Note 3) Minimum See imum Line of Transporter s Facilities Notes: (1) Information regarding receipt and delivery point(s), including legal descriptions, measuring parties, and interconnecting parties, shall be posted on Transporter's Electronic Bulletin Board. Transporter shall update such information from time to time to include additions, deletions, or any other revisions deemed appropriate by Transporter. (2) Each receipt point quantity may be increased by an amount equal to Transporter's FL&U percentages. Shipper shall be responsible for providing FL&U at each receipt point on a pro rata basis based on the quantities received on any Day at a receipt point divided by the total quantity delivered at all delivery points under this Transportation Service Agreement. (3) The sum of the delivery quantities at all delivery point(s) shall be equal to Shipper's MDQ. (4) As part of the Sasabe Pipeline, Transporter will install metering facilities which will include a C9+ gas chromatograph near the US-Mexico border. Shipper will be given access to data from such chromatograph via the measurement system of the Sasabe Pipeline.

7 EXHIBIT B to TRANSPORTATION SERVICE AGREEMENT between SASABE PIPELINE, L.L.C. (Transporter) and (Shipper) Primary Receipt Tucson Receipt (STR) Primary Delivery Sasabe Delivery (SSD) Term of Rate See 9 Reservation Rate Commodity Rate Fuel Surcharges (Note 2) (Note 3) Secondary Receipt Secondary Delivery Term of Rate Reservation Rate Commodity Rate Fuel Surcharges All other Points All other Points See 9 (Note 2) (Note 3) Notes: (1) Unless otherwise agreed by the Parties in writing, the rates for service shall be Transporter s maximum rates for service under Rate Schedule FT or other superseding Rate Schedules, as such rates may be changed from time to time. Transporter plans to establish recourse rates assuming a 25 year depreciable life for the Sasabe Pipeline facilities. Shipper agrees to support such depreciation rate in the Certificate application process. In the event recourse rates are based on a capacity level higher than the contracted capacity, Shipper shall contract for the full capacity on which the recourse rate was calculated. (2) FL&U shall be as stated on Transporter's Statement of Rates in the Tariff, as they may be changed from time to time, unless otherwise agreed between the parties. (3) Surcharges, if applicable: All applicable surcharges, unless otherwise specified, shall be the maximum surcharge rate as stated on the Statement of Rates in the Tariff, as it may be changed from time to time, unless otherwise agreed to by the parties. Greenhouse Gas Costs: If any greenhouse gas costs are imposed pursuant to GT&C Section 28, Shipper shall pay such tax or costs through an additional surcharge. Such surcharges are in addition to any taxes or assessments Shipper is required to pay pursuant to GT&C Section 24. ACA: The ACA surcharge shall be assessed pursuant to GT&C Section 17.1 of the Tariff. (4) Quantities scheduled by Transporter from/to primary and/or secondary point(s) on any off-system capacity held by Transporter shall be subject to Transporter s Third Party Charges pursuant to GT&C Section 4.6.