September 21, 2017 Federal Energy Regulatory Commission 888 First Street, N.E. Washington, D.C. 20426 Attention: Ms. Kimberly D. Bose, Secretary Re: Non-Conforming, Negotiated Rate Transportation Service Agreement Filing; El Paso Natural Gas Company, L.L.C.; Docket No. RP17- Commissioners: El Paso Natural Gas Company, L.L.C. ("EPNG") hereby tenders for filing and acceptance by the Federal Energy Regulatory Commission ("Commission" or FERC ) the tariff records listed in the attached Appendix A. The tariff records reflect the addition of a new non-conforming, negotiated rate transportation service agreement ( TSA ) to EPNG s FERC Gas Tariff, Third Revised Volume No. 1A ( Tariff ). The tariff records are proposed with an effective date of November 1, 2017. Reason for Filing In accordance with Section 154.112(b) of the Commission s regulations, EPNG is submitting TSA No. FT3HG000 with WPX Energy Marketing, LLC ( WPX ) for the Commission s review and acceptance as a non-conforming, negotiated rate TSA. 1 As described below, the TSA contains non-conforming provisions that are not included in EPNG s Rate Schedule FT-1 Form of Service Agreement ( Pro Forma ). Accordingly, EPNG is proposing to update its Tariff to reflect WPX s TSA. Description of Filing As part of contract negotiations, WPX and EPNG agreed to non-conforming provisions in TSA No. FT3HG000 2 that address the recovery of carbon tax and 1 2 EPNG notes that subsequent to the original execution of this TSA, but prior to its effective date, WPX and EPNG amended the TSA: (i) to extend the contract date, (ii) to delete a primary point of delivery and related footnote and pressure information displayed on Exhibit A, (iii) to add a contractual right of first refusal, and (iv) to allow electronic execution of the TSA. TSA No. FT3HG000 is a seven year term agreement that provides for a maximum quantity of 55,000 Dth per day of firm transportation capacity at a negotiated rate.
Federal Energy Regulatory Commission 2 September 21, 2017 greenhouse gas costs, the modification and construction of facilities, 3 creditworthiness and a future obligation to remove outdated non-conforming provisions from the TSA. As further described herein, EPNG requests that the Commission review and accept such non-conforming provisions. Recovery of Carbon Tax and Greenhouse Gas Costs Paragraph 6 includes a provision that addresses the possibility that the Commission may authorize EPNG to recover carbon tax and greenhouse gas emission costs ( Greenhouse Gas Costs ). Greenhouse Gas Costs include any carbon emissions tax or other greenhouse assessment imposed on EPNG including, but not limited to, any command or control costs, cap and trade costs, or any other greenhouse gas emissions-related costs arising from any statutory or regulatory framework. If FERC determines that such costs are recoverable only through EPNG s Commissionapproved recourse rates, then EPNG and WPX have agreed that the fixed negotiated reservation rate for service shall be increased by the amount of EPNG s maximum reservation rate under Rate Schedule FT-1 that is attributable to such Greenhouse Gas Costs. The Commission has previously accepted contract language proposing similar provisions. 4 Term of Agreement, Commitment to Good Faith Negotiations and Construction Language Paragraph 9 of the FT-1 Pro Forma provides a fill-in-the-blank provision for the term of the agreement. This provision allows for beginning and ending dates, construction requirements, extension rights, contractual right-of-first-refusal language as well as termination provisions. Paragraph 9 of WPX s TSA specifies that the term of the TSA will begin on the later of the in-service date of the Wink Compressor Modifications or November 1, 2017 and end on the later of November 30, 2024 or seven years from the In-Service Date of the Wink Compressor Modifications. 5 3 4 5 Such facilities will include the installation of minor Section 2.55(a) auxiliary facilities and plant yard piping modifications at an existing compressor station ( Wink Compressor Modifications ) that provide EPNG greater operational flexibility at the compressor station. EPNG will also construct a new receipt interconnect point, with associated metering facilities. The new meter station will be built pursuant to EPNG s blanket certificate authority. See El Paso Natural Gas Company L.L.C., unpublished letter orders dated May 26. 2016 and July 28, 2016 in Docket No. RP16-872-000, Colorado Interstate Gas Company, L.L.C. unpublished letter order in Docket No. RP15-576-000 dated March 19, 2015, and El Paso Natural Gas Company, L.L.C., unpublished letter order in Docket No. RP13-662-000 dated March 27, 2013. The in-service date is further defined in Paragraph 11 of the TSA. While the Pro Forma provides a fill-in-the-blank for Transportation Contract Demand and for specific time periods in this paragraph, EPNG and WPX have clarified that the in-service date shall mean the date (i) the Wink Compressor Modifications are ready for service and (ii) EPNG is authorized to place the Wink Compressor Modifications into service. While the addition of this provision provides further clarity as to the TSA s effective time period, it is not specifically included in the Pro Forma. As such, EPNG is providing the language to the Commission for review.
Federal Energy Regulatory Commission 3 September 21, 2017 Paragraph 9 contemplates that if for any reason FERC does not accept this TSA, then EPNG and WPX shall negotiate in good faith and enter into an amended TSA such that the amendment affects the original intent of the parties as closely as possible and facilitates approval of the amended agreement by the FERC. In such event, EPNG will seek approval of the amended TSA as soon as reasonably practicable. While EPNG s Pro Forma allows for a fill-in-the-blank for the term of the TSA and facility construction, it does not include language addressing further good faith negotiations if FERC fails to accept the TSA. Thus, EPNG is submitting this language for review. Paragraph 9 of the WPX TSA also includes a provision recognizing that EPNG must construct interconnect facilities in order to provide transportation service from the primary receipt point set forth in the TSA. EPNG will construct new receipt interconnect and meter station facilities in Loving County, TX ( WPX Interconnect ). The new metering facilities will be capable of accepting and measuring gas receipts of up to 95,000 Dth per day. Commencing on April 1, 2017, EPNG is obligated to provide WPX with bi-weekly reports on the status of the construction of facilities and projections of In- Service dates. Further, Paragraph 9 provides that EPNG s obligation to construct the WPX Interconnect and the Wink Compressor Modifications is subject to two conditions precedent. First, EPNG s obligation to construct the new WPX Interconnect and the Wink Compressor Modifications is subject to EPNG receiving all necessary approvals and authorizations from its senior management and/or from EPNG s Board of Directors and/or its appropriate parent company by November 25, 2016. 6 Additionally, EPNG must receive all necessary regulatory approvals, permits, and other authorizations required for the construction and operation of the facilities, in a form and substance satisfactory to EPNG in its sole discretion. Pursuant to the terms of Paragraph 9, only EPNG has the right to waive such conditions precedent. If these conditions precedent are not fully satisfied, the EPNG may terminate the TSA. This language is not provided in EPNG s Pro Forma. Accordingly, EPNG is submitting the language for review. Creditworthiness EPNG and WPX have agreed to creditworthiness related provisions in Paragraph 14 of the TSA. Paragraph 14 provides that during the term of the TSA, WPX shall demonstrate and maintain satisfaction of creditworthiness in accordance with EPNG s Tariff. 7 If at any time during the term of the TSA WPX is unable to satisfy the Tariff s general creditworthiness provisions, WPX shall provide additional credit support. This additional support will be in the form of a letter of credit, a guaranty from a party that satisfies the creditworthiness standards, or such other form that is acceptable to EPNG in its sole discretion. Such credit support shall be at least equal to 18 months of anticipated charges ( Enhanced Credit Support ) for the first 2 years such capacity is 6 7 EPNG has already obtained such senior management approvals. See General Terms and Conditions, Section 4.16 in EPNG s Tariff.
Federal Energy Regulatory Commission 4 September 21, 2017 available under this TSA, and thereafter shall equal the amount of credit support authorized in the EPNG s Tariff for sales of existing capacity. The Enhanced Credit Support shall be provided to EPNG at least 90 days prior to the anticipated In-Service Date of the Wink Compressor Modifications. WPX shall not be required to maintain the Enhanced Credit Support for a period longer than 27 months. The specification of the creditworthiness requirement is necessary to provide EPNG greater financial security given that EPNG will be required to construct new pipeline and metering facilities in order to provide the requested service and provide WPX certainty. Although this language is non-conforming, EPNG believes this provision is an acceptable deviation and respectfully requests the Commission accept this non-conforming provision. 8 Elimination of Non-Conforming Provisions Paragraph 16 of the TSA provides that upon satisfaction of any condition to the TSA, or the completion of any action which causes a provision in this TSA to no longer be relevant, EPNG and WPX shall execute a replacement TSA. The replacement TSA will omit the outdated provisions but all other terms of the TSA shall remain unchanged. Since EPNG s Pro Forma does not include provide for such administrative updates, EPNG is submitting this language for review. EPNG believes this provision is an acceptable deviation from the Pro Forma and respectfully requests the Commission accept this non-conforming provision. Negotiated Rate Section 4.18 of the GT&C allows EPNG and a shipper to agree to a service rate that varies from the minimum-to-maximum range provided in the Tariff s Statement of Rates. Pursuant to that provision, EPNG and WPX have agreed to a negotiated fixed monthly reservation rate for TSA No. FT3HG000. Specifically, Exhibit B, Footnote 1a of the TSA contains a negotiated reservation rate of $3.65 per Dth per month that is not subject to the applicable maximum or minimum Rate Schedule FT-1 recourse reservation rate for the corresponding rate zone. The negotiated rate will allow EPNG to fully recover the costs of the lateral and meter station over the course of the TSA s term. EPNG requests that the Commission accept this negotiated rate. 8 The Commission has previously approved similar creditworthiness provisions. See El Paso Natural Gas Company, L.L.C., unpublished letter order in Docket No. RP13-662-000 dated March 27, 2013, Colorado Interstate Gas Company, L.L.C., unpublished letter order in Docket No. RP11-2507-000 dated September 27, 2011; and El Paso Natural Gas Company, L.L.C, unpublished letter order in Docket No. RP14-233-000 dated December 20, 2013.
Federal Energy Regulatory Commission 5 September 21, 2017 Tariff Provisions EPNG is submitting the following tariff records pursuant to Section 154.112(b) (2016) and Subpart C of the Commission's regulations. Part VII, Sections 102.0 through 102.2 are updated to display the WPX nonconforming, negotiated rate agreement described above. Procedural Matters Inasmuch as this filing is fully described herein, the statement of the nature, the reasons and the basis for the instant tariff filing required by Section 154.7(a)(6) (2016) of the Commission's regulations is omitted. In accordance with the applicable provisions of Part 154 of the Commission's regulations, EPNG is submitting an etariff XML filing package, which includes the following: a) a transmittal letter; b) Appendix A, a list of the proposed tariff records; c) Appendix B, a marked version of the non-conforming, negotiated rate TSA reflecting changes from the Pro Forma; d) Appendix C, a copy of the executed agreement; and e) clean and marked versions of each tariff record in PDF format. EPNG respectfully requests the Commission accept the tendered tariff records for filing and permit them to become effective on November 1, 2017 coincident with the effective date of the TSA. With respect to any tariff provisions the Commission allows to go into effect without change, EPNG hereby moves to place the tendered tariff provisions into effect at the end of the suspension period. Additionally, pursuant to 18 C.F.R. 154.7(a)(7) (2016) of the Commission's regulations, EPNG respectfully requests that the Commission grant all waivers necessary to effectuate this filing. to: Correspondence and communications concerning this filing should be directed Mr. Francisco Tarin Mr. Mark A. Minich Director, Regulatory Assistant General Counsel El Paso Natural Gas Company, L.L.C. El Paso Natural Gas Company, L.L.C. Post Office Box 1087 Post Office Box 1087 Colorado Springs, CO 80944 Colorado Springs, CO 80944 Telephone: (719) 667-7517 Telephone: (719) 520-4416 Facsimile: (719) 520-4697 Facsimile: (719) 520-4415 EPNGRegulatoryAffairs@kindermorgan.com Mark_Minich@kindermorgan.com
Federal Energy Regulatory Commission 6 September 21, 2017 These persons have been designated for service in accordance with Rule 203 of the Commission's Rules of Practice and Procedure. The undersigned hereby certifies that he has read this filing and knows (i) the contents of such filing and the attachments; (ii) that the contents as stated in the filing and in the attachments are true to the best of his knowledge and belief; and (iii) that he possesses full power and authority to sign this filing. Respectfully submitted, EL PASO NATURAL GAS COMPANY, L.L.C. By /s/ Francisco Tarin Director Regulatory Enclosures
Certificate of Service I hereby certify that I have this day caused a copy of the foregoing document to be served upon all shippers on EPNG s pipeline system and interested state regulatory commissions, in accordance with the requirements of Sections 154.208 and 385.2010 of the Commission's Rules of Practice and Procedures. Dated at Colorado Springs, Colorado as of this 21 st day of September 2017. /s/ Francisco Tarin Post Office Box 1087 Colorado Springs, CO 80944 (719) 667-7517
EL PASO NATURAL GAS COMPANY, L.L.C. Non-Conforming, Negotiated Rate Agreement Filing Appendix A Third Revised Volume No. 1A Part VII: Non-Conforming Agreements Section 102.0 WPX Energy Marketing, LLC # FT3HG000 Version 0.0.0 Section 102.1 WPX Energy Marketing, LLC #FT3HG000 Exh A Version 0.0.0 Section 102.2 WPX Energy Marketing, LLC #FT3HG000 Exh B Version 0.0.0
Appendix B
Agreement No. FT3HG000 Firm Transportation Service Agreement Rate Schedule FT-1 between El Paso Natural Gas Company, L.L.C. and WPX Energy Marketing, LLC Dated: November 1, 2017
Agreement No. FT3HG000 Transportation Service Agreement Rate Schedule FT-1 Dated: November 1, 2017 The Parties identified below, in consideration of their mutual promises, agree as follows: 1. Transporter: EL PASO NATURAL GAS COMPANY, L.L.C. 2. Shipper: WPX ENERGY MARKETING, LLC 3. Applicable Tariff: Transporter's FERC Gas Tariff Third Revised Volume No. 1A, as the same may be amended or superseded from time to time ("Tariff"). Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in the Tariff. 4. Incorporation by Reference: This Agreement in all respects shall be subject to the provisions of Rate Schedule FT-1 and to the applicable provisions of the General Terms and Conditions of the Tariff as filed with, and made effective by, the FERC as same may change from time to time. 5. Transportation service at and between primary receipt points and primary delivery points shall utilize a Flow Path and shall be transported on a firm basis in accordance with the Tariff. Receipt Points, Delivery Points and Flow Paths: Shipper agrees to tender gas for transportation service and Transporter agrees to accept receipt quantities at the primary receipt points identified in Exhibit A. Transporter agrees to provide transportation service and deliver gas to Shipper (or for Shipper's account) at the primary delivery points identified in Exhibit A. Receipts and deliveries of gas for transportation service shall be accommodated by the Flow Path(s) identified on Exhibit A. Minimum and maximum delivery pressures, as applicable, are listed on Exhibit A. 6. Rates and Surcharges: As set forth in Exhibit B, Shipper shall pay the applicable maximum tariff rate unless otherwise provided. Transporter and Shipper may mutually agree to a discounted rate pursuant to the rate provisions of Rate Schedule FT-1 and Section 4.17 of the General Terms and Conditions. Recovery for Carbon Tax and Greenhouse Gas Costs: Shipper shall pay Transporter for any FERC-approved costs incurred by Transporter in connection with any greenhouse gas emissions tax or charges imposed on Transporter including, but not limited to, any command and control costs, cap and trade costs, or any other greenhouse gas emissions-related costs arising from any statutory or regulatory framework whatsoever ( Greenhouse Gas Costs ). If FERC authorizes the recovery of Greenhouse Gas Costs only through Transporter s reservation rates, then Shipper will agree to modify its negotiated fixed monthly Reservation Rate under this Agreement by the amount of Transporter s maximum reservation rate under Rate Schedule FT-1 that is attributable to such costs. 7. Exhibits A and B attached to this Agreement, are hereby incorporated by reference as part of this Agreement. 8. Negotiated Rate Agreement: Yes X No 9. Term of Agreement: Beginning: The later of November 1, 2017 or the In-Service Date of the Wink Compressor Modifications Ending: The later of November 30, 2024 or seven (7) years from the In-Service Date of the Wink Compressor Modifications 1
Agreement No. FT3HG000 If the FERC for any reason does not accept this Agreement for filing, then Transporter and Shipper shall negotiate in good faith and enter into an amended Firm Transportation Service Agreement so as to (i) effect the original intent of the parties as closely as possible in order that the transaction contemplated herein is consummated as originally contemplated to the fullest extent possible and (ii) facilitate approval of the amended agreement by the FERC. In such event, Transporter shall seek FERC approval of the amended Firm Transportation Service Agreement as soon as reasonably practicable. A contractual right of first refusal shall apply to this Agreement, pursuant to Section 4.14 of the General Terms and Conditions. Construction of Facilities: In order to provide transportation service for Shipper under this Agreement, the Parties recognize that Transporter must construct additional facilities that will include certain piping modifications at the Wink compressor station, which will be hereinafter referred to as the ( Wink Compressor Modifications ). Transporter shall also construct a new interconnect facility on Transporter s Line No. 2000 at or near milepost 976 in Loving County, Texas, and associated metering facilities capable of accepting and measuring gas receipts of up to 95,000 Dth/day, such interconnect facilities will be hereinafter referred to as the ( WPX Interconnect ). Shipper shall enter into, or cause an affiliate to enter into, a mutually agreeable Interconnect Agreement with Transporter for the WPX Interconnect. Commencing April 1, 2017, Transporter shall provide Shipper bi-weekly reports on the status of the construction of the facilities described above and projections of the in-service dates. Transporter s obligation to construct the WPX Interconnect and the Wink Compressor Modifications and to provide firm transportation service is expressly made subject to the following two (2) conditions precedent, and only Transporter shall have the right to waive such conditions precedent: (a) Receipt of all necessary approvals and authorizations for the construction of the Wink Compressor Modifications and the WPX Interconnect from the senior management of Transporter and/or from the Board of Directors of Transporter and/or its appropriate parent company by November 25, 2016; and (b) The receipt by Transporter of all necessary regulatory approvals, permits, and other authorizations required for the construction and operation of the WPX Interconnect and the Wink Compressor Modifications in a form and substance satisfactory to Transporter in its sole discretion. If the immediately preceding conditions precedent are not fully satisfied then Transporter may terminate this Agreement. 10. Effect on Prior Agreement(s): When this Agreement becomes effective, it shall amend and restate the following agreement(s) between the Parties: Agreement No. FT3HG000 originally dated November 1, 2017. 2
Agreement No. FT3HG000 11. Transportation Contract Demand ("TCD"): TCD (Dth/d) Time Period 55,000 See 9 Subject to this Paragraph 11, In-Service Date shall mean the date (i) the Wink Compressor Modifications are completed and ready for service, and (ii) Transporter is authorized to place the Wink Compressor Modifications into service. 12. Notices, Statements, and Bills: To Shipper: WPX Energy Marketing, LLC 3500 One Williams Center, Suite 3400 Tulsa, OK 74172 Attn: Contract Management Fax: (539) 573-9520 To Transporter: See Points of Contact in the Tariff. 13. 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. 14. Creditworthiness: Shipper shall demonstrate, and maintain throughout the term of this Agreement, satisfaction of creditworthiness requirements of the GT&C of Transporter s Tariff. In the event Shipper is unable to satisfy the general creditworthiness provisions set forth in Transporter s Tariff, Shipper shall provide additional credit support (in the form of a Letter of Credit, a guaranty from a party that satisfies the creditworthiness standards, or such other form that is acceptable to Transporter in its sole discretion). Such credit support shall be at least equal to 18 months of anticipated charges (the Enhanced Credit Support ) for the first 2 years such capacity is available under this Agreement, and thereafter shall equal the amount of credit support authorized in the Transporter s Tariff for sales of existing capacity. The Enhanced Credit Support shall be provided to Transporter at least 90 days prior to the anticipated In-Service Date of the Wink Compressor Modifications. Shipper shall not be required to maintain the Enhanced Credit Support for a period longer than 27 month 15. Governing Law: Transporter and Shipper expressly agree that the laws of the State of Colorado 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. (Agreements executed prior to January 1, 2006 will be subject to the governing law provisions stated in such Agreements.) 16. 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. Transporter and Shipper will exercise reasonable efforts to minimize the number of replacement Agreements 3
Agreement No. FT3HG000 IN WITNESS HEREOF, the Parties have caused this Agreement to be electronically executed, by their duly authorized officers, the Day and Year first set forth herein. WPX ENERGY MARKETING, LLC EL PASO NATURAL GAS COMPANY, L.L.C. By Name By Will W. Brown Vice President-Business Development Title Date Date 4
Effective Dates: See 9 EXHIBIT A To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 Maximum Quantity - D-Code (Dth/d) 1/ Primary Receipt Point(s) / Location(s) (Scheduling Code(s)) IRAMSEYS prior to the inservice date of the new WPX Interconnect (anticipated to be November 1, 2017). The new WPX Interconnect would be the primary receipt point thereafter. Receipt Loc Code(s) 1260291/ Primary Delivery Point(s) / Location(s) (Scheduling Code(s)) Delivery Loc Code(s) Flow Path January February March April May June July August September October November December TBD ILONEWA 151624 VA 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 Delivery Pressure (p.s.i.g.) Not less than 2/ Delivery Pressure (p.s.i.g.) Not greater than 2/ TRANSPORTATION CONTRACT DEMAND 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 Shipper's Transportation Contract Demand: See Paragraph 11 1/ The sum of the Maximum Quantities identified above is equal to Shipper's Transportation Contract Demand for that Month. 2/ Unless otherwise specified on this Exhibit A, the pressure(s) for the point(s) listed above shall be the pressure existing from time to time at the metering facility; provided, however, El Paso reserves the right to deliver quantities at pressures up to the MAOP of that facility.
EXHIBIT B To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 Primary Receipt Point(s) As listed in Exhibit A Primary Delivery Point(s) Effective Dates Reservation Rate 1/ Usage Rate 1/ Fuel 2/ Surcharges 3/ As listed in Exhibit A See See 9 (1a) Primary and Alternate Receipt Point(s) / Location(s) (Scheduling Code(s)) Receipt Loc Code(s) Primary and Alternate Delivery Point(s) / Location(s) (Scheduling Code(s)) Delivery Loc Code(s) Effective Dates Reservation Rate 1/ Usage Rate 1/ Fuel 2/ Surcharges 3/ IRAMSEYS WPX Interconnect 1260291 TBD IMOBILWA IWESTARW IOASISWA ILONEWA IVALEROW WAHATRAN DPECSTRL 81035 151612 151617 151624 152149 1298029 1700018 See 9 (1a) 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-1; as such rates may be changed from time to time. 1a - As provided in Section 4.18 of the GT&C of Transporter s Tariff, the parties agree to the following negotiated rate(s): $3.6500 per Dekatherm per month which shall not be subject to the applicable maximum or minimum Rate Schedule FT-1 reservation rate for the corresponding rate zone as set forth in Transporter's Tariff.
EXHIBIT B To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 2/ Fuel and L&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, as they may be changed from time to time, unless otherwise agreed to by the Parties.
Appendix C
CLEAN TARIFF SECTIONS
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 Firm Transportation Service Agreement Rate Schedule FT-1 between El Paso Natural Gas Company, L.L.C. and WPX Energy Marketing, LLC Dated: November 1, 2017 Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Transportation Service Agreement Rate Schedule FT-1 Dated: November 1, 2017 Agreement No. FT3HG000 The Parties identified below, in consideration of their mutual promises, agree as follows: 1. Transporter: EL PASO NATURAL GAS COMPANY, L.L.C. 2. Shipper: WPX ENERGY MARKETING, LLC 3. Applicable Tariff: Transporter's FERC Gas Tariff Third Revised Volume No. 1A, as the same may be amended or superseded from time to time ("Tariff"). Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in the Tariff. 4. Incorporation by Reference: This Agreement in all respects shall be subject to the provisions of Rate Schedule FT-1 and to the applicable provisions of the General Terms and Conditions of the Tariff as filed with, and made effective by, the FERC as same may change from time to time. 5. Transportation service at and between primary receipt points and primary delivery points shall utilize a Flow Path and shall be transported on a firm basis in accordance with the Tariff. Receipt Points, Delivery Points and Flow Paths: Shipper agrees to tender gas for transportation service and Transporter agrees to accept receipt quantities at the primary receipt points identified in Exhibit A. Transporter agrees to provide transportation service and deliver gas to Shipper (or for Shipper's account) at the primary delivery points identified in Exhibit A. Receipts and deliveries of gas for transportation service shall be accommodated by the Flow Path(s) identified on Exhibit A. Minimum and maximum delivery pressures, as applicable, are listed on Exhibit A. 6. Rates and Surcharges: As set forth in Exhibit B, Shipper shall pay the applicable maximum tariff rate unless otherwise provided. Transporter and Shipper may mutually agree to a discounted rate pursuant to the rate provisions of Rate Schedule FT-1 and Section 4.17 of the General Terms and Conditions. Recovery for Carbon Tax and Greenhouse Gas Costs: Shipper shall pay Transporter for any FERC-approved costs incurred by Transporter in connection with any greenhouse gas emissions tax or charges imposed on Transporter including, but not limited to, any command and control costs, cap and trade costs, or any other greenhouse gas emissions-related costs arising from any statutory or regulatory framework whatsoever ( Greenhouse Gas Costs ). If FERC authorizes the recovery of Greenhouse Gas Costs only through Transporter s reservation rates, then Shipper will agree to modify its negotiated fixed monthly Reservation Rate under this Agreement by the amount of Transporter s maximum reservation rate under Rate Schedule FT-1 that is attributable to such costs. Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 7. Exhibits A and B attached to this Agreement, are hereby incorporated by reference as part of this Agreement. 8. Negotiated Rate Agreement: Yes X No 9. Term of Agreement: Beginning: The later of November 1, 2017 or the In-Service Date of the Wink Compressor Modifications Ending: The later of November 30, 2024 or seven (7) years from the In-Service Date of the Wink Compressor Modifications If the FERC for any reason does not accept this Agreement for filing, then Transporter and Shipper shall negotiate in good faith and enter into an amended Firm Transportation Service Agreement so as to (i) effect the original intent of the parties as closely as possible in order that the transaction contemplated herein is consummated as originally contemplated to the fullest extent possible and (ii) facilitate approval of the amended agreement by the FERC. In such event, Transporter shall seek FERC approval of the amended Firm Transportation Service Agreement as soon as reasonably practicable. A contractual right of first refusal shall apply to this Agreement, pursuant to Section 4.14 of the General Terms and Conditions. Construction of Facilities: In order to provide transportation service for Shipper under this Agreement, the Parties recognize that Transporter must construct additional facilities that will include certain piping modifications at the Wink compressor station, which will be hereinafter referred to as the ( Wink Compressor Modifications ). Transporter shall also construct a new interconnect facility on Transporter s Line No. 2000 at or near milepost 976 in Loving County, Texas, and associated metering facilities capable of accepting and measuring gas receipts of up to 95,000 Dth/day, such interconnect facilities will be hereinafter referred to as the ( WPX Interconnect ). Shipper shall enter into, or cause an affiliate to enter into, a mutually agreeable Interconnect Agreement with Transporter for the WPX Interconnect. Commencing April 1, 2017, Transporter shall provide Shipper bi-weekly reports on the status of the construction of the facilities described above and projections of the in-service dates. Transporter s obligation to construct the WPX Interconnect and the Wink Compressor Modifications and to provide firm transportation service is expressly made subject to the following two (2) conditions precedent, and only Transporter shall have the right to waive such conditions precedent: Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 (a) Receipt of all necessary approvals and authorizations for the construction of the Wink Compressor Modifications and the WPX Interconnect from the senior management of Transporter and/or from the Board of Directors of Transporter and/or its appropriate parent company by November 25, 2016; and (b) The receipt by Transporter of all necessary regulatory approvals, permits, and other authorizations required for the construction and operation of the WPX Interconnect and the Wink Compressor Modifications in a form and substance satisfactory to Transporter in its sole discretion. If the immediately preceding conditions precedent are not fully satisfied then Transporter may terminate this Agreement. 10. Effect on Prior Agreement(s): When this Agreement becomes effective, it shall amend and restate the following agreement(s) between the Parties: Agreement No. FT3HG000 originally dated November 1, 2017. 11. Transportation Contract Demand ("TCD"): TCD (Dth/d) Time Period 55,000 See 9 Subject to this Paragraph 11, In-Service Date shall mean the date (i) the Wink Compressor Modifications are completed and ready for service, and (ii) Transporter is authorized to place the Wink Compressor Modifications into service. 12. Notices, Statements, and Bills: To Shipper: WPX Energy Marketing, LLC 3500 One Williams Center, Suite 3400 Tulsa, OK 74172 Attn: Contract Management Fax: (539) 573-9520 To Transporter: See Points of Contact in the Tariff. 13. 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. Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 14. Creditworthiness: Shipper shall demonstrate, and maintain throughout the term of this Agreement, satisfaction of creditworthiness requirements of the GT&C of Transporter s Tariff. In the event Shipper is unable to satisfy the general creditworthiness provisions set forth in Transporter s Tariff, Shipper shall provide additional credit support (in the form of a Letter of Credit, a guaranty from a party that satisfies the creditworthiness standards, or such other form that is acceptable to Transporter in its sole discretion). Such credit support shall be at least equal to 18 months of anticipated charges (the Enhanced Credit Support ) for the first 2 years such capacity is available under this Agreement, and thereafter shall equal the amount of credit support authorized in the Transporter s Tariff for sales of existing capacity. The Enhanced Credit Support shall be provided to Transporter at least 90 days prior to the anticipated In- Service Date of the Wink Compressor Modifications. Shipper shall not be required to maintain the Enhanced Credit Support for a period longer than 27 months. 15. Governing Law: Transporter and Shipper expressly agree that the laws of the State of Colorado 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. (Agreements executed prior to January 1, 2006 will be subject to the governing law provisions stated in such Agreements.) 16. 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. Transporter and Shipper will exercise reasonable efforts to minimize the number of replacement Agreements. IN WITNESS HEREOF, the Parties have caused this Agreement to be electronically executed, by their duly authorized officers, the Day and Year first set forth herein. WPX ENERGY MARKETING, LLC EL PASO NATURAL GAS COMPANY, L.L.C. By Name By Will W. Brown Vice President-Business Development Title Date Date Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102.1 - WPX Energy Marketing, LLC #FT3HG000 Exh A Third Revised Volume No. 1A Version 0.0.0 Effective Dates: See 9 EXHIBIT A To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 Maximum Quantity - D-Code (Dth/d) 1/ Primary Receipt Point(s) / Location(s) (Scheduling Code(s)) IRAMSEYS prior to the inservice date of the new WPX Interconnect (anticipated to be November 1, 2017). The new WPX Interconnect would be the primary receipt point thereafter. Receipt Loc Code(s) 1260291/ Primary Delivery Point(s) / Location(s) (Scheduling Code(s)) Delivery Loc Code(s) Flow Path January February March April May June July August September October November December TBD ILONEWA 151624 VA 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 Delivery Pressure (p.s.i.g.) Not less than 2/ Delivery Pressure (p.s.i.g.) Not greater than 2/ TRANSPORTATION CONTRACT DEMAND 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 55,000 Shipper's Transportation Contract Demand: See Paragraph 11 1/ The sum of the Maximum Quantities identified above is equal to Shipper's Transportation Contract Demand for that Month. 2/ Unless otherwise specified on this Exhibit A, the pressure(s) for the point(s) listed above shall be the pressure existing from time to time at the metering facility; provided, however, El Paso reserves the right to deliver quantities at pressures up to the MAOP of that facility. Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102.2 - WPX Energy Marketing, LLC #FT3HG000 Exh B Third Revised Volume No. 1A Version 0.0.0 EXHIBIT B To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 Primary Receipt Point(s) As listed in Exhibit A Primary Delivery Point(s) Effective Dates Reservation Rate 1/ Usage Rate 1/ Fuel 2/ Surcharges 3/ As listed in Exhibit A See See 9 (1a) Primary and Alternate Receipt Point(s) / Location(s) (Scheduling Code(s)) Receipt Loc Code(s) Primary and Alternate Delivery Point(s) / Location(s) (Scheduling Code(s)) Delivery Loc Code(s) Effective Dates Reservation Rate 1/ Usage Rate 1/ Fuel 2/ Surcharges 3/ IRAMSEYS WPX Interconnect 1260291 TBD IMOBILWA IWESTARW IOASISWA ILONEWA IVALEROW WAHATRAN DPECSTRL 81035 151612 151617 151624 152149 1298029 1700018 See 9 (1a) 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-1; as such rates may be changed from time to time. 1a - As provided in Section 4.18 of the GT&C of Transporter s Tariff, the parties agree to the following negotiated rate(s): $3.6500 per Dekatherm per month which shall not be subject to the applicable maximum or minimum Rate Schedule FT-1 reservation rate for the corresponding rate zone as set forth in Transporter's Tariff. Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102.2 - WPX Energy Marketing, LLC #FT3HG000 Exh B Third Revised Volume No. 1A Version 0.0.0 EXHIBIT B To The Transportation Service Agreement Between El Paso Natural Gas Company, L.L.C. (Transporter) and WPX Energy Marketing, LLC (Shipper) Dated: November 1, 2017 Agreement No. FT3HG000 2/ Fuel and L&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, as they may be changed from time to time, unless otherwise agreed to by the Parties. Issued on: September 21, 2017 Effective on: November 1, 2017
MARKED TARIFF SECTIONS
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 Firm Transportation Service Agreement Rate Schedule FT-1 between El Paso Natural Gas Company, L.L.C. and WPX Energy Marketing, LLC Dated: November 1, 2017 Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Transportation Service Agreement Rate Schedule FT-1 Dated: November 1, 2017 Agreement No. FT3HG000 The Parties identified below, in consideration of their mutual promises, agree as follows: 1. Transporter: EL PASO NATURAL GAS COMPANY, L.L.C. 2. Shipper: WPX ENERGY MARKETING, LLC 3. Applicable Tariff: Transporter's FERC Gas Tariff Third Revised Volume No. 1A, as the same may be amended or superseded from time to time ("Tariff"). Capitalized terms used in this Agreement and not defined elsewhere have the meanings given to them in the Tariff. 4. Incorporation by Reference: This Agreement in all respects shall be subject to the provisions of Rate Schedule FT-1 and to the applicable provisions of the General Terms and Conditions of the Tariff as filed with, and made effective by, the FERC as same may change from time to time. 5. Transportation service at and between primary receipt points and primary delivery points shall utilize a Flow Path and shall be transported on a firm basis in accordance with the Tariff. Receipt Points, Delivery Points and Flow Paths: Shipper agrees to tender gas for transportation service and Transporter agrees to accept receipt quantities at the primary receipt points identified in Exhibit A. Transporter agrees to provide transportation service and deliver gas to Shipper (or for Shipper's account) at the primary delivery points identified in Exhibit A. Receipts and deliveries of gas for transportation service shall be accommodated by the Flow Path(s) identified on Exhibit A. Minimum and maximum delivery pressures, as applicable, are listed on Exhibit A. 6. Rates and Surcharges: As set forth in Exhibit B, Shipper shall pay the applicable maximum tariff rate unless otherwise provided. Transporter and Shipper may mutually agree to a discounted rate pursuant to the rate provisions of Rate Schedule FT-1 and Section 4.17 of the General Terms and Conditions. Recovery for Carbon Tax and Greenhouse Gas Costs: Shipper shall pay Transporter for any FERC-approved costs incurred by Transporter in connection with any greenhouse gas emissions tax or charges imposed on Transporter including, but not limited to, any command and control costs, cap and trade costs, or any other greenhouse gas emissions-related costs arising from any statutory or regulatory framework whatsoever ( Greenhouse Gas Costs ). If FERC authorizes the recovery of Greenhouse Gas Costs only through Transporter s reservation rates, then Shipper will agree to modify its negotiated fixed monthly Reservation Rate under this Agreement by the amount of Transporter s maximum reservation rate under Rate Schedule FT-1 that is attributable to such costs. Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 7. Exhibits A and B attached to this Agreement, are hereby incorporated by reference as part of this Agreement. 8. Negotiated Rate Agreement: Yes X No 9. Term of Agreement: Beginning: The later of November 1, 2017 or the In-Service Date of the Wink Compressor Modifications Ending: The later of November 30, 2024 or seven (7) years from the In-Service Date of the Wink Compressor Modifications If the FERC for any reason does not accept this Agreement for filing, then Transporter and Shipper shall negotiate in good faith and enter into an amended Firm Transportation Service Agreement so as to (i) effect the original intent of the parties as closely as possible in order that the transaction contemplated herein is consummated as originally contemplated to the fullest extent possible and (ii) facilitate approval of the amended agreement by the FERC. In such event, Transporter shall seek FERC approval of the amended Firm Transportation Service Agreement as soon as reasonably practicable. A contractual right of first refusal shall apply to this Agreement, pursuant to Section 4.14 of the General Terms and Conditions. Construction of Facilities: In order to provide transportation service for Shipper under this Agreement, the Parties recognize that Transporter must construct additional facilities that will include certain piping modifications at the Wink compressor station, which will be hereinafter referred to as the ( Wink Compressor Modifications ). Transporter shall also construct a new interconnect facility on Transporter s Line No. 2000 at or near milepost 976 in Loving County, Texas, and associated metering facilities capable of accepting and measuring gas receipts of up to 95,000 Dth/day, such interconnect facilities will be hereinafter referred to as the ( WPX Interconnect ). Shipper shall enter into, or cause an affiliate to enter into, a mutually agreeable Interconnect Agreement with Transporter for the WPX Interconnect. Commencing April 1, 2017, Transporter shall provide Shipper bi-weekly reports on the status of the construction of the facilities described above and projections of the in-service dates. Transporter s obligation to construct the WPX Interconnect and the Wink Compressor Modifications and to provide firm transportation service is expressly made subject to the following two (2) conditions precedent, and only Transporter shall have the right to waive such conditions precedent: Issued on: September 21, 2017 Effective on: November 1, 2017
El Paso Natural Gas Company, L.L.C. Part VII: Non-Conforming FERC Gas Tariff Section 102 - WPX Energy Marketing, LLC #FT3HG000 Third Revised Volume No. 1A Version 0.0.0 Agreement No. FT3HG000 (a) Receipt of all necessary approvals and authorizations for the construction of the Wink Compressor Modifications and the WPX Interconnect from the senior management of Transporter and/or from the Board of Directors of Transporter and/or its appropriate parent company by November 25, 2016; and (b) The receipt by Transporter of all necessary regulatory approvals, permits, and other authorizations required for the construction and operation of the WPX Interconnect and the Wink Compressor Modifications in a form and substance satisfactory to Transporter in its sole discretion. If the immediately preceding conditions precedent are not fully satisfied then Transporter may terminate this Agreement. 10. Effect on Prior Agreement(s): When this Agreement becomes effective, it shall amend and restate the following agreement(s) between the Parties: Agreement No. FT3HG000 originally dated November 1, 2017. 11. Transportation Contract Demand ("TCD"): TCD (Dth/d) Time Period 55,000 See 9 Subject to this Paragraph 11, In-Service Date shall mean the date (i) the Wink Compressor Modifications are completed and ready for service, and (ii) Transporter is authorized to place the Wink Compressor Modifications into service. 12. Notices, Statements, and Bills: To Shipper: WPX Energy Marketing, LLC 3500 One Williams Center, Suite 3400 Tulsa, OK 74172 Attn: Contract Management Fax: (539) 573-9520 To Transporter: See Points of Contact in the Tariff. 13. 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. Issued on: September 21, 2017 Effective on: November 1, 2017