HomeMy WebLinkAbout09-13-19 CenterPoint Energy - Rate for Transportation Service Rate CenterPoint, CenterPoint Energy
1111 Louisiana Street
Energy Houston,TX 77002-5231
P.O.Box 2628
Houston,TX 77252-2628
September 13, 2019
Mayor and City Council
City of La Porte
City Hall
La Porte, Texas
RE: CENTERPOINT ENERGY ENTEX: Rate for Transportation Service Rate
Schedule No. T-90 C and General Terms and Conditions for Transportation
Service
Honorable Mayor and City Officials:
In accordance with Section 102.151 and 104.003(b) of the Texas Utilities Code,
CenterPoint Energy hereby files the referenced schedules which reflect a contract rate
and general terms and conditions for natural gas transportation service in the City of La
Porte.
This filing is made so that you will be informed of the rates in La Porte. No action
by the City is necessary. Please do not hesitate to contact me at 713-207-5946 if you
have any questions.
Sincerely,
Keith Wall
Director Regulatory Affairs
DELIVERED TO:
of
NAME OFFICE(Mayor,City Secretary,etc.)
the City of La Porte on this day of , 2019.
SIGNATURE
CENTERPOINT ENERGY ENTEX
TRANSPORTATION SERVICE
TEXAS COAST DIVISION
RATE SCHEDULE NO.T-90 C
AVAILABILITY
Service under this Rate Schedule shall be available only for transportation and delivery of natural gas to an End-use
Customer where natural gas is tendered for delivery to CENTERPOINT ENERGY ENTEX(herein"Company")at
existing city gate stations or other facilities of adequate capacity and suitable pressure in areas identified in Company's .
Texas Rate Book.
APPLICATION
This Rate Schedule is applicable to gas transportation service,where(a)a written Transportation Service Agreement
and Exhibit A (hereinafter "Agreement") have been executed between Company and a Shipper; (b) Shipper has
arranged for delivery of natural gas to Company at a Receipt Point acceptable to Company in its sole discretion;(c)
Company redelivers an equivalent quantity of gas to a Delivery Point or Delivery Points in Company's Houston or
Texas Coast Divisions, as defined in the contract contemplated hereby, (d) where the actual consumption at the
Delivery Point or Delivery Points will be,based on Company's best estimate, at least 10 MMBtu per day, and(e)
Company does not take title to or own the gas so transported.
DEFINITIONS
For definitions of terms contained in this Rate Schedule, see the General Terms and Conditions for Transportation
Service("General Terms")contained in Company's Texas Rate Book for this Rate Schedule.
NET MONTHLY RATE
(A) Effective with all bills calculated on and after July 11,2019,the Net Monthly Rate for gas transported under
this Rate Schedule for all gas transported and delivered to the facilities of an End-use Customer with a CD,as defined
herein,greater than or equal to 10 MMBtu and less than 50 MMBtu during a billing period shall be equal to the sum
of:
(i) Customer Charge @ $342.58;
(ii) Administrative Charge @ $17.5000/MMBtu of Contract Demand,as defined herein;
(iii) Distribution Charge
First 750 MMBtu @ $0.7500/MMBtu
Next 750 MMBtu @ $0.6000/IvlMBtu
Over 1,500 MMBtu @ $0.4500/NAvlBtu
(iv) Payments to Government Authorities,as defined herein.
(B) Effective with all bills calculated on and after July 11,2019,the Net Monthly Rate for gas transported under
this Rate Schedule for all gas transported and delivered to the facilities of an End-use Customer with a CD,as defined
herein,greater than or equal to 50 MMBtu and less than 100 MMBtu during a billing period shall be equal to the sum
of:
(i) Customer Charge @ $1,167.58;
(ii) Administrative Charge @ $6.2500/MNIBtu of Contract Demand,as defined herein;
(iii) Distribution Charge @ $0.3500/MMBtu
(iv) Payments to Government Authorities,as defined herein.
Original Rate Schedule T-90 C Replaces Rate Schedule T-90 Effectise 07-11-19
CENTERPOINT ENERGY ENTEX
TRANSPORTATION SERVICE
TEXAS COAST DIVISION
RATE SCHEDULE NO.T-90 C
NET MONTHLY RATE(cont'd)
(C) Effective with all bills calculated on and after July 11,2019,the Net Monthly Rate for gas transported under
this Rate Schedule for all gas transported and delivered to the facilities of an End-use Customer with a CD,as defined
herein,greater than or equal to 100 MMBtu during a billing period shall be equal to the sum of:
(i) ' Customer Charge @ $1,167.58;
(ii) Administrative Charge @ $4.0000/MMBtu of Contract Demand,as defined herein;
(iii) Distribution Charge @ $0.1125/MMBtu
(iv) Payments to Government Authorities,as defined herein.
CONTRACT DEMAND
Each individually metered point of delivery or aggregated points of delivery shall have a Contract Demand("CD")
calculated in MMBtu and equal to the higher of:
(i) The Initial CD shall equal the average daily usage of the individually metered point of delivery or aggregated
points of delivery for the sixty(60)month period ended June 30,2018 for all gas consumed;
a. for individually metered points of delivery or aggregated points of delivery that have at least twelve
(12)months of gas consumption but less than sixty(60)months of gas consumption,the Initial CD
shall equal the average daily usage of the individually metered point of delivery or aggregated points
of delivery for the period in which the point(s)have been consuming natural gas and will updated
annually every July 1 until there is a history of sixty(60)months of gas consumption;
b. for individually metered points of delivery or aggregated points of delivery that have gas
consumption measured in Mcf but do not gas consumption measured in MMBtu,the MMBtu for
those months that were measured in Mcf only shall be calculated by multiplying each month's
measured Mcf by an assumed Btu factor of 1.025;
c. for individually metered points of delivery or aggregated points of delivery that are new to the
distribution system and have no current gas consumption, the Initial CD shall be specified in the
initial Exhibit A,as described in the Company's General Terms and Conditions for Transportation
Service for this Rate Schedule;
d. for individually metered points of delivery or aggregated points of delivery that experience an
operational change that materially affects the level of natural gas usage by the individually metered
point of delivery or aggregated points of delivery;then a new Initial CD shall be calculated taking
into account those operational changes;such Initial CD shall remain in effect until the individually
metered points of delivery or aggregated points of delivery have at least twelve (12) months of
measured MMBtu under the new level of natural gas usage;
(ii) Beginning July 1,2019 and each July 1 thereafter,the Replacement CD shall equal the average daily usage
of the individually metered point of delivery or aggregated points of delivery for the sixty(60)month period
ended June 30 of the most recent calendar year available. The Replacement CD will not become effective
until the Initial CD calculation of the individually metered point of delivery or aggregated points of delivery
includes sixty(60)months of measured MMBtu.
(iii) In no instance shall the Initial CD or the Replacement CD be less than 10 MMBtu.
Original Rate Schedule T-90 C Replaces Rate Schedule T-90 Effective 07-11-19
CENTERPOINT ENERGY ENTEX
TRANSPORTATION SERVICE
TEXAS COAST DIVISION
RATE SCHEDULE NO.T-90 C
ANNUAL RATE ADJUSTMENT
The Customer Charges in this rate schedule may be adjusted annually to recover the cost of changes in investment in
service for gas utility services. The annual adjustment will be the same as any annual incremental change in the
Customer Charge for General Service Large Volume Sales customers in the CenterPoint Energy Operating Division
in which the individually metered point of delivery or aggregated points of delivery are located.
EOUIVALENT QUANTITY OF NATURAL GAS
The term"Equivalent Quantity of Natural Gas"shall mean that quantity of natural gas in MMBtu which is thermally
equivalent to the quantity of gas delivered or caused to be delivered by the Shipper to Company on any one day,less
a quantity of natural gas equal to two percent(2%)of the quantity of natural gas delivered by Shipper to the Receipt
Point for line loss and shrinkage when the Shipper is located downstream of a city gate meter station. No line loss or
shrinkage will be retained by Company when the Shipper is located downstream of a farm tap meter station.
PAYMENTS TO GOVERNMENTAL AUTHORITIES
In addition to the amounts provided for above, Shipper shall reimburse Company for all Payments to Governmental
Authorities paid by Company with respect to the transportation service and any other service provided under the
Agreement,or which may be related to any associated facilities involved in the performance of the Agreement. If any
Payment to a Governmental Authority is based upon the value of or price paid by an end-use customer receiving gas
transported under the Agreement,then Shipper will notify Company of the price paid by such end-use customer to enable
Company to calculate and pay all such fees and taxes to appropriate governmental authorities in a timely manner. If
Shipper fails or refuses to notify Company of the purchase price of such gas within thirty(30)days from the date the
related transportation service is provided,then Company will estimate the purchase price of such gas and make such
payments to the governmental authority,and Company shall be reimbursed by Shipper for such amounts. In any event,
Shipper will indemnify Company for, and hold Company harmless from, any and all claims, demands, losses, or
expenses,including attorneys'fees,which Company may incur as a result of Shipper's failure or refusal to disclose the
purchase price of gas transported under the Agreement.
OTHER CHARGES
Service under this Rate Schedule may be subject to additional charges as specified in the General Terms. These
charges include,but are not limited to,charges related to analog telemetering service,discontinuance of transportation
service,re-institution of transportation service and imbalances.
BILLING AND PAYMENT
Company's invoices will be based on the quantity of MMBtu delivered by Company at each Delivery Point. Such
bills shall be rendered promptly after the close of each billing period and shall be paid within five(5)days after the
date the invoice is rendered. Company shall have the right to bill Shipper each month on the basis of nominated
quantities or estimated quantities,provided that adjustments shall be made to such quantities in subsequent months'
billings based on actual quantities delivered. Past due amounts shall bear interest from the due date until paid at the
rate specified in the General Terms. Upon an Event of Default, as defined in the General Terms, Company may
suspend receipt and delivery of gas until Shipper has paid all past due amounts owed Company and has made credit
arrangements satisfactory to Company.
NATURAL GAS ACT
Company shall not be obligated to transport any gas under this schedule if such transportation would render Company,
in Company's sole determination,a"Natural Gas Company"under the Natural Gas Act, 15 U.S.C.§717 et seq.
Original Rate Schedule T-90 C Replaces Rate Schedule T-90 Effective 07-11-19
CENTERPOINT ENERGY ENTEX
TRANSPORTATION SERVICE
TEXAS COAST DIVISION
RATE SCHEDULE NO.T-90 C
WRITTEN SERVICE AGREEMENT
Service under this Rate Schedule shall be available only pursuant to a written Agreement between Company and
Shipper,which provides,inter alis,that Shipper agrees to the abandonment of the service contemplated hereunder by
Company on the date said contract expires.
CURTAILMENT
In the event of curtailment by Company of Company's customers,Company shall curtail deliveries to the facilities of
the End-use Customer(without any liability to Shipper for damages or otherwise) at the Delivery Point in the same
manner as Company's end-use customers of the same classification based on Company's then prevailing curtailment
schedule. Company shall not curtail deliveries hereunder unless such curtailment will benefit Company's higher
priority customers;provided,however,if any governmental or regulatory authority having jurisdiction over Company
or its curtailment plan,by rule or order, establishes some other curtailment priority schedule or plan for Company,
then Company shall comply with such rule or order(without any liability to Shipper for damages or otherwise).
MEASUREMENT
The upstream pipeline shall establish proper methods of measurement at the Receipt Point. Measurement at the
Delivery Point shall be in accordance with the General Terms. Volumes received at the Receipt Point and delivered
at the Delivery Point will be adjusted to reflect Company's lost and unaccounted for gas and fuel as established by the
Company from time to time for the Receipt Point and Delivery Point set forth in the Agreement and the General
Terms.
GENERAL TERMS AND CONDITIONS
Service under the Rate Schedule is furnished in accordance with the Company's General Terms and Conditions for
Transportation Service,as amended from time to time.
Original Rate Schedule T-90 C Replaces Rate Schedule T-90 Effective 07-11-19
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
1. APPLICABILITY
1.1 These General Terms and Conditions for Transportation Service("General Terms")apply to service requested
from or provided by CENTERPOINT ENERGY ENTEX("Company")under the following Rate Schedule(s):
Rate Schedule T-90 H and T-90 C
Rate Schedule T-91 E and T-91 S
Rate Schedule T-92 H,T-92 C,T-92 E,and T-92 S
2. DEFINITIONS
2.1 The term "Agreement" or "Transportation Service Agreement" shall mean the written agreement for
transportation service between Company and the Shipper.
2.2 The term "annual volume limitation" or "AVL" means the maximum MMBtu which the Company shall be
obligated to deliver during the service year consisting of twelve consecutive billing periods specified in
Agreement.
2.3 The term "applicable index" shall be the reference price used for computation of imbalance cash outs under
Section 12 as specified by Company in the Agreement tendered to Shipper pursuant to Sections 3 and 4 hereof.
2.4 The term"Btu"shall mean British Thermal Unit.
2.5 The term"Business Day"means any day except Saturday,Sunday,or Federal Reserve Bank holidays.
2.6 The term"Company's applicable weighted average cost of gas" chall mean the weighted average cost of gas
per unit sold as billed to Company's residential and commercial customers in the same jurisdiction as the
Shipper's End-use Customer(s).
2.7 The term "cubic foot" shall mean the volume of gas which occupies one(1) cubic foot when said gas is at a
temperature of sixty degrees(60 degrees)Fahrenheit,and at a pressure of 14.65 pounds per square inch.absolute.
2.8 The term"day"or"daily"shall mean a period of twenty-four(24)consecutive hours,beginning and ending as
near as practicable to 9:00 a.m.,Central Clock Time,at the point at which delivery of gas is made.
2.9 The term"Delivery Point"shall mean(a)a single facility of an End-use Consumer situated at only one location
or at immediately contiguous locations served by one or more meters downstream of the Receipt Point; (b)
where Company has adequate capacity;(c)where the actual consumption of such facility will be in accordance
with the consumption requirements of the applicable Rate Schedule;and(d)the natural gas redelivered is for
ultimate consumption at such facility and not for resale or sharing with others.
2.10 The term"End-use Customer"shall mean the person or entity who owns the facilities receiving gas redelivered
by Company at the Delivery Point.
2.11 The term"Exhibit A"shall mean a formal written request by the Shipper to establish or amend transportation
service at a specified Delivery Point. The Exhibit A (a) will contain specified information as described in
Section 4 herein;(b)will require signed acknowledgement of the Shipper and the End-use Customer; and(c)
will be a binding commitment and addendum to the Transportation Service Agreement by and between Shipper
and Company.
First Revised Terms&Conditions Replaces Original T-90,T-91&T-92 Effective 07-11-2019
Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
2.12 The term"gas"or"natural gas"shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous
state consisting primarily of methane.
2.13 The term"gas supply"as it relates to purchased gas costs shall mean the charge for the product known as natural
gas, and does not include any charges associated with delivery of the product by Company or any supplier
pipeline of the Company.
2.14 The term "imbalance" shall mean the difference in the MMBtus of natural gas which Shipper takes at the
Delivery Point and the MMBtus which Shipper provides for transportation at the Receipt Point,net of lost and
unaccounted for gas and fuel,if any,specified in the Agreement.
2.15 The term"Maximum Daily Quantity"or"MDQ"shall mean the total maximum MMBtu which Company shall
be obligated to receive or deliver on a firm basis on any given day on behalf of customer.
2.16 The term"Maximum Hourly Quantity"or"MHQ"shall mean the maximum MMBtu Company is obligated to
deliver or receive for customer's account in any single hour. Company shall not be obligated to agree to a
maximum hourly quantity greater than 1/15 of the MDQ.
2.17 The term"Mcf'shall mean one thousand(1,000)cubic feet of gas. The term"MMBtu" shall mean one million
(1,000,000)Btu's.
2.18 The term"month,""Service Month,"or"monthly"chall mean the period beginning at 9:00 a.m.,Central Clock
Time,on the first day of the calendar month and ending onto 9:00 a.m.Central Clock Time,on the first day of
the next succeeding calendar month.
2.19 The terms"Payments to Governmental Authorities"or a"Payment to a Governmental Authority", as used herein,
means all taxes or fees levied upon and/or paid by Company [other than ad valorem, capital stock,income or
excess profit taxes(except as provided herein)],including,but not limited to,municipal franchise fees,and street
and alley rental fees set out in franchise ordinances, street crossing agreements, or licenses. Such terms also
include any other taxes,fees,or charges levied,assessed,or made by any governmental authority on the revenue
received by Company or the volume transported by Company under any Transportation Service Agreement, or
the act,right,or privilege of selling,transporting,handling,or delivering gas. Such taxes or fees may be based
upon the quantity,volume,heat content,value, sales price of the gas,purchase price of the gas,transportation
fee payable under any Transportation Service Agreement,and include any other fee,charge,cost reimbursement,
tax reimbursement,or payment under any agreement,including any applicable federal income tax imposed as a
result of the reimbursement of the cost of the installation of facilities and equipment at the Delivery Point(s)or
Receipt Point(s)under the terms of the applicable Transportation Service Agreement.
2.20 The term"Receipt Point"shall mean the point or points specified in the Agreement where Company agrees to
receive gas for transportation for the account of a Shipper.
2.21 The term "Shipper" shall mean the person or entity designated as the "Shipper" in a Transportation Service
Agreement executed by Company.
2.22 The term "year" or "service year" shall mean a period of three hundred sixty-five (365) consecutive days
beginning on the date specified in the Agreement for the commencement of the term of service or any
anniversary thereof; provided,however,that any year which contains a date of February 29, chart consist of
three hundred sixty-six(366)consecutive days.
First Revised Terms&Conditions Replaces Original T-90,T-91&T-92 Effective 07-11-2019
Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
3. APPLICATION FOR SERVICE
3.1 Upon request of Shipper,Company chall offer the requesting Shipper a Transportation Service Agreement in a
form acceptable to Company.
3.2 Unless waived by Company,a Shipper's submitted request for service and Transportation Service Agreement
shall be null and void if the Shipper fails to execute and return to Company the tendered Transportation Service
Agreement within thirty(30)days after such has been tendered to Shipper by Company for execution.
3.3 Execution of a Transportation Service Agreement by Shipper means that Shipper agrees to abide by the terms
of the Transportation Service Agreement,the terms of the applicable rate schedule(s),including these General
Terms as amended from time to time, and any other policies, rules or regulations incorporated into the
Transportation Service Agreement either directly or by reference.
3.4 Shipper or potential Shipper must agree to an initial minimum term of one year under any Transportation Service
Agreement.
3.5 Unless waived by Company,Shipper or potential Shipper must agree to bear the supply-related cost/credit shifts
or additional costs/credits,if any,directly resulting from the conversion of an End-use Customer from natural
gas service with Company to natural gas service with the Shipper or potential Shipper, including existing
pipeline commitments, existing gas supply costs, and additional administrative costs. The Company shall
maintain adequate records to demonstrate such costs and to substantiate that this result has been achieved,and
shall make such information available to the Shipper upon request. Company shall provide a good faith estimate
of such costs/credits based upon representations made by the Shipper as to End-use Customer usage,demand,
timing and other factors upon request of the Shipper or potential Shipper.
3.6 Acceptance of a Shipper as an approved Shipper on Company's system is contingent upon a satisfactory credit
appraisal by Company.
3.6.1 Company shall perform a credit appraisal,if applicable,utilizing the following information which Shipper
or potential Shipper shall furnish to Company:
3.6.1.1 A copy of Shipper's most recent audited financial statements;
3.6.1.2 A copy of Shipper's most recent twelve(12)month audited financial statement Annual Report and,if
applicable,SEC 10-K form;
3.6.1.3 A list of Shipper's affiliates,including parent and subsidiaries,if applicable;and
3.6.1.4 A bank reference and two trade references. The results of reference checks must show that Shipper's
obligations are being paid on a reasonably prompt basis.
3.6.2 Shipper must meet the following criteria in order to be deemed satisfactory for purposes of Section 3.6:
3.6.2.1 Shipper must not be operating under any chapter of the bankruptcy laws and must not be subject to
liquidation or debt reduction procedures under state laws, such as an assignment for the benefit of
creditors,or any informal creditors' committee agreement. An exception can be made for a Shipper
who is a debtor in possession operating under Chapter XI of the Federal U.S.Bankruptcy Act but only
with adequate assurances that the bills will be paid promptly as a cost of administration under the
federal court's jurisdiction.
First Revised Terms&Conditions Replaces Original T-90,T-91&T-92 Effective 07-11-2019
Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
3.6.2.2 Shipper must not be subject to pending liquidation or judicial proceedings in state or federal courts
which would cause a substantial deterioration in its financial condition or which could cause a
condition of insolvency or adversely affect its ability to exist as an on-going business entity.
3.6.2.3 Shipper must have no significant outstanding collection lawsuits or judgments which would jeopardize
Shipper's ability to remain solvent.
3.6.3 If a Shipper or potential Shipper fails to satisfy credit criteria, it may still obtain service hereunder if it
provides one of the following to Company: (a)a continuing deposit equal to a minimum of 180 days service
at the requested MDQ;(b)a standby irrevocable letter of credit acceptable to Company;or(c)a guarantee
by a person or another entity which does satisfy Company's credit criteria.
4. EXHIBIT A—ADDENDUM.TO TRANSPORTATION SERVICE AGREEMENT
4.1 A Shipper must be approved by Company and must have executed a valid Transportation Service Agreement
prior to submitting an Exhibit A requesting transportation services to a specified Delivery Point.
4.2 All approved Shippers must submit an Exhibit A for each individual End-use Customer pursuant to Section 4
hereof. An Exhibit A requesting initiation of transportation service to a specified End-use Customer must be
executed by the Shipper and the End-use Customer and submitted to Company at least thirty(30)days prior to
the anticipated commencement of such transportation service. An Exhibit A requesting changes in or renewal
of service to a specified End-use Customer must be executed by the Shipper and the End-use Customer and
submitted to Company at least fifteen (15) days prior to the anticipated change in or renewal of such
transportation service. Company shall,within ten(10)Business Days after receipt of an Exhibit A,notify the
Shipper in writing, or electronically via the Internet,that the Exhibit A has been approved or is deficient. If
Company deems the Exhibit A deficient,Shipper shall have the opportunity to resubmit a valid Exhibit A subject
to the notification requirements as set for in this Section.
4.3 All approved Shippers must submit an Exhibit A for any of the following:
4.3.1 A request to initiate transportation service at a specified Delivery Point;
4.3.2 A request to increase the MDQ or CD under an existing Exhibit A to a Transportation Service Agreement;
4.3.3 A request by an existing Shipper to add new or delete existing Receipt Point(s)or Delivery Point(s)under an
existing Exhibit A to a Transportation Service Agreement;or
4.3.4 A request by an existing Shipper to extend or renew an existing Exhibit A to a Transportation Service
Agreement that has expired or will expire and terminate by its own terms.
4.4 An Exhibit A must be in a form acceptable to Company. Such acceptable form will be provided to the Shipper
and will contain the following information:
4.4.1 Identity of Shipper— The exact legal name, identification (currently Dunn's) number, mailing and street
address and the name,phone number,telecopier number and e-mail address of person(s)to contact regarding
the service requested. If the person or entity requesting service is acting as an agent,then the exact name and
address of the agent's principal and written proof of the agency must also be established. If Shipper is
represented by an agent and/or asset manager,the exact name of such parties must be provided,and Shipper
must keep Company appraised as to changes in the identity of such representatives;
First Revised Terms&Conditions Replaces Original T-90,T-91 &T-92 Effective 07-11-2019
Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
4.4.2 Gas Quantities:
4.4.2.1 The MDQ;
4.4.2.2 The Initial Contract Demand("CD"),as defined in the applicable Rate Schedule
4.4.3 The Receipt Point(s)and Delivery Point(s);
4.4.4 Term of Service
4.4.4.1 Shipper or potential Shipper must request an initial minimum term of one year to initiate service;
4.4.4.2 Shipper may but is not required to elect evergreen terms if Shipper desires that service under the Exhibit
A continue after the initial term; such evergreen periods must reflect a minimum term of one month
renewals up to a maximum term of five(5)year renewals.
4.4.5 Identity of End-use Customer — the name, identification (currently Dunn's) number, mailing and street
address and the name, phone number, telecopier number and e-mail address of person(s) to contact for
operational and other notices;
4.4.6 Upstream Pipeline Contact Information for Confirmations
4.4.7 Indexes:
4.4.7.1 Applicable Monthly Index;
4.4.7.2 Applicable Index Adder;and
4.4.7.3 Applicable Daily Index
4.4.8 Certification may be required from an approved Shipper that it has the authority to deliver gas to Company's
system for transportation to the End-Use Customer.
4.5 Acceptance of any Exhibit A is contingent upon a satisfactory credit appraisal by Company pursuant to Section
3 hereof. An Exhibit A requesting transportation services above and beyond the service levels contemplated in
the initial or any subsequent credit appraisal will be contingent upon updated satisfactory credit appraisals by
Company pursuant to Section 3 hereof.
4.6 The approved Shipper must provide a description and the proposed location of any facilities to be constructed
or installed by any party affected by the proposed service.
4.7 Company shall promptly notify an approved Shipper if it cannot satisfy an otherwise valid request for
transportation service due to inadequate capacity or facilities.
4.8 Company may reject any Exhibit A or limit the term of any Exhibit A requested by an approved Shipper, if
Company, in its sole judgment, determines that the transportation service requested would impair the
operational integrity of Company's system or adversely affect Company's existing gas purchases, sales or
transportation. Company may,but shall not be required to,offer transportation service from alternate Receipt
Points or at reduced MDQ,MHQ or AVL. Such alternative shall be put forth in a modified Exhibit A offered
by Company to an approved Shipper.
First Revised Terms&Conditions Replaces Original T-90,T-91&T-92 Effective 07-11-2019
Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
5. SCHEDULING AND NOMINATIONS
5.1 Nominations for gas flow shall be submitted by the Shipper to Company no later than 10:00 a.m.Central Clock
Time the day prior to gas flow;provided however,if a change in the nomination level is desired on a weekend
or Company holiday,then nominations shall be submitted by the Shipper to Company no later than 10:00 a.m.
Central Clock Time the last Business Day immediately prior to such weekend or holiday.Nominations shall be
submitted via the Company's internet based nomination system. Company and the Shipper may agree on other
means of submitting nominations from time to time. Nomination quantities shall be expressed in MMBtu.
Company shall not be required to confirm a nomination that is: (A) inconsistent with the recently observed
deliveries or projected deliveries for the Service Month;(B)higher than the MDQ specified in the Agreement
for the applicable Delivery Point; or (C) not confirmed by the upstream pipeline. For these purposes, the
projected deliveries for the Service Month shall be equal to the arithmetic average of the number of observed
deliveries within the Service Month to date multiplied by the number of days in the Service Month. Once a
nomination is made and confirmed by Company,that nomination will remain in effect through the end of the
month or until changed by Shipper. Company shall confirm the nominated volume to upstream pipeline
transporting Shipper's gas to the Receipt Point.
5.2 Company will require Shipper to comply with the scheduling and nominating procedures as set forth in
applicable upstream pipeline transportation tariffs and contracts, if any. Shipper shall be liable and shall
compensate Company for any costs imposed upon Company as a result of Shipper's scheduling and nomination
deviations or non-compliance with such scheduling and nominating procedures.
6. APPLICATION OF GENERAL TERMS AND CONDITIONS
6.1 Unless otherwise expressly stated,these General Terms apply to all Shippers,except insofar as they are changed
by or are in conflict with any statute of the State of Texas, or valid final order of any court or the Railroad
Commission of Texas,in which case such statute or order shall control to the extent that it is applicable to the
Shipper(s) in question. Whenever possible,these General Terms shall be construed harmoniously with such
laws or orders.
6.2 The use of transportation service shall constitute an agreement by the Shipper to utilize such service in
accordance with the General Terms set forth herein.
6.3 These General Terms and all subsequently effective General Terms,may be abrogated,modified,or added to
in whole or in part by Company and any such change in these General Terms shall become effective when filed
with the Railroad Commission of Texas.
7. RECEIPT OF GAS FOR TRANSPORT
7.1 The Shipper must tender the gas for transportation hereunder at the Receipt Point specified in the Transportation
Service Agreement at whatever pressure is necessary to effect redeliveries of the gas against the fluctuating
working pressures maintained in Company's system at that Receipt Point from time to time.Company will not
be obligated to accept any gas into such system for transportation that does not meet the quality specifications
required to be met by Company's suppliers when delivering gas to Company for sales by Company.
7.2 Company will be responsible for installing and operating the necessary tap and measurement facilities at each
Receipt Point necessary to receive and measure the gas delivered for transportation hereunder. If Company
agrees to provide new or additional facilities to perform the services requested by Shipper then,upon Company's
request, Shipper shall reimburse Company,or cause Company to be reimbursed, for all costs of construction,
installation and/or acquisition of such facilities.
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Terms&Conditions
CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
8. WARRANTY OF TITLE
8.1 Shipper shall have title to and shall warrant its title to all gas delivered to Company under the Agreement,and
such gas shall be delivered to Company free and clear of all liens, claims and encumbrances. Shipper shall
indemnify Company against all suits,actions,debts,accounts and damages arising out of any adverse claims
to, against or in respect of such gas. Shipper shall also indemnify Company and hold it harmless from and
against any and all claims,actions,suits,costs,liabilities and expenses caused by or arising out of possession
or presence of such gas before it is delivered into Company's facilities.
9. UNACCEPTABLE QUANTITIES
9.1 Company shall have the right to refuse to receive at any Receipt Point or to deliver at any Delivery Point any
quantity of gas that Company determines,in its reasonable judgment,will adversely affect its ability to deliver
gas to human needs or other service sales customers or that exceeds the available capacity of Company's
facilities.
10. GAS TRANSPORTED BY COMPANY
10.1 Except as may be otherwise specified elsewhere herein,the gas shall be tendered by Shipper at the Receipt Point
at the working pressures maintained from time to time by Company at such point. It is recognized that gas
delivered by Company at the Delivery Point may not be the same gas that Company received at the Receipt
Point, and that gas delivered at the Delivery Point will meet the quality specifications applicable to gas that
Company sells on its system. Company will use its best efforts, consistent with the prudent operation of its
system,to deliver gas meeting such specifications but shall not be liable in damages for failure to do so. If the
gas tendered by Company fails at any time to conform to any of said specifications,then the Shipper shall notify
Company of such deficiency and thereupon may, at Shipper's option,refuse to accept delivery of gas pending
correction by Company.
10.2 The point where responsibility for gas shall pass to Shipper after transportation by Company shall be at the
outlet of Company's meter at the Delivery Point. Shipper shall provide reasonable access or ensure that
reasonable access is provided to the premises at the Delivery Point for any purpose connected with this service.
11. FACILITIES
11.1 For all meters being served under these General Terms for Transportation Service:
11.1.1 Company shall install, operate and maintain whatever facilities are necessary to receive gas at the Receipt
Point(s). If Company agrees to provide new or additional facilities to perform services requested by Shipper,
then,upon Company's request, Shipper shall reimburse Company,or cause Company to be reimbursed, for
all costs of construction,installation and/or acquisition of such facilities. Wireless telemetering is required
for service under these General Terms. Company shall install wireless telemetry equipment of standard make
and manufacture to determine hourly and daily flow of gas at the Receipt Point.
11.1.2 If wireless service is not available at a specific site or location, Company shall install analog telemetry of
standard make and manufacture to determine hourly and daily flow of gas at the Receipt Point. Shipper or
Shipper's designee shall be responsible for installing and maintaining telecommunications lines. Should
Shipper or Shipper's designee fail to maintain or repair telecommunications equipment and services required
to communicate with telemetry equipment,Company shall have the right to bill Shipper for all labor,materials
and other expense required to manually read the meter at whatever intervals the Company may deem
necessary. In no case shall such charge be less than $500.00 per billing period. Company shall provide
Shipper with electronic notice of all analog telecommunication line outages.
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
11.1.3 Shipper or Shipper's designee shall install, operate and maintain at its own expense whatever facilities are
necessary to safely receive and utilize gas at and beyond the Delivery Point.
11.2 Shipper or Shipper's designee shall have the right to request termination of service at a specific Delivery Point
if the End-use Customer purchasing gas from Shipper at such Delivery Point fails to remit any and all amounts
due to Shipper for the purchase of such gas. Shipper shall provide Company with an electronic statement
requesting termination of service at such Delivery Point along with documentation that effectively demonstrates
the delinquency. Company shall then terminate service at such Delivery Point as soon as is operationally
feasible. Company shall have the right to bill Shipper for all labor, materials and other expense required to
terminate service at the Delivery Point. In no case shall such charge be less than $250.00 per service
termination. Termination of service to any specific Delivery Point does not relieve Shipper of its contract
obligations with Company for such Delivery Point. All standard tariff charges will continue to apply on a
monthly basis through the remainder of the contract term whether or not Shipper is having gas delivered to the
End-use Customer.
11.3 Shipper or Shipper's designee shall have the right to request reinstitution of service at a specific Delivery Point
where service was previously terminated for non-payment by the End-use Customer if the End-use Customer
purchasing gas from Shipper at such Delivery Point has remitted payment for any and all past due amounts to
Shipper for the purchase of such gas. Shipper shall provide Company with an electronic statement requesting
reinstitution of service at such Delivery Point along with documentation that effectively demonstrates the
clearing of the delinquency or the institution of a payment plan. Company shall then reinstitute service at such
Delivery Point as soon as is operationally feasible. Company shall have the right to bill Shipper for all labor,
materials and other expense required to reinstitute service at the Delivery Point. In no case shall such charge
be less than$250.00 per reinstitution of service.
12. BALANCING
12.1 General Intent:These balancing provisions are in recognition of the fact that Company's upstream gas supply,
transportation, storage and no-notice service capacity is reserved for the exclusive use by Company for
transactions related to its system supply for sales customers.
12.2 Shipper shall have a general obligation to:(i)conform its daily takes at Delivery Point(s)with its deliveries to
Company at Receipt Point(s) to avoid imbalances, and (ii) when imbalances occur, to correct any such
imbalances as soon as practical.
12.3 Company shall make available electronically daily imbalance information which shall notify Shipper of any
imbalance under the Agreement in the current Service Month.Imbalance information shall be based on the best
data then available to Company,including,but not limited to,nominations,allocations,electronic measurement
data,and meter observations.The lack of provision of such information by Company shall not relieve Shipper
of its obligations under these General Terms to avoid,correct or eliminate actual imbalances.
12.4 Company shall monitor the accumulation of daily imbalances by Shipper and shall have the right to take
corrective action as required,to eliminate Shipper's encroachment upon upstream gas supply,transportation,
storage,or no-notice service capacity held by Company for general system supply.
12.5 Daily Imbalances During Critical Period Events
12.5.1 If Shippers' deliveries and takes are not in balance during a day,or are projected to be out of balance
on a future day,and if Company determines in its reasonable judgment that such imbalances(i)impair
Company's ability to maintain the operational integrity of its distribution system, or (ii) adversely
affect Company's cost of gas purchased for resale to its firm service sales customers,then the Company
may declare a Critical Period Event. "Critical Period Event"can be either: (i)an Excess Flow Event
(Shipper's(deliveries exceed takes);or(ii)a Deficient Flow Event(Shipper's takes exceed deliveries).
Under this Section 12,Operational Flow Orders("OFO's")or Operational Alerts("OA's")of pipelines
serving the Company shall be deemed events which impair the Company's ability to maintain the
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
operational integrity of its distribution system;and daily and intra-day price movements of greater than
fifty cents($0.50)per MMBtu of the Daily Price Index(es)compared to the Monthly Price Index(es)
specified in the Agreement shall be deemed to adversely affect Company's cost of gas purchased for
resale to its firm service sales customers.
12.5.2 Company shall notify affected Shippers verbally of the Critical Period Event and Shippers shall have
a minimum of four(4)hours to bring deliveries and takes into balance,or other longer time periods as
deemed applicable by the Company.If,j after the specified notice period indicated in Company's notice
to Shipper of the Critical Period Event,Shipper has not balanced deliveries and takes,Company shall
have the right to balance receipt and deliveries of gas. Company shall not be obligated to deliver a
greater volume of gas to the Delivery Point than it received at the Receipt Point for Shipper's account,
as indicated by the upstream delivering pipeline, until such time as Company determines that the
Critical Period Event no longer exists.An imbalance that occurs following notice of a Critical Period
Event may not be carried forward for clearing during the month,but instead may,at the Company's
option,be cashed out based on the Critical Period Price.
12.5.3 The"Critical Period Price"shall be the"Applicable Daily Index"specified in the Agreement or,if the
Applicable Daily Index is not published for the day,the"Applicable Alternative Daily Index"specified
in the Agreement.
12.5.4 If, on any day during a Critical Period Event, after the expiration of the notice period, the Shipper
delivers to Company volumes of gas that are greater than Shipper's gas requirements at the Delivery
Point,then Company can purchase such over-delivered volumes at the Receipt Point from the Shipper
at the following rates per MMBtu:(i)the first 5%of over-delivered volumes will be cashed out at the
Critical Period Price;and(ii)amounts greater than 5%will be cashed out at a rate equal to 50%of the
Critical Period Price.
12.5.5 If;on any day during a critical situation,after the expiration of the notice period,the Shipper delivers
to Company volumes of gas that are less than the Shipper's gas requirements at the Delivery Point,
then Company may require Shipper to purchase such deficiency at the Delivery Point from Company
at the following rates per MMBtu. The first 5%of under-delivered volumes will be cashed out at the
Critical Period Price. Amounts greater than 5%will be cashed out at a rate equal to 150% of the
Critical Period Price for the day in which the deficiency occurred.
12.6 Multi-day Imbalances
12.6.1 For any multi-day period measured from the beginning of the first day of the month where a cumulative
imbalance is equal to or greater than 5%of the projected redeliveries for the Service Month,Company
may at its option, eliminate, through an intra-month cash-out action, all or part of said cumulative
imbalance. For these purposes, the projected deliveries for the Service Month shall be equal to the
arithmetic average of the number of observed deliveries within the Service Month to date multiplied
by the number days in the Service Month. The"cash-out"price applicable to such intra-month cash-
out transactions shall be equal to 50%of the Critical Period Price for cash-out purchases by Company
from Shipper and 150% of Critical Period Price for cash-out purchases required of Shipper from
Company. As a prerequisite to any such intra-month cash-out action, Company shall warn Shipper
during the Business Day prior to the day on which the Company projects Shipper will be in violation
of the 5%threshold,based on the information available to Companyat the time said warning is issued.
Once such warning is issued to Shipper in any Service Month,no additional warnings from Company
will be required during that same Service Month,prior to an intra-month cash-out action by Company
on Shipper's then cumulative imbalance.
12.6.2 Company shall not be obligated to do the following under any circumstances:(i)deliver more gas to
Shipper during any given day or month than it shall have received at the Receipt Point for the account
of Shipper during said period; or(ii)to receive at the Receipt Point or deliver at the Delivery Point
during any given Day a total quantity of gas in excess of the MDQ plus lost and unaccounted for gas.
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
12.6.3 Shipper will be responsible for its allocable share of any incremental costs associated with Company's
upstream transportation, storage, or no-notice services attributable to nomination and scheduling
activities of Shipper, including but not limited to incremental overrun charges, commodity charges,
daily demand charges,and penalties. The responsibility provided for herein shall not relieve Shipper
of its obligations under these General Terms or the tariffs of Company's upstream service providers to
avoid,correct or eliminate nomination or scheduling errors.
12.7 Monthly Imbalances
12.7.1 At the end of each Service Month,remaining Shipper imbalances shall be cashed out. To the extent
Shipper owes natural gas volumes to Company(deliveries exceeded volumes received by Company),
Shipper will purchase said volumes from Company at the percentage of applicable cash-out price
described below. To the extent Company owes natural gas volumes to Shipper (volumes received
exceeded volumes delivered by Company),Company will purchase said volumes from Shipper at the
applicable percentage of the cash-out price described below.
Overage Underage
Imbalance Level The Company Pays Shipper the Shipper Pays the
Following Percentage of the Company the Following
Cash-Out Price Percentage of the Cash-
Out Price
From 0%to 5% 100% 100%
From 5%to 10% 80% 120%
From 10%to 15% 70% 130%
From 15%to 20% 60% 140%
Greater than 20% 50% 150%
12.7.2 In the event of an"Overage," the "Cash Out Price" shall be the "Cash-out Index" specified in the
Agreement. In the event of an"Underage,"the"Cash Out Price"shall be"Cash-out Index"plus an
"Adder"as specified in the Agreement.
12.8 Company in its sole discretion,upon ten(10)days written notice to Shipper,may change the"Cash-out Index",
"Adder", "Applicable Daily Index"or"Applicable Alternative Daily Index"effective in the Agreement. Any
such change will be applied to imbalances prospectively.
12.9 Effect of Reliance on Incomplete or Inaccurate Data. Imbalances caused by Shipper's reliance on imbalance data
that differ materially from subsequently corrected data will be assumed to fall into the 0%to 5%range and the
"Cash Out Price"shall be the"Cash Out Index"specified in the Agreement.
13. BILLING AND PAYMENT
13.1 Company shall invoice Shipper as near to the 15th day of each month("Billing Date")as is operationally feasible
for transportation during the preceding month and for any other applicable charges. If the actual quantity
delivered is not known by the Billing Date,billing shall be prepared based on the quantity nominated by Shipper
or Company's estimate. The invoiced quantity shall then be adjusted to the actual quantity on the following
month's billing or as soon thereafter as actual delivery information is available.
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GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
13.2 Shipper shall remit the amount due under Section 13.1 no more than five(5)days after receipt of Company's
invoice("Payment Date")in immediately available funds. If the Payment Date is not a Business Day,payment
is due on the next Business Day following that date.
13.3 If Shipper,in good faith,disputes the amount or any part of such invoice,then Shipper shall pay such amount
as it concedes to be correct;provided,however,if Shipper disputes the amount due,it must provide Company
with written notice of the basis for the disputed amount and supporting documentation acceptable in natural gas
industry practice to support the amount paid and the amount disputed. In the event the parties are unable to
resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights
pursuant to this Section.
13.4 If Shipper fails to remit the full amount payable when due,interest on the unpaid portion shall accrue from the
date due until the date of payment at a rate equal to the lower of(i)the then-effective prime rate of interest
published under "Money Rates" by The Wall Street Journal, plus one percent (1%) per annum; or (ii) the
maximum applicable lawful interest rate.
13.5 Company and Shipper chall have the right,at their own expense,upon reasonable notice at reasonable times,to
examine and audit and to obtain copies of the relevant portion of the books,records,and telephone recordings
of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge,
payment,or computation made under the Agreement. All invoices and billings shall be conclusively presumed
final and accurate and all associated claims for under payments or overpayments shall be deemed waived unless
such invoices or billings are objected to in writing,with adequate explanation and/or documentation,within two
(2)years after the month of gas delivery. All retroactive adjustments under this Section shall be paid in full by
the party owing payment within thirty(30)days of notice and substantiation of such inaccuracy.
14. SSURANCE OF PERFORMANCE
If Company has commercially reasonable grounds for insecurity regarding the performance of any obligation under the
Agreement or these General Terms(whether or not then due)by Shipper(including,without limitation,the occurrence
of a material change in the creditworthiness of Shipper or its guarantor or credit support provider),Company may demand
Adequate Assurance of Performance. "Adequate Assurance of Performance" means Shipper's provision of Credit
Support Obligation(s) or additional Credit Support Obligation(s) in a form, amount and for the term reasonably
acceptable to Company. "Credit Support Obligation(s)" means Shipper's obligation(s) to provide or establish credit
support for,or on behalf of,Company such as an irrevocable standby letter of credit,a margin agreement,a prepayment,
a security interest in an asset,a performance bond,guaranty,or other good and sufficient security of a continuing nature
acceptable to Company.
15. EVENT OF DEFAULT AND EARLY TERMINATION
15.1 In the event(each an"Event of Default")Shipper or its guarantor shall:
15.1.1 Make an assignment or any general arrangement for the benefit of creditors;
15.1.2 file a petition or otherwise commence,authorize,or acquiesce in the commencement of a proceeding
or case under any bankruptcy or similar law for the protection of creditors or have such petition filed
or proceeding commenced against it;
15.1.3 otherwise become bankrupt or insolvent(however evidenced);
15.1.4 be unable to pay its debts as they fall due;
15.1.5 have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official
appointed with respect to it or substantially all of its assets;
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91&T-92
15.1.6 fail to perform any obligation to the Company with respect to any Credit Support Obligation(s)relating
to the Contract;
15.1.7 fail to give Adequate Assurance of Performance under Section 14 within forty-eight(48)hours but at
least one Business Day of a written request by Company;
15.1.8 not have paid any amount due the Company hereunder on or before the second Business Day following
written notice that such payment is due;or
15.1.9 consolidate or amalgamate with,or merge with or into,or transfer all or substantially all of its assets
to,another entity and,at the time of such consolidation,amalgamation,merger or transfer,the resulting
surviving, or transferee entity fails to assume all the obligations of Shipper under the Agreement or
these General Terms or the resulting, surviving or transferee entity's credit is materially weaker as
determined by the Company acting in good faith and in a commercially reasonable manner;
then Company shall have the right,at its sole election and upon written notice,to immediately withhold and/or
suspend deliveries or payments and/or to terminate the Agreement in addition to any and all other remedies
available hereunder. Company reserves all rights,set-offs,counterclaims,and any defenses to which it may be
entitled.
15.2 If an Event of Default has occurred and is continuing, Company shall have the right,by notice to Shipper,to
designate a day,no earlier than the day such notice is given and no later than twenty(20)days after such notice
is given, as an early termination date (the "Early Termination Date") for the termination all of Company's
obligations to transport gas under the Agreement(collectively,the "Terminated Obligations"). On the Early
Termination Date,all transportation of natural gas hereunder shall cease.
15.3 As of the Early Termination Date,Company shall determine the following,in good faith and in a commercially
reasonable manner:(A)the amount owed(whether or not then due)for all gas transported by Company under
Terminated Obligations on and before the Early Termination Date and all other applicable charges relating to
such transportation,including but not limited to amounts due Company under to Section 12 hereof.
15.4 As soon as practicable,Company shall invoice Shipper for the amounts due to Company under this Section 15.
Shipper shall pay the invoice amount by the close of business on the second Business Day following such the
date of the invoice,which date shall not be earlier than the Early Termination Date. Interest on any unpaid
portion of the invoice shall accrue from the date due until the date of payment at a rate equal to the lower of(i)
the then-effective prime rate of interest published under"Money Rates"by The Wall Street Journal,plus two
percent(2%)per annum,or(ii)the maximum applicable lawful interest rate.
16. LIMITATIONS OF LIABILITY AND FORCE MAJEURE
16.1 Limitations of Liability
16.1.1 Full or partial interruption of gas deliveries during the term of this Contract due to acts of God,the
elements,requirements for residential and other uses declared superior to Shipper's use by law,order,
rule or regulation ("Law"), damage to Company's pipes or equipment or to other causes or
contingencies beyond the control of Company shall not be cause for termination of the Agreement or
the basis for any claims. Delivery and receipt of gas under the Agreement shall be resumed whenever
any such cause or contingency ends.
16.1.2 FOR BREACH OF ANY PROVISION OR EVENT OF DEFAULT FOR WHICH AN
EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED UNDER THE
AGREEMENT, APPLICABLE RATE SCHEDULE OR THESE GENERAL TERMS, SUCH
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY. A PARTY'S LIABILITY HEREUNDER SHALL BE LIMITED AS
SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT
LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS
EXPRESSLY PROVIDED UNDER THE AGREEMENT,APPLICABLE RATE SCHEDULE
OR THESE GENERAL TERMS,A PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE
AND EXCLUSIVE REMEDY,AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR
IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED UNDER THE
AGREEMENT, APPLICABLE RATE SCHEDULE OR THESE GENERAL TERMS,
NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER
BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT,
UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE
PARTIES THAT THE LIMITATIONS IMPOSED UNDER THE AGREEMENT,
APPLICABLE RATE SCHEDULE OR THESE GENERAL TERMS ON REMEDIES AND
THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES
RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER
SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.
TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID UNDER THE AGREEMENT,
APPLICABLE RATE SCHEDULE OR THESE GENERAL TERMS ARE LIQUIDATED,THE
PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE
TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS
INCONVENIENT AND THE DAMAGES CALCULATED UNDER SUCH AGREEMENT,
APPLICABLE RATE SCHEDULE OR THESE GENERAL TERMS CONSTITUTE A
REASONABLE APPROXIMATION OF THE HARM OR LOSS INCURRED.
16.1.3 EXCEPT AS OTHERWISE PROVIDED UNDER THE AGREEMENT,APPLICABLE RATE
SCHEDULE OR THESE GENERAL TERMS, SHIPPER EXPRESSLY AGREES TO
PROTECT,DEFEND,INDEMNIFY,AND SAVE COMPANY,ITS OFFICERS,DIRECTORS,
AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LOSS,
DESTRUCTION, OR DAMAGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO
PROPERTY OF COMPANY, SHIPPER, OR ANY THIRD PARTY) AND ANY AND ALL
CLAIMS,DEMANDS,AND COURSES OF ACTION OF EVERY KIND AND CHARACTER,
WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES OR THE
NEGLIGENCE OF ANY PARTY OR PARTIES, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE GAS OR THE TRANSPORTATION OF GAS UNDER THE
TRANSPORTATION SERVICE AGREEMENT,EXCEPT TO THE EXTENT CAUSED BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF COMPANY, ITS
OFFICERS, AGENTS AND EMPLOYEES. SHIPPER SHALL ON COMPANY'S
REQUEST, DEFEND ANY SUIT ASSERTING A CLAIM COVERED BY THIS
INDEMNITY. SHIPPER SHALL PAY ALL COSTS THAT MAY BE INCURRED BY
COMPANY IN ENFORCING THIS INDEMNITY, INCLUDING ALL REASONABLE
ATTORNEY'S FEES.
16.2 Force Majeure
16.2.1 Suspension of Performance.In the event either party is rendered unable,wholly or in part,by an event
of force majeure to carry out its obligations under any Transportation Service Agreement,except the
obligation to pay monies due under such Agreement,on such party's giving notice and reasonably full
particulars of such event of force majeure,in writing or by fax,to the other party within a reasonable
time after the occurrence of the cause relied on,the obligations of the party giving such notice,so far
as they are affected by such event of force majeure,will be suspended during the continuance of any
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CENTERPOINT ENERGY ENTEX
GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION SERVICE
RATE SCHEDULES T-90,T-91 &T-92
inability so caused,but for no longer period,and such cause will,so far as possible,be remedied with
all reasonable dispatch.
16.2.2 Definition of Force Majeure. The term "force majeure" as used herein, means acts of God; strikes,
lockouts,or other industrial disturbances;acts of terrorism,acts of the public enemy,wars,blockades,
insurrections,civil disturbances,riots,and epidemics;landslides,lightning,earthquakes,fires,storms,
tornadoes,hurricanes,floods,and washouts;arrests,orders,directives,restraints,and requirements of
the government and governmental agencies,either federal or state,civil or military;any application of
governmental conservation or curtailment rules and regulations; explosions,breakage,or accident to
machinery or lines of pipe;shutdowns of lines of pipe for inspection,maintenance,or repair;freezing
of lines of pipe; and any other causes,whether of the kind enumerated or otherwise,not reasonably
within the control of the party claiming suspension. The settlement of strikes or lockouts will be
entirely within the discretion of the party having the difficulty, and the above referenced reasonable
dispatch will not require the settlement of strikes or lockouts by acceding to the demand of the opposing
party when such course is,or is deemed to be,inadvisable or inappropriate in the discretion of the party
having the difficulty.
16.2.3 Balancing Obligations Remain. Notwithstanding the foregoing, an event of force majeure will in no
way terminate Shipper's obligation to balance quantities of gas under the applicable Agreement or
make payment for quantities delivered prior to such event of force majeure.
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