Notice Text:

Subject: Request for Bids to Sell Gas on a Firm basis to Transco for WSS-Open Access Base Gas

In accordance with Transco’s obligations under Section 8.1 of Rate Schedule WSS-Open Access of Transcontinental Gas Pipe Line Company, LLC’s (Transco) FERC Gas Tariff, Transco is soliciting bids for the sale to Transco of up to 22,567 MMBtu/day of natural gas during the period from April 18, 2024 through April 30, 2024 (“Contract Period”), for up to a total of 293,380 MMBtu.

Pertinent details are as follows:

The point of receipt for such gas shall be Transco’s WSS-BASE Location ID number 9002440 located on Transco’s mainline pipeline system in St. Landry Parish, Louisiana (“WSS-BASE Location”).

The Supplier (as defined in the Firm Gas Purchase Agreement) shall be responsible for arranging and paying for all transportation, including all applicable surcharges and fuel, to the WSS-BASE Location from the receipt point.  A Supplier holding WSS-OA storage capacity and with sufficient inventory volumes may submit a bid under this solicitation, and any costs to affect the receipt of the gas to the WSS-BASE point of delivery (i.e., a WSS-Open Access Quantity Withdrawal Charge) will be the responsibility of the Supplier.

Only fixed price bids will be considered.

No partial period bids will be considered.

Bids for partial quantities (i.e., less than 22,567 MMBtu/day), but for no less than 10,000 MMBtu/day will be considered.

Under certain bid conditions, Transco may desire to purchase less than the full bid quantity.  Bids should, therefore, indicate what minimum portion of Supplier’s bid quantity may be accepted by Transco.

The sale will be made to Transco on a firm basis.  The quantity of gas delivered to Transco on any day may vary by up to ten percent (10%) of the accepted daily bid quantity provided that Supplier’s total deliveries during the Contract Period shall equal the product of the accepted daily contract quantity and the number of days in the Contract Period.  In the event Supplier fails to meet all sales obligations to Transco during the Contract Period, the price shall be decreased in accordance with the terms of the Firm Gas Purchase Agreement.

Transco's Firm Gas Purchase Agreement, without modification or any other conditions of any sort, must be used. This request for bids contains only a summary of the terms that apply to this transaction. A copy of the Firm Gas Purchase Agreement is attached below.

All parties wishing to bid must:

(a) be pre-approved as meeting Transco's creditworthiness requirements in accordance with Section 32 of the General Terms and Conditions of Transco’s FERC Gas Tariff; and

(b) have a currently effective, executed transportation service agreement(s) and/or storage service agreement(s) to deliver gas to the WSS-BASE Location.

Only bids actually received by Transco by no later than 10:00 a.m. CCT on April 16, 2024, will be considered.

Supplier(s) shall be selected based on the lowest priced bids.  In the case of ties, Transco will select the winning bid(s) based on a random and blind selection process.  However, Transco reserves the right to refuse any and/or all bids, if deemed unacceptable. Click here for Bid Form.

Any questions should be directed to Suzie Heiser at (832)588-6462, Chris Barnett at (713)826-3954 or Kristy Molina at (713)444-5224.

FIRM GAS PURCHASE AGREEMENT

FOR

WSS-OPEN ACCESS – BASE GAS

                    THIS AGREEMENT is entered into as of the        day of                    , 2024, between Transcontinental Gas Pipe Line Company, LLC, hereinafter referred to as "Transco", and                                          , hereinafter referred to as "Supplier".

W I T N E S S E T H:

                    WHEREAS, pursuant to Section 8.1 of Rate Schedule WSS-Open Access of Transco’s FERC Gas Tariff, Transco is obligated to maintain sufficient base gas to support total top gas capacity entitlements of its customers; and

                    WHEREAS, Transco desires to purchase on a firm basis, pursuant to the terms of this Agreement, a daily quantity of natural gas during the period from April 18, 2024 through April 30, 2024 to fulfill this obligation; and

                    WHEREAS, Supplier has available a supply of natural gas and desires to sell on a firm basis, pursuant to the terms of this Agreement, a daily quantity of natural gas;

                    NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:

ARTICLE I.

DEFINITIONS

                    The following words and terms wherever used in this Agreement shall have the following meaning:

                    A.   "BTU" shall mean British Thermal Unit; "MMBtu" shall mean one million (1,000,000) British Thermal Units.

                    B.   "Contract Period" shall mean that thirteen (13) day period beginning at 9:00 a.m. CCT on April 18, 2024, and ending at 9:00 a.m. CCT on May 1, 2024.

                    C.   "Contract Price" shall mean that price per MMBtu set forth in Article III below.

                    D.   "Daily Contract Quantity" shall mean                      MMBtu of natural gas per day.

                    E.   "Day" shall mean a period beginning at 9:00 A.M. CCT on a calendar day and ending at 9:00 A.M. Central Time on the next calendar day.

                    F.   "Supply Point" shall mean Buyer's WSS-BASE Location No. 9002440 located on Transco's mainline pipeline system in St. Landry Parish, Louisiana.

                    G.   "Gas" or "natural gas" shall mean merchantable natural gas that meets or exceeds specifications for gas to be transported pursuant to Transco's FERC Gas Tariff, including, not limited to, quality and temperature.

                    H.   "Schedule" or "scheduled" shall refer to the act of Transco and Supplier of notifying, requesting, and confirming to each other the quantity of gas to be delivered hereunder on any given Day during the Contract Period.

1. “Firm” shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure.

ARTICLE II.

QUANTITY

                    A.   Subject to Paragraph B below, Supplier agrees to sell and deliver to the Supply Point on a firm basis and Transco agrees to receive and purchase at the Supply Point on a firm basis, on each day of the Contract Period, the Daily Contract Quantity.

                    B.   Supplier's deliveries of gas  on any one Day may vary by up to ten percent (10%) of the Daily Contract Quantity, or such other variance as the parties may mutually agree to from time to time, provided that Supplier's total deliveries  during the Contract Period shall equal the product of the Daily Contract Quantity and thirteen (13) Days (the number of Days in the Contract Period) and further provided that Supplier shall schedule in advance the  quantities to be delivered on any Day and comply with Transco’s nomination and scheduling deadlines.

                     C.   Subject to the tolerances set forth in the preceding paragraph, Supplier is obligated daily to schedule, or cause to be scheduled, and to deliver, or cause to be delivered to Transco at the Supply Point, (1) on a daily basis, the Daily Contract Quantity of Gas, and (2) on a monthly basis, the product of the Daily Contract Quantity and the number of Days in the Contract Period.  If Supplier fails to satisfy such obligation and Transco's Replacement Price, as defined below, is more than the Contract Price, then Supplier shall be liable for and shall pay to Transco the sum of (a) a dollar amount equal the product of (i) the difference between the Replacement Price and the Contract Price multiplied by (ii) the difference between the quantity of gas which Supplier was obligated to deliver and the quantities actually delivered by Supplier at the Supply Point and (b) a dollar amount equal to any other costs which Transco in good faith incurs in buying the gas.  The "Replacement Price" shall be the price at which Transco, acting in good faith, is able to purchase comparable supplies.  The foregoing shall not be Transco’s sole remedy for Supplier’s failure to satisfy its obligations hereunder and shall be in addition to any and all other rights and remedies available to Transco.  The sole and exclusive remedy of the parties in the event of a breach of their obligations hereunder shall be “the Cover Standard” as the term is defined and applied in the 2020 NAESB Standard 6.3.1.  Any conflicting provisions of this Agreement shall be resolved in favor of this provision.

                    D.   Supplier recognizes that Transco is both the purchaser of gas pursuant to this Agreement and is the pipeline receiving gas at the Supply Point.  Supplier shall obtain transportation to the Supply Point, and it is Supplier’s obligation to arrange transportation on Transco’s pipeline, and on any upstream pipelines, which is necessary and adequate to effectuate delivery at the Supply Point of the quantities of gas which Supplier is required herein to deliver.   Supplier's delivery obligations hereunder shall not be satisfied unless such gas is delivered to Transco at the Supply Point in accordance with Transco's normal practices as a transporter of gas.  All nominations for delivery will be scheduled in accordance with Transco’s applicable transportation nomination and scheduling deadlines.

ARTICLE III.

PRICE

                    A.    The Contract Price payable for all gas delivered and received in accordance with the terms of this Agreement shall be $              per MMBtu.

                    B.   Transco is buying gas under this Agreement in order to increase its overall WSS-Open Access Base Gas storage inventory.  Supplier recognizes that, even if gas is accounted for as being delivered at the Supply Point hereunder pursuant to the terms of Transco's transportation rate schedules and the service agreements executed thereunder, Transco's purpose under this Agreement of increasing its overall WSS Base Gas storage inventory will not be achieved unless gas is physically delivered into Transco's system.  Therefore, in the event that Supplier has a negative (i.e. total deliveries exceed total receipts) net gas imbalance under any of its transportation agreements with Transco during the Contract Period, the price per MMBtu for all gas delivered and received under this Agreement shall be decreased to the weighted average cash-out Buy price paid by Transco for imbalances during the Contract Period pursuant to Section 37 of Transco’s FERC Gas Tariff, minus ten cents per MMBtu.

                   C.  Supplier shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any governmental authority (“Taxes”) on or with respect to the gas prior to Transco’s receipt of the gas at the Supply Point.  Transco shall pay or cause to be paid all Taxes on or with respect to the Gas upon or after Transco’s receipt of gas at the Supply Point, including all sales or gross receipts taxes.

ARTICLE IV.

QUALITY OF GAS

                    The gas received hereunder shall be merchantable natural gas that meets or exceeds the specifications for gas to be transported pursuant to Transco's FERC Gas Tariff, including, but not limited to, quality and temperature.

ARTICLE V.

METERING AND MEASUREMENT

                    The volume of gas received hereunder shall be the volume of gas measured and allocated as delivered to Transco at the Supply Point in compliance with Transco's generally applicable measurement and allocation requirements and practices.

ARTICLE VI.

TITLE AND LIABILITY

                    A.   Title to, possession of, and risk of loss of gas shall pass from Supplier to Transco at the Supply Point.

                    B.   As between the parties hereto, Supplier shall be in exclusive control and possession of the gas and responsible for any damage or injury caused thereby until same shall have been received by Transco at the Supply Point, after which delivery Transco shall be deemed to be in exclusive control and possession thereof and responsible for any injury or damage caused thereby.

ARTICLE VII.

WARRANTIES

                    Supplier warrants that Supplier has good title to all gas so delivered, that Supplier has the right to sell such gas to Transco, and that such gas shall be free from all royalties, liens, encumbrances, and all applicable taxes that are imposed upon the production and/or removal of gas prior to passage of title.  SUPPLIER AGREES TO INDEMNIFY TRANSCO SAVE TRANSCO HARMLESS AND DEFEND TRANSCO (WITH COUNCEL REASONABLY SATISFACTORY TO TRANSCO IN ALL RESPECTS) FROM ALL SUITS, ACTIONS, DEBTS, ACCOUNTS, DAMAGES, COSTS, LOSSES, AND EXPENSES ARISING FROM OR OUT OF ADVERSE CLAIMS OF ANY OR ALL PERSONS TO SAID GAS OR TO ROYALTIES, TAXES, LICENSE FEES, OR CHARGES THEREOF WHICH ARE APPLICABLE BEFORE THE TITLE PASSES TO TRANSCO OR WHICH MAY BE LEVIED OR ASSESSED UPON THE SALE THEREOF TO TRANSCO.  Supplier further warrants that the gas to be sold hereunder has been produced and transported to the Supply Point in accordance with all applicable laws, rules, regulations, and orders of all local, state, and federal authorities.

ARTICLE VIII

BILLING AND PAYMENT

                    A.   On or before the tenth (10th) Day after the Contract Period, Supplier shall render a statement to Transco showing the amount of gas delivered to Transco during the Contract Period, together with an invoice in the amount due therefor.

                    B.   If Transco fails to remit the full amount payable by it when due, interest on the unpaid portion shall accrue at a rate equal to the lower of (i) the interest rate as defined in the Federal Energy Regulatory Commission’s Code of Federal Regulations Section 18CFR154.501d(1).

                     C.   The parties shall have the right, upon reasonable notice and at reasonable times, to examine the books and records of the other to the extent reasonably necessary to verify the accuracy of any statement, payment demand, charge, payment, or computation made under this Agreement; provided, however, that any such audit and any claim based upon errors in any statement, payment demand, charge, payment or computation must be made within one (1) year of the date of such statement.

ARTICLE IX.

NOTICES

                    All billings, payments, statements, notices, and communications made pursuant to this Agreement shall be made as follows:

                                                           TRANSCO

                                                          Transcontinental Gas Pipe Line Company, LLC

                                                           P.O. Box 1396

                                                           Houston, Texas 77251-1396

                                                           Attention: Transportation Optimization

                                                           Telephone: (832)588-6462 or (713)826-3954

                                                          Facsimile:  713)444-5224

                                                           SUPPLIER                                                                                                                 Company__________________________________

                                                          Address__________________________________

                                                          Address__________________________________

                                                          Attention: ________________________________

                                                          Telephone: _______________________________

                                                          Facsimile:   _______________________________                                              

                    Either party may modify any information specified above by written notice to the other party.

ARTICLE X.

FINANCIAL RESPONSIBILITY

                    A.   Should the creditworthiness or financial responsibility of either party become unsatisfactory to the other party at any time during which this Agreement is in effect, satisfactory security may be required before further deliveries are made.  In the event either party shall (i) make an assignment or any general arrangement for the benefit of creditors; (ii) default in the payment or performance of any obligation to the other party under this Agreement; (iii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iv) otherwise become bankrupt or insolvent (however evidenced); (v) be unable to pay its debts as they fall due; or (vi) fail to give adequate security for or assurance of its ability to perform its further obligations under this Agreement within forty-eight (48) hours of a reasonable request by the other party, then the other party shall have the right to withhold or suspend deliveries or terminate this Agreement without further notice, in addition to any and all other remedies available hereunder or pursuant to law.

                    B.   Each party reserves to itself all rights, set-offs, counterclaims, and other defenses which it is or may be entitled to arising from or out of this Agreement.

ARTICLE XI.

FORCE MAJEURE

                    A.   Except with regard to a party's obligation to make payments due under this Agreement, in the event either party hereto is rendered unable, wholly or in part, by force majeure to carry out its obligations under this Agreement, it is agreed that upon such party's giving notice and full particulars of such force majeure as soon as reasonably possible, such notice to be confirmed in writing, or by facsimile to the other party, after the occurrence of the cause relied on, then the obligations of the party giving such notice, insofar as they are affected by such force majeure, from its inception, shall be suspended during the continuance of any inability so caused but for no longer period.

                    B.   The term "force majeure" as employed in this Agreement shall have the same meaning as set for in Section 11.1 of the General Terms and Conditions of Transco’s FERC Gas Tariff.

                    C.   Notwithstanding the foregoing Section B of this Article XI, the term "force  majeure" as employed in this Agreement specifically excludes the following occurrences or events:  the loss, interruption, or curtailment of interruptible transportation on any transporter necessary to effect  receipt or delivery of gas hereunder, unless the same event also curtails firm transportation on the same pipeline segment, to the extent firm transportation is available on the affected pipeline segment; and loss of markets.

                    D.   It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement of the use of diligence in restoring normal operating conditions shall not require the settlement of strikes or lockouts by acceding to the terms of the opposing party when such course is inadvisable in the discretion of the party having the difficulty.      

ARTICLE XII.

TERM

                    The term of this Agreement shall commence at 9:00 a.m. CCT, April 18, 2024, and shall continue until 9:00 a.m. CCT on May 1, 2024.

ARTICLE XIII.

MISCELLANEOUS

                    A.   This Agreement constitutes the entire agreement between the parties hereto.   There are no prior or contemporaneous agreements or representations affecting such subject matter other than those expressed in this Agreement.

                    B.   No modification or change herein shall be enforceable, except as specifically provided for in this Agreement, unless reduced to writing and executed by both parties.

                     C.   No assignment of this Agreement or any of the rights or obligations hereunder shall be made by either party unless the other party has consented in writing thereto, which consent shall not be unreasonably withheld.

                    D.   This Agreement is for the sole and exclusive benefit of the parties hereto.  Nothing expressed or implied herein is intended to benefit any other person, firm or corporation not a party hereto.

                    E.   No waiver by either party hereto of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any other default or defaults whether of a like kind or different nature.

                    F.   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED, AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                    G.   The heading used for the Articles herein is for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions of this Agreement.

                    IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

                                                                                                                                                                                                TRANSCONTINENTAL GAS PIPE LINE

                                                                   COMPANY, LLC

                                                                                                                                                                                                By _________________________________

                                                                   Amy Morris

                                                                   Director, Commercial Optimization

                                                                   [Supplier]

                                                                   By _________________________________

                                                                   Print Name__________________________                                                                            

                                          Title_________