Embed Size (px)
Citation preview
1
ALLIANCE PIPELINE L.P.
by its Managing General Partner, ALLIANCE PIPELINE INC.
(“Alliance USA” or “Alliance”)
BINDING OPEN SEASON
March 28 – May 30, 2018
For: Capacity Expansion, Capacity Turn Backs, and Term Extensions
Note: Capitalized terms not defined herein have the definitions set out in Alliance USA’s FERC-
approved Tariff.
Binding Open Season Elements
Capacity Expansion
In response to expressions of interest from customers for additional capacity, Alliance USA is conducting
this open season for additional firm transportation service from one or more designated receipt points
to one or more designated delivery points on the USA segment of the Alliance Pipeline system
(“Expansion Firm Service”). This open season is intended to provide interested parties with the
opportunity to make firm commitments to Alliance USA for Expansion Firm Service in support of an
Alliance USA expansion project, and will also provide a methodology for allocating the available volume
amongst the interested parties should the sum of requested service volumes exceed the volumes made
available as a result of an Alliance USA expansion project.
The Expansion Firm Service would be made available primarily through incremental compression along
the Alliance Pipeline system to provide approximately 400 MMcf per day of Expansion Firm Service
capacity, subject to the limitation that only about 20 MMcf per day of the total Expansion Firm Service
capacity would be available from a receipt point on Alliance’s Tioga Lateral. It is anticipated that the
Expansion Firm Service capacity can be placed into service on or about November 1, 2021.
Turn Back of Existing Firm Service Capacity
In conjunction with this open season and in accordance with the rules of this open season document,
Alliance USA is also providing the opportunity for current shippers (“Shippers”) holding Firm Service to
request to permanently relinquish (“Turn Back”) all or part of that service. In the event that Alliance USA
elects to proceed with a Capacity Expansion, and as part of that project accepts a request(s) for Turn
Back of existing Firm Service capacity, any such Turned Back capacity would be allocated to Shippers and
prospective shippers requesting Expansion Firm Service in this open season.
Term Extension of Existing Firm Service
Alliance USA is also providing the opportunity for Shippers holding Firm Service to request to extend the
term of their existing Firm Service contract(s) at Shipper’s current negotiated rates.
2
Binding Open Season Process
Request for Expansion Firm Service
This open season document describes how Shippers and prospective shippers may submit a request for
Expansion Firm Service and the process Alliance will follow to evaluate the requests for service and to
award service. As outlined below, the submission of a request for Expansion Firm Service (“Request for
Expansion Firm Service”) (Attachment 1) by a Shipper or prospective shipper that has not been
withdrawn prior to the Closing Time in accordance with 3(f) below will constitute a formal and binding
offer to contract for any Expansion Firm Service that is awarded by Alliance to that Shipper or
prospective shipper in accordance with this open season. Accordingly, any Shipper or prospective
shipper that submits a Request for Expansion Firm Service and is awarded Expansion Firm Service in
accordance with this open season will be obligated to execute and deliver a Precedent Agreement for
Firm Transportation Service (Expansion Capacity) in the form attached to this open season document
(Attachment 2) in respect of the service so awarded.
Request for Turn Back of Existing Firm Service Capacity
Current Shippers may submit a request to Turn Back their existing Firm Service using the “Request to
Turn Back Service” form (Attachment 3). As with a Request for Expansion Firm Service, the submission of
a Request to Turn Back Service will constitute a formal and binding offer on the part of the Shipper to
Turn Back the service that may be accepted by Alliance in accordance with this open season.
Accordingly, any Shipper that submits a Request to Turn Back Service which is accepted by Alliance will
be obligated to execute and deliver, in the form provided by Alliance, an amending agreement to the
Shipper’s existing Firm Transportation Service Agreement (Firm Service Agreement) evidencing such
Turn Back.
Request for Term Extension of Existing Firm Service
Current Shippers holding Firm Service may submit a request to extend the term of their existing Firm
Service contracts for a minimum of 10 years from the in-service date of Expansion Firm Service using the
form titled “Request for Term Extension of Existing Firm Service” found at Attachment 4. The
submission of a Request for Term Extension of Existing Firm Service will constitute a binding offer on the
part of the Shipper to extend their contract term, and accordingly, such Shipper will be obligated to
execute and deliver, in the form provided by Alliance, an amending agreement to the Shipper’s existing
Firm Service Agreement evidencing such extended term.
Decision to Proceed
Notwithstanding any other term herein, the decision to proceed with any expansion to Alliance USA’s
pipeline system pursuant to this open season, the volume of any expansion service capacity, the nature,
size, configuration and timing of any required expansion facilities, the decision to accept any amount of
Turn Back capacity, and the decision to accept any amount of existing firm service for term extension,
will be determined by Alliance in its sole discretion based in part on the requests for service, requests to
3
Turn Back service, if any, and requests for term extensions of existing firm service agreements, in
response to this open season. Further, any expansion service and facilities shall be subject to the receipt
of all required approvals from the Federal Energy Regulatory Commission (“FERC”) and from the
National Energy Board (“NEB”) for the matching expansion capacity in Canada, and to the other
conditions set out in the attached form of Precedent Agreement for Firm Transportation Service
(Expansion Capacity) (Attachment 2).
BINDING OPEN SEASON - DETAILS
Capacity Expansion
1. Description of Service
(a) Alliance intends to make available approximately 400 MMcf per day, in aggregate, of Expansion Firm
Service, consisting of Expansion Firm Service (EFT-1) from a Receipt Point that is listed on Third Revised
Sheet No. 289 of Alliance’s FERC Gas Tariff (Tariff or tariff), or from a proposed new receipt point, to a
Delivery Point that is listed on Second Revised Sheet No. 290 of the Tariff, subject to the limitation that
only about 20 MMcf per day of the total Expansion Firm Service capacity would be available from a
receipt point on Alliance’s Tioga Lateral. Expansion Firm Service will have no contractual renewal rights
upon expiry of an Expansion Firm Service Agreement, provided however that a Shipper or prospective
shipper may request additional term by notifying Alliance one year prior to expiry of the term of its
desire to renew, and Alliance may, at its discretion, accept the request to renew or agree to negotiate
with the Shipper or prospective shipper to extend the term of the Shipper’s or prospective shipper’s
Expansion Firm Service agreement. EFT-1 shippers will not be entitled to request the staging of their
Contracted Capacity.
(b) All expansion service will commence on the later of (i) November 1, 2021 and (ii) the actual date that
Alliance is able to commence providing such service. Where Alliance is able to provide a portion or all of
the requested expansion service in advance of November 1, 2021, Alliance may allocate such capacity,
on a pro rata basis, to those expansion shippers who wish to take the capacity earlier.
(c) Although the new capacity is planned to be placed into service on November 1, 2021, Alliance does
not guarantee any in-service date and will have no liability for any delay or change to any in-service date
or for any cancellation or change in scope of any proposed expansion facilities.
(d) The minimum term for the expansion service under this open season is 15 years. The expansion
service will be awarded to prospective shippers in accordance with the procedures outlined in 4. below.
(e) No Shipper or prospective shipper may request or be awarded Expansion Firm Service in an
aggregate amount exceeding 100 MMcf/d of capacity. This limitation applies collectively to each Shipper
or prospective shipper and their affiliates, unless a participating affiliate has an independent business
reason for submitting a bid, such determination to be in Alliance’s sole discretion. In the event a
Shipper or prospective shipper submits multiple bids for Expansion Firm Service, each bid will be
4
deemed to supersede every previous bid and Alliance will evaluate only the last received bid from that
Shipper or prospective shipper.
2. Transportation Rates
(a) Alliance will submit to the FERC for approval the negotiated rates specified in the Precedent
Agreement for Firm Transportation Service (Expansion Capacity) found at Attachment 2. Negotiated
rates for EFT-1 shippers will be subject to a Recoverable Cost Variances Surcharge, but will not include
Rich Gas Credits or Debits.
(b) Shippers and prospective shippers that are awarded firm service in this open season will be obligated
to pay the negotiated rates set out at Attachment 2 , and such other charges as may apply from time to
time, and provide fuel in-kind subject to the system fuel requirements, in accordance with Alliance
USA’s FERC-approved Tariff.
3. Submission of Requests for Expansion Firm Service
(a) In order to request Expansion Firm Service in this open season, Shippers and prospective shippers
must complete and submit to Alliance by e-mail, a Request for Expansion Firm Service, in the form
attached to this open season document (Attachment 1), at the following address:
(b) Requests for Expansion Firm Service must be received by Alliance at the e-mail address specified
above prior to 12:00 noon (Mountain Daylight Time) on May 30, 2018 (“Closing Time”). Alliance will not
consider Requests for Expansion Firm Service that it receives after the Closing Time. Alliance reserves
the right, in its sole discretion, to reject any Request for Expansion Firm Service that is incomplete,
modified or otherwise fails to comply with the requirements of this open season document.
(c) Alliance will, via e-mail and as soon as reasonably practicable following receipt of a Request for
Expansion Firm Service prior to the Closing Time, either confirm to Shipper or prospective shipper
Alliance’s receipt of the Request for Expansion Firm Service and assign an identification number to the
Request for Expansion Firm Service, or advise the Shipper or prospective shipper that the Request for
Expansion Firm Service fails to conform with the requirements of this open season document and will
not be considered. Alliance will have no obligation to provide any advice to a Shipper or prospective
shipper when Alliance receives a Request for Expansion Firm Service within 3 hours or less of the Closing
Time.
(d) Shippers and prospective shippers must specify in the Request for Expansion Firm Service the
requested Receipt Point(s) and physical Delivery Point(s), or in the case of a new interconnection site,
the location of the new receipt point or delivery point, as applicable, as well as the Contracted Capacity
for the requested expansion service. For any new receipt point located on Alliance’s Tioga Lateral, the
associated Expansion Firm Service would also be subject to the applicable Tioga Lateral charge specified
in the Precedent Agreement for Firm Transportation Service (Expansion Capacity). Alliance reserves the
5
right to reject any Request for Expansion Firm Service that does not meet the interconnection provisions
stipulated in Alliance’s Tariff.
(e) Shippers and prospective shippers must also specify in the Request for Expansion Firm Service the
minimum Contracted Capacity that would be acceptable in the event that pro-rationing of Expansion
Firm Service is required. Shippers and prospective shippers may indicate a minimum Contracted
Capacity of any volume equal to or less than the maximum Contracted Capacity requested, down to and
including zero (i.e., no minimum).
(f) Shippers and prospective shippers may submit one or more Requests for Expansion Firm Service,
provided however that each Request will be deemed to supersede every previous Request and Alliance
will evaluate only the last received Request. A Shipper or prospective shipper that has submitted a
Request for Expansion Firm Service may withdraw its Request for Expansion Firm Service at any time
prior to the Closing Time by giving notice of withdrawal to Alliance.
(g) All requests for EFT-1 from the Receipt Point at the Interconnect with Alliance Pipeline Limited
Partnership will be deemed to be conditional on the award to the same party or its affiliate, or to a
counterparty with whom such party has made supply arrangements, of corresponding transportation
service on the Canadian Pipeline. Shippers and prospective shippers must also indicate in their Request
for Expansion Firm Service whether their gas will meet Alliance’s tariff gas quality specification for
hydrocarbon dewpoint, and if not, such request will be deemed contingent on the availability of a
hydrocarbon dewpoint waiver. If, in Alliance’s sole discretion, a hydrocarbon dewpoint waiver is
operationally feasible, Alliance may apply for FERC approval of such a waiver, and if approval is granted,
such request will be binding on the Shipper or prospective shipper, as applicable. Alliance will not
consider any Request for Expansion Firm Service made by a Shipper or prospective shipper in this open
season that is otherwise contingent or conditional.
(h) The submission of a Request for Expansion Firm Service constitutes a formal offer by the Shipper or
prospective shipper to take up any expansion service that is awarded to such Shipper or prospective
shipper by Alliance in accordance with this open season, for a Contracted Capacity not exceeding the
Contracted Capacity specified in the Request for Expansion Firm Service and not less than the minimum
Contracted Capacity, if any, specified in the Request for Expansion Firm Service. Any Shipper or
prospective shipper that submits a Request for Expansion Firm Service and is awarded Expansion Firm
Service will be obligated to execute and deliver a Precedent Agreement for Firm Transportation Service
(Expansion Capacity) in the form attached to this open season document (Attachment 2) and provide
financial security as outlined in paragraph 5 below.
(i) Alliance reserves the right to terminate, or extend the duration of, this open season, in its sole
discretion, at any time prior to the Closing Time.
4. Allocation and Award of Expansion Firm Service
(a) Subject to the qualifications below, Alliance will allocate the Expansion Firm Service first to the
Request having the highest total economic value, and then to other Requests in descending order of
6
total economic value until all the available capacity has been allocated or until all valid Requests have
been accepted by Alliance. The total economic value of each Request will be the sum of the total
economic value of the requester’s Request for Expansion Firm Service and the total economic value of
any such requester’s corresponding Request for Term Extension of Existing Firm Service. The total
economic value of each Request for Expansion Firm Service will be calculated as the specified expansion
firm negotiated rate multiplied by the requested contract term and Contracted Capacity, and discounted
to determine the net present value. The total economic value of each Request for Term Extension of
Existing Firm Service will be calculated as the specified existing firm rate multiplied by ten years and the
Contracted Capacity being extended, and discounted to determine the net present value.
(b) In the case of Expansion Firm Service capacity that is otherwise allocable to a Shipper or prospective
shipper that has requested a new receipt point, and such receipt point does not meet the
interconnection provisions stipulated in Alliance’s Tariff, Alliance may allow such Shipper or prospective
shipper to select another receipt point that is feasible and viable for Expansion Firm Service, and
Alliance will award the allocated Expansion Firm Service capacity to such Shipper or prospective shipper
at the agreed receipt point. If such alternate receipt point is located on Alliance’s Tioga Lateral, the
associated Expansion Firm Service would also be subject to the applicable Tioga Lateral charges.
(c) In the case of Expansion Firm Service capacity that is otherwise allocable to a Shipper or prospective
shipper that has designated an existing receipt point in its request, and the receipt capacity at the
receipt point has been determined by Alliance to be not sufficient to accommodate the full amount of
the requested Contracted Capacity, Alliance may allow such Shipper or prospective shipper to select an
alternative or additional receipt point that is feasible and viable for Expansion Firm Service, and Alliance
will award the allocated Expansion Firm Service capacity to such Shipper or prospective shipper at the
agreed receipt point. If such alternate receipt point is located on Alliance’s Tioga Lateral, the associated
Expansion Firm Service would also be subject to the applicable Tioga Lateral charges.
(d) In the case of Expansion Firm Service capacity that is otherwise allocable to a Shipper or prospective
shipper whose gas does not meet Alliance’s hydrocarbon dewpoint gas quality specification, and
Alliance determines, in its sole discretion, that a hydrocarbon dewpoint waiver is operationally feasible
for such gas at the requested receipt point, Alliance may apply for FERC approval of such a waiver, and if
approval is granted, Alliance will award the allocated Expansion Firm Service capacity to such Shipper or
prospective shipper at the agreed receipt point.
(e) If the total economic value for two or more Requests are equivalent and there is insufficient
Expansion Firm Service to meet the aggregate Contracted Capacity requested, Alliance will allocate
service as follows:
i. Alliance will award the available Expansion Firm Service to the affected Shippers and
prospective shippers pro rata on the basis of the Contracted Capacity specified in their Requests
for Expansion Firm Service;
ii. should the volume of Expansion Firm Service allocable to a Shipper or prospective shipper be
less than the minimum Contracted Capacity, if any, specified in its Request for Expansion Firm
7
Service, no Expansion Firm Service will be awarded by Alliance to that Shipper or prospective
shipper;
iii. should the volume of Expansion Firm Service allocable to a Shipper or prospective shipper be
greater than the minimum Contracted Capacity, if any, specified in its Request for Expansion
Firm Service, the Shipper or prospective shipper will be deemed conclusively to have accepted
the Expansion Firm Service awarded by Alliance to that Shipper or prospective shipper; and
iv. any remaining Expansion Firm Service which has not been awarded in accordance with the
foregoing will be allocated to other Requests for Expansion Firm Service in descending order of
total economic value.
(f) Alliance will, as soon as reasonably practicable, notify each successful Shipper or prospective shipper
of the Expansion Firm Service awarded to it and forward to such Shipper or prospective shipper a
Precedent Agreement for Firm Transportation Service (Expansion Capacity) in the form attached to this
open season document (Attachment 2) for such Expansion Firm Service. Such Shipper or prospective
shipper is obligated to execute and deliver to Alliance the Precedent Agreement for Firm Transportation
Service (Expansion Capacity), without modification or amendment, within 10 business days of receipt of
the Precedent Agreement for Firm Transportation Service (Expansion Capacity) from Alliance.
5. Credit Requirements
(a) Shippers and prospective shippers will be required, as a condition to the award of any Expansion
Firm Service, to:
i. demonstrate to Alliance a credit quality acceptable to Alliance, in its sole discretion, through the
provision of financial statements and such other information as Alliance may require;
ii. if the Shipper or prospective shipper is unable to meet the criteria in subparagraph i. above,
provide to Alliance a guarantee of payment in form and substance satisfactory to Alliance by
another entity which meets the criteria in subparagraph i. above; or
iii. if the Shipper or prospective shipper is unable to comply with subparagraphs i. or ii. above,
provide to Alliance, and at all times maintain:
a. an irrevocable letter of credit in an amount determined based on the term of the
Expansion Firm Service as follows: for a 15 year or greater service term, an amount equal to
12 months of reservation charges and other charges and surcharges plus an additional one
month for each year by which the contract term exceeds a 15-year term; or
b. such other alternative financial security acceptable to Alliance,
provided that Alliance reserves the right to limit the expansion service available to such parties
which provide letters of credit or other alternative financial security,
all in accordance with the following schedule:
8
1. within 7 days of receipt from Alliance of the Precedent Agreement, 25% of the LC
amount identified in 5(a)iii.a. or 25% of such other alternative financial security
identified in 5(a)iii.b.
2. within 7 days of timely executing the Precedent Agreement, an additional 25% of the LC
amount identified in 5(a)iii.a. or an additional 25% of such other alternative financial
security identified in 5(a)iii.b.
3. immediately following a positive final investment decision by Alliance USA, an additional
25% of the LC amount identified in 5(a)iii.a. or an additional 25% of such other
alternative financial security identified in 5(a)iii.b.
4. within 7 days of receipt from Alliance Notice that Alliance USA has accepted its FERC
regulatory approval and Alliance Canada has accepted its NEB regulatory approval and
both Alliance USA and Alliance Canada are proceeding to final construction, the final
25% of the LC amount identified in 5(a)iii.a. or the final 25% of such other alternative
financial security identified in 5(a)iii.b.
(b) Alliance reserves the right to reject, in its sole discretion, any and all Requests for Expansion Firm
Service which fail or are unable to meet the requirements prescribed above.
6. Supply and Demand Markets
Shippers and prospective shippers submitting a Request for Expansion Firm Service are responsible for
securing any necessary upstream arrangements for supply, if applicable, and for securing any necessary
downstream capacity or marketing arrangements on other pipelines connecting to the Alliance Pipeline
system.
Turn Back of Existing Firm Service Capacity
1. Alliance will, in conjunction with this open season, consider Requests to Turn Back Service from
Shippers holding existing Firm Service that wish to permanently Turn Back such service or portion
thereof effective on (i) November 1, 2021 or (ii) the actual date Alliance requires such Turned Back
service in order to commence providing Expansion Firm Service pursuant to this open season. In the
event that Alliance, in its sole discretion, accepts a Request to Turn Back Service, the resulting Turned
Back service will be allocated by Alliance to Shippers and prospective shippers which are awarded
Expansion Firm Service in this open season.
2. Alliance may elect to accept Request(s) to Turn Back Service in such a manner as to result in Turn Back
being staged (i.e., with multiple Turn Back dates).
3. Alliance reserves the right to reject, in its sole discretion, any and all Requests to Turn Back Service
submitted in response to this open season. Further, Alliance may accept for Turn Back a volume of
service which is less than the volume requested to be turned back in a Request to Turn Back Service and
Shipper shall, in that case, be deemed conclusively to have agreed to such lesser volume of service Turn
Back.
9
4. The Turn Back of existing Firm Service may, depending on the volume of existing Firm Service that
existing Shippers wish to Request to Turn Back and the requests for Expansion Firm Service received by
Alliance in this open season, affect the need for, or the nature, size, configuration, or timing of, any
proposed expansion facilities.
5. Any Shipper wishing to turn back existing Firm Service must do so on an unconditional basis. No
conditions to the Request to Turn Back will be considered or accepted.
6. Shippers wishing to turn back existing Firm Service must complete a Request to Turn Back Service, in
the form attached to this open season document (Attachment 3), and submit it to Alliance via e-mail at
the address noted above by the Closing Time. Requests to Turn Back Service which are not received by
the Closing Time will not be considered. Any Shipper that submits a Request to Turn Back Service which
is accepted by Alliance is obligated to execute and deliver to Alliance an amending agreement to the
Shipper’s existing Firm Service Agreement evidencing such Turn Back in the form provided by Alliance,
without amendment or modification, within 5 business days of receipt of such amending agreement
from Alliance. Any Shipper that fails to execute and deliver its amending agreement within 5 business
days of receipt of same shall be deemed to have forfeited Alliance’s acceptance of Shipper’s Turned
Back capacity.
7. Alliance will, via e-mail and as soon as reasonably practicable following receipt of a Request to Turn
Back Service, either confirm to Shipper Alliance’s receipt of the Request to Turn Back Service and assign
an identification number to it, or advise the Shipper that the Request to Turn Back Service fails to
conform with the requirements of this open season document and consequently will not be considered.
8. A Shipper that has submitted a Request to Turn Back Service may withdraw that Request to Turn Back
Service at any time prior to the Closing Time.
Term Extension of Existing Firm Service
1. The minimum term extension (“term up”) period for existing Firm Service will be based on a new
expiry date for such Firm Service that will be extended to the date which is 10 years from the service
start date for the Expansion Firm Service, regardless of the current expiry date of such existing Firm
Service. For example, if the service start date for Expansion Firm Service is November 1, 2021, the expiry
date for the termed-up existing Firm Service would be extended to a minimum of October 31, 2031.
2. Existing Firm Service that is termed up will be modified to have no contractual renewal rights upon
expiry of the extended term, provided however that Shipper may request additional term by notifying
Alliance one year prior to expiry of the extended term of its desire to renew, and Alliance may, at its
discretion, accept the request to renew or agree to negotiate with the Shipper to extend the term of the
Shipper’s Firm Service Agreement. The negotiated rate for Existing Firm Service that is termed up will be
modified to not include Rich Gas Credits or Debits.
3. Term up will be prioritized by existing Firm Service expiry date, with term up being first applied to the
earliest expiry date and progressing to the latest expiry date. For example, if a Shipper requests term up
10
of two tranches of existing Firm Service, one that expires on May 31, 2019 and one that expires on
September 30, 2019, the term extension would be first applied to the May 31, 2019 Firm Service with
the remainder, if any, applied to the September 30, 2019 Firm Service.
4. Any Shipper that is awarded at least 50 MMcf/d of Expansion Firm Service and that terms up 50
MMcf/d or more for more than 10 years from the service start date for the Expansion Firm Service will
receive a discount as follows:
Service Discount for each additional year of
term up exceeding 10 years for
Years 11 to 15
Discount for each additional year of
term up exceeding 10 years for
Years 16 to 20
$US/Mcf/d $US/Mcf/d
FT-1 $0.00619 $0.00155 The discount will be applied to a shipper’s existing rate using an energy conversion factor of 1.100Dth/Mcf
A Shipper will begin to be charged any toll that is reduced by virtue of the terms of this paragraph on
November 1, 2020.
5. The rates applicable to termed-up existing Firm Service are Shipper’s existing negotiated rates,
excluding Rich Gas Credits or Debits, as adjusted, if applicable, by the discounts identified in paragraph
4. above.
6. Shipper shall within 30 days of tender by Alliance execute and deliver, in the form provided by
Alliance, an amending agreement to the Shipper’s existing Firm Service Agreement.
7. Alliance reserves the right to decline any amount of existing Firm Service for term up, in its sole
discretion, at any time prior to or after the Closing Time and irrespective of the result of this open
season for Expansion Firm Service.
Additional Information
Should you have any questions or require additional information regarding this open season, please
contact your Business Development Manager or Jason Feit, Manager, Asset Optimization and
Development at [email protected] or (403) 517-6361.
All credit inquiries can be made to Sharon Chen-Zue at Alliance Pipeline at (403) 517-7738 or
Summary of Key Dates and Deadlines
March 28, 2018 Open season commences.
March 28 to Noon (MDT) May 29, 2018 Shippers will have an opportunity to consult with
Alliance representatives.
Noon (MDT) May 30, 2018 Open season closes and Requests for Expansion
Firm Service and Requests to Turn Back Service
11
and Requests for Term Extension of Existing Firm
Service must have been submitted prior to 12:00
noon (Mountain Daylight Time).
12
ATTACHMENT 1
REQUEST FOR EXPANSION FIRM SERVICE
To: Alliance Pipeline Inc.
1. Requester Information
Name (full legal entity):
Address:
Contact person:
Telephone:
Email:
2. Expansion Firm Service Request
Service
Term
(in years)
(commencing
November 1,
2021 or in-
service date –
minimum
term of 15
years)
Rate
($/Dth/m)
(assuming
a thermal
conversion
factor of
1.100 Dth
per Mcf)
Contracted
Capacity
(mcf/d)
(net of fuel
requirements)
Minimum
Contracted
Capacity
(mcf/d) (net
of fuel
requirements)
Receipt
Point
Receipt
Gas
meets
Alliance
tariff gas
quality
specifi-
cations
Y/N
Delivery
Point
(delivery
pipeline
at ACE
Hub)+
EFT-1* 19.9091
EFT-1* 19.9091
EFT-1* 19.9091
EFT-1* 19.9091
* All requests for EFT-1 from the Receipt Point at the Interconnect with Alliance Pipeline Limited
Partnership will be deemed to be conditional on the award to the same party or its affiliate, or to a
counterparty with whom such party has made supply arrangements, of corresponding transportation
service on the Canadian Pipeline.
+ □ By ticking this box, Requester indicates its interest in discussing with Alliance the option of a
delivery point further downstream of the Alliance delivery header
13
3. Acknowledgement and Representation The undersigned acknowledges and agrees on behalf of the Requester that the submission of this
Request for Expansion Firm Service is a binding offer to contract for any Expansion Firm Service that
is awarded by Alliance to the Requester, and confirms on behalf of the Requester that the Requester
will execute and deliver to Alliance a Precedent Agreement for Firm Transportation Service
(Expansion Capacity) in the form attached to Alliance USA’s Binding Open Season March 28 – May
30, 2018 document, without amendment or modification. The undersigned represents and confirms that he/she has the capacity and authority to submit this
Request for Expansion Firm Service and to bind the Requester thereby. Dated this _____ day of ___________, 2018 Name of Requester Per: Signature Name Title
4. The terms and conditions specified in Alliance USA’s Binding Open Season March 28 – May 30, 2018
document are incorporated by reference herein and govern this Request for Expansion Firm Service.
14
ATTACHMENT 2
PRECEDENT AGREEMENT
FOR
FIRM TRANSPORTATION SERVICE
(EXPANSION CAPACITY)
THIS PRECEDENT AGREEMENT FOR FIRM TRANSPORTATION SERVICE (EXPANSION CAPACITY)
(“Precedent Agreement”) is made effective as of the ___ day of ________, 2018, by and between:
ALLIANCE PIPELINE L.P., a Delaware limited partnership
(“Transporter”)
- and –
[NAME], a [jurisdiction] [type of legal entity]
(“Shipper”)
RECITALS:
WHEREAS Transporter owns and operates an interstate pipeline that transports natural gas from the
Canada-United States border near Sherwood, North Dakota to delivery points in the Chicago area, and
that falls within the jurisdiction of the Federal Energy Regulatory Commission, or any replacement or
successor regulatory or government authority having authority over the approval, licensing,
construction, operation or rates of inter-state pipelines in natural gas transportation service (the
“FERC”);
WHEREAS Transporter proposes to offer natural gas firm transportation service that would be made
available primarily through incremental compression along the Transporter’s pipeline system to provide
approximately 400 MMcf per day of new firm transportation capacity, subject to the limitation that only
about 20 MMcf per day of the total Expansion Firm Service capacity would be available from a receipt
point on Alliance’s Tioga Lateral (the “Expansion Firm Service”);
WHEREAS Shipper, by the commitments it gives in this Precedent Agreement, indicates its agreement to
contract for one or more of the Expansion Firm Service awarded to Shipper through Transporter’s open
season for the Expansion Firm Service (“Open Season”);
15
WHEREAS The commitments provided by Shipper via this Precedent Agreement and by other shippers in
precedent agreements with Transporter will be used as support for Transporter’s regulatory applications
and for the construction and operation of the facilities for the Expansion Firm Service;
WHEREAS Transporter is willing to continue its efforts to develop the facilities for the Expansion Firm
Service and to proceed with obtaining all necessary regulatory approvals and authorizations of the
Expansion Firm Service; provided that Transporter, in its sole discretion, has received sufficient
commitments from prospective shippers and has attained sufficient commercial support; and
WHEREAS This Precedent Agreement has been executed as evidence of the agreement between
Transporter and Shipper that, upon satisfaction or waiver of the conditions precedent set forth herein,
the parties will enter into a Firm Transportation Agreement (“TA”) providing for the Expansion Firm
Service to be provided by Transporter to Shipper.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein, the receipt and
sufficiency as valuable consideration of which is acknowledged and agreed to by each of Transporter
and Shipper, Transporter and Shipper agree as follows:
1. Effective Date and Term of Precedent Agreement
This Precedent Agreement is effective as of the date first stated above and shall remain in effect
until the earlier of (a) the execution of a TA for each of the Expansion Firm Service awarded to
Shipper through the Open Season and set out in this Precedent Agreement; or (b) the date specified
in accordance with either Shipper’s or Transporter’s exercise of its termination rights pursuant to
this Precedent Agreement. Where Shipper and Transporter execute a TA, the TA shall terminate on
October 31 of the year in which the TA is stated to terminate.
2. Estimated In-Service Date of Expansion Firm Service
Transporter anticipates that the Expansion Firm Service will be ready for service on or about
November 1, 2021 or such later date as reasonably practicable following satisfaction or waiver of all
conditions precedent (the “Planned Service Commencement Date”). Subject to Shipper’s express
termination rights in this Precedent Agreement, Shipper agrees that it shall have no claim or cause
of action against Transporter for any delays in the Planned Service Commencement Date.
3. Expansion Firm Service
Expansion Firm Service (EFT-1) is firm natural gas transportation service under Rate Schedule FT-1 of
Alliance’s FERC Gas Tariff (Tariff or tariff), from a Receipt Point that is listed on Third Revised Sheet
No. 289 of the Tariff, or from a proposed new receipt point, to a Delivery Point that is listed on
Second Revised Sheet No. 290 of the Tariff. The minimum term for an EFT-1 TA is 15 years.
Notwithstanding its obligation to pay reservation charges as a subscriber to this service, in order for
a Shipper that sources its gas from Canada to utilize its EFT-1 transportation, it or its affiliate (in the
case of Canadian Expansion Firm Full-Path Service), or a receipt counterparty (in the event of
Canadian Expansion Firm Delivery Service), must hold a Transportation Service Agreement (TSA) for
transportation service on Alliance Pipeline Limited Partnership’s pipeline for a volume matching the
Shipper’s EFT-1 volume (plus the associated fuel requirement for EFT-1).
16
By executing and delivering to Transporter this Precedent Agreement, Shipper submits a binding
offer to Transporter to enter into a TA for the Expansion Firm Service selected in Appendix A to this
Precedent Agreement. Shipper’s offer cannot be amended or withdrawn other than pursuant to
Shipper’s termination rights specified in Article 9, or pursuant to the amending provisions in Article
14 hereto.
By executing and delivering to Shipper this Precedent Agreement, Transporter accepts Shipper’s
binding offer to enter into a TA for the Expansion Firm Service selected in Appendix A to this
Precedent Agreement. Transporter’s acceptance cannot be amended or revoked other than
pursuant to Transporter’s termination rights specified in Article 9, or pursuant to the amending
provisions in Article 14 hereto.
Notwithstanding any other provision of this Precedent Agreement, the design and capacity of the
facilities for the Expansion Firm Service and the form, substance and timing of Transporter’s
applications for orders, certificates, approvals, authorizations, licenses and permits shall be
determined by Transporter, in its sole discretion.
4. Conditions Precedent
The obligations of Transporter to provide Expansion Firm Service to Shipper are subject to the
following conditions precedent which are for the sole benefit of Transporter and may be waived by
Transporter in whole or in part:
a. The determination by Transporter, at its sole discretion, that a minimum threshold volume of
firm service and turn back commitments has been received by shippers on each of Transporter’s
and Transporter’s affiliate, Alliance Pipeline Limited Partnership’s pipeline, individually and
collectively, to economically construct and operate expansion facilities and provide the
Expansion Firm Services;
b. The determination by the board of directors and senior management of Transporter’s general
partner to commit to the construction and operation of expansion facilities and the provision of
Expansion Firm Service;
c. All engineering and design criteria required to construct and operate the expansion facilities and
provide the Expansion Firm Service are acceptable to Transporter, in its sole discretion;
d. Transporter and Alliance Pipeline Limited Partnership, obtaining all governmental and regulatory
orders, certificates, approvals, authorizations, licenses and permits and other applicable
authorizations, in form and substance satisfactory to Transporter or Alliance Pipeline Limited
Partnership, as applicable, in their sole discretion, required to construct, operate and maintain
expansion facilities in Canada and the USA, provide the Expansion Firm Services in Canada and
the USA, and to levy the associated tolls and rates;
e. Acceptance by Transporter and Alliance Pipeline Limited Partnership, in their sole discretion,
and the satisfaction of all conditions or modifications contained in the orders, certificates,
approvals, authorizations, licenses and permits referred to above;
f. Procurement of all necessary rights-of-way, easements, other surface and subsurface rights and
permits in form and substance acceptable to Transporter and Alliance Pipeline Limited
Partnership, in their sole discretion;
17
g. Receipt of financial commitment(s) from financial institutions or investors, on terms acceptable
to Transporter, to make the capital expenditures necessary to enable Transporter to construct
and operate expansion facilities and to provide the Expansion Firm Service under the
Transportation Agreement(s) in the manner contemplated in the Precedent Agreement;
h. the determination by Transporter, in its sole discretion, that none of the pipeline system, the
expansion facilities, Transporter or Alliance Pipeline Limited Partnership have been or could be
materially adversely affected by any prevailing or future economic, regulatory, financial or other
circumstances (including, without limitation, Transporter’s rates and rate design); and
i. Transporter, in its sole discretion, shall be satisfied that all the conditions precedent to Alliance
Pipeline Limited Partnership’s obligations under the precedent agreements respecting
Expansion Firm Service on the Canadian portion of the Alliance Pipeline system as contained in
such precedent agreements will have been satisfied or waived.
5. Transporter’s Obligations
Transporter shall, subject to the terms of this Precedent Agreement:
a. Construct facilities necessary for the Expansion Firm Service;
b. Following satisfaction or waiver of all conditions precedent, notify Shipper of such fact, and of
the actual in-service date of the Expansion Firm Service; and
c. At least 90 days prior to the Planned Service Commencement Date, tender Shipper a TA for the
Expansion Firm Service selected by Shipper in this Precedent Agreement, which specifies the
Shipper’s Contracted Capacity, a primary term of a minimum of 15 years ending on October 31st
in the final year of the term, the applicable negotiated rates agreed to in this Precedent
Agreement and approved by the applicable regulatory authorities, and which incorporates
creditworthiness requirements consistent with those in this Precedent Agreement and any
other applicable terms and conditions in this Precedent Agreement and such other terms and
conditions as are codified in Transporter’s Tariff for the Expansion Firm Service.
6. Shipper’s Obligations
Shipper shall, subject to the terms of this Precedent Agreement:
a. Within 30 days of tender by Transporter, execute and deliver to Transporter a TA for the
Expansion Firm Service selected by Shipper in this Precedent Agreement;
b. Commencing on the actual in-service date of the Expansion Firm Service, pay Transporter the
applicable negotiated rates set forth in Appendix A (subject to FERC approval) for the Expansion
Firm Service during the applicable term of the TA and such other charges and surcharges set out
in this Precedent Agreement as may from time to time apply to the Expansion Firm Service, and
provide fuel in-kind subject to the system fuel requirements, in accordance with Transporter’s
Tariff;
18
c. Support and cooperate with, and not oppose, obstruct or otherwise interfere with, the efforts of
Transporter to make all necessary notifications, tariff filings, applications or certificate filings
and to obtain all governmental and regulatory authorizations and/or exemptions necessary for
Transporter to construct, own and operate and maintain the facilities required for and to
provide the Expansion Firm Service at the negotiated rates set out in this Precedent Agreement
and to perform its obligations contemplated in this Precedent Agreement, and, upon request by
Transporter, will express its support in the manner specified by Transporter, which may include,
without limitation, support in the form of a written submission, or support in the form of an in-
person submission or appearance at a hearing, for any such notifications, tariff filings,
applications or certificate filings, authorizations and/or exemptions;
d. Possess, provide, and maintain such credit as is required by Transporter to satisfy Shipper’s
financial and contractual obligations under this Precedent Agreement and under every TA
executed pursuant to this Precedent Agreement; and
e. Execute and deliver such documents and do such acts as may be reasonably requested by
Transporter to effectuate the terms of this Precedent Agreement, and agree to provide any
information that is reasonably requested by Transporter in preparing, submitting, and
conducting applications to any regulatory or governmental body in connection with the approval
and authorization of the tolls and terms and conditions of the Expansion Firm Service.
7. Creditworthiness Requirements for Precedent Agreement
(a) Shippers and prospective shippers will be required, as a term and condition of this Precedent
Agreement, to:
i. demonstrate to Transporter a credit quality acceptable to Transporter, in its sole discretion,
through the provision of financial statements and such other information as Transporter may
require;
ii. if the Shipper or prospective shipper is unable to meet the criteria in subparagraph i. above,
provide to Transporter a guarantee of payment in form and substance satisfactory to
Transporter by another entity which meets the criteria in subparagraph i. above; or
iii. if the Shipper or prospective shipper is unable to comply with subparagraphs i. or ii. above,
provide to Transporter, and at all times maintain:
a. an irrevocable letter of credit in an amount determined based on the term of the
Expansion Firm Service as follows: for a 15 year or greater service term, an amount equal to
12 months of reservation charges and other charges and surcharges plus an additional one
month for each year by which the contract term exceeds a 15-year term; or
b. such other alternative financial security acceptable to Transporter,
provided that Transporter reserves the right to limit the expansion service available to such
parties which provide letters of credit or other alternative financial security,
19
all in accordance with the following schedule:
(1) within 7 days of receipt from Alliance of this Precedent Agreement, 25% of the LC
amount identified in 5(a)iii.a. or 25% of such other alternative financial security
identified in 5(a)iii.b.
(2) within 7 days of timely executing this Precedent Agreement, an additional 25% of the LC
amount identified in 5(a)iii.a. or an additional 25% of such other alternative financial
security identified in 5(a)iii.b.
(3) immediately following a positive final investment decision by Transporter, an additional
25% of the LC amount identified in 5(a)iii.a. or an additional 25% of such other
alternative financial security identified in 5(a)iii.b.
(4) within 7 days of receipt from Transporter of Notice that Transporter has accepted its
FERC regulatory approval and Alliance Canada has accepted its NEB regulatory approval
and both Transporter and Alliance Pipeline Limited Partnership are proceeding to final
construction, the final 25% of the LC amount identified in 5(a)iii.a. or the final 25% of
such other alternative financial security identified in 5(a)iii.b.
(b) Transporter shall be entitled to demand and receive payment of, or draw upon the guarantee, letter
of credit, or alternative financial security for, the full amount of credit support required by this
Section 7 for any Shipper or prospective shipper that:
i. becomes bankrupt or insolvent, or ceases to carry on business after the execution of this
Precedent Agreement and before the provision of credit support for a TA; or
ii. fails or refuses to execute the TA within 30 days of tender by Transporter or fails or refuses to
provide the required credit support for such TA.
8. Creditworthiness Requirements for TA
Shipper shall upon execution and at all times after execution of a TA for Expansion Firm Service:
a. demonstrate to Transporter that it has a credit quality acceptable to Transporter, in its sole
discretion, through the provision of financial statements and such other information as
Transporter may require;
b. if Shipper is unable to meet the requirements in subsection a. above, provide to Transporter a
guarantee of payment in form and substance satisfactory to Transporter by another entity who
meets such requirements; or
c. if Shipper is unable to meet the requirements of subsections a. or b. above, provide to
Transporter, and at all times maintain, a cash deposit or irrevocable letter of credit in favour of
Transporter (and/or its lenders) issued by a financial institution and in form acceptable to
Transporter in an amount equal to the sum of 12 months’ plus an additional one month for each
year by which the TA term exceeds a 15-year term, of demand/reservation charges and other
charges and surcharges for all Expansion Firm Service to which Shipper has subscribed or such
other alternative financial security acceptable to Transporter.
20
If Shipper is required to provide security for its financial and contractual obligations under a TA,
Shipper agrees to furnish such security to Transporter at least twenty (20) days prior to the service
start date for the Expansion Firm Service, and such security shall be in an amount that is consistent
with the creditworthiness requirements set forth in this Section 8.
9. Termination Rights
a. Shipper may, at its discretion, with no liability to Transporter, terminate this Precedent
Agreement only if Transporter has not commenced construction of expansion facilities
necessary to provide the Expansion Firm Service within one year of its receipt of all requisite
regulatory approvals. In such case, Transporter shall return to Shipper any credit support
provided by Shipper under this Precedent Agreement and neither Alliance nor Transporter shall
be liable for any losses that relate to or arise out of this Precedent Agreement or its termination.
b. Transporter may, at its discretion, with no liability to Shipper, terminate this Precedent
Agreement at any time during the term hereof by giving written notice to Shipper if any one or
more of the condition precedents described in Section 4 of this Precedent Agreement have not
been satisfied or waived by Transporter. Upon the giving of such notice, this Precedent
Agreement shall be of no further force and effect and each of Shipper and Transporter shall be
released from all further obligations under this Precedent Agreement. In such case, Transporter
shall return to Shipper any credit support provided by Shipper under this Precedent Agreement
and neither Transporter nor Shipper shall be liable for any losses that relate to or arise out of
this Precedent Agreement or its termination.
10. Exclusions and Limitations of Liability
a. Transporter agrees to use commercially reasonable efforts to receive all required approvals and
permits to construct expansion facilities necessary to provide the Expansion Firm Service.
Notwithstanding the foregoing or any other provision of the Precedent Agreement, Transporter
will not be liable to Shipper for any damages, howsoever incurred, arising from Transporter’s
inability or failure to construct the expansion facilities or to provide the Expansion Firm Service
contemplated by this Precedent Agreement.
b. Transporter will not be responsible nor will the Precedent Agreement or any TA provided
hereunder be subject to cancellation if Transporter is unable to complete the construction of
the expansion facilities and commence the Expansion Firm Service by the Planned Service
Commencement Date. Transporter does not guarantee the Planned Service Commencement
Date and will have no liability for any delay or change to the Planned Service Commencement
Date or any cancelation or change in scope of the proposed Expansion Firm Service.
c. Transporter will not be responsible for any business decisions or contractual commitments
made or inference drawn by Shipper in reliance on this Precedent Agreement or in reliance on
actions taken or disclosures made pursuant to or in connection with this Precedent Agreement.
d. Notwithstanding anything contained in this Precedent Agreement, neither Transporter nor
Shipper shall be liable for consequential losses that relate to or arise out of this Precedent
Agreement or its termination regardless of whether such losses arise pursuant to contract, tort,
strict liability or other fault of either Transporter or Shipper. Reference to “consequential”
losses shall include all consequential or indirect losses, loss or anticipated loss of profit, loss or
anticipated loss of revenue, loss or anticipated loss of business opportunity or business
interruption. In no event shall reference to “consequential losses” include direct losses or direct
damages.
21
e. Failure of either party to pursue any remedy resulting from a breach of this Precedent
Agreement by the other party shall not be construed as a waiver of that breach or any
subsequent or other breach of this Precedent Agreement.
11. Representations and Warranties
Shipper represents and warrants to Transporter as follows:
(a) Organization and Qualification. Shipper is a corporation, partnership, or other valid legal entity
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with full right, power and authority under its organizational
charter and, if applicable, by-laws and under the laws of its jurisdiction to enter into this
Precedent Agreement and to perform its obligations hereunder;
(b) Authorization and Enforceability. Shipper has taken all necessary corporate, partnership, or
entity action to enter into and perform its obligations contained in and contemplated by this
Precedent Agreement. This Precedent Agreement has been duly executed and delivered by
Shipper and constitutes the legal, valid and binding obligation of Shipper enforceable in
accordance with its terms;
(c) No Conflict. Neither the execution and delivery of this Precedent Agreement nor compliance
with any of the terms and provisions hereof conflicts with, breaches or contravenes the
provisions of its organizational charter or, if applicable, by-laws of Shipper;
(d) Litigation. There are no actions, suits or proceedings at law or in equity now pending or, to the
best of Shipper's knowledge, threatened against or affecting Shipper or any of its assets or rights
which could reasonably be expected to have a material adverse effect on the right or ability of
Shipper to fulfill its obligations hereunder.
12. Tariff Terms and Conditions
Shipper acknowledges and agrees that Transporter will apply to the FERC for approval of
Transporter’s expansion negotiated rates and revised transportation tariff, and that such tariff will
specify existing and additional terms and conditions that apply to the Expansion Firm Service
selected by Shipper in Appendix A. Expansion Firm Service will be subject to and governed by the
terms and conditions in Transporter’s existing tariff applicable to FT-1 with the following exception:
i) EFT-1 Shippers will not be entitled to request the staging of their Contracted Capacity.
and Shipper agrees to be bound by each of such terms and conditions as are approved by the FERC
for the Expansion Firm Service.
13. Assignment
This Precedent Agreement may be assigned by Transporter to an affiliated entity without the
requirement of Shipper’s consent. Shipper may assign this Precedent Agreement to any party that
satisfies Transporter’s creditworthiness requirements, but then only upon Transporter’s prior
written consent, which consent shall not be unreasonably withheld.
22
Transporter shall have the right to pledge this Precedent Agreement and/or any security provided
by Shipper to Transporter pursuant to this Precedent Agreement, including any of Transporter’s
rights thereunder, as security for any indebtedness incurred by Transporter in connection with the
financing or refinancing of Transporter and to assign this Precedent Agreement and any security
received hereunder in accordance with the terms and conditions of any agreement with third
parties pertaining to any such indebtedness, and Shipper agrees to timely execution and delivery of
such documents and certificates as are reasonably requested by Transporter or its lenders in
connection with any such collateral assignment or pledge.
14. Amendments
No amendments may be made to this Precedent Agreement except by an amendment in writing
signed by both parties. Subject to Article 9 (termination rights section), Shipper’s offer and
Transporter’s acceptance of Shipper’s commitment to contract for the Expansion Firm Service
selected in Appendix A to this Precedent Agreement may not and shall not be withdrawn, revoked
or amended except with the mutual consent of both Shipper and Transporter. Shipper’s offer and
Transporter’s acceptance of Shipper’s commitment to pay the applicable rates set forth in Appendix
A herein shall not be amended except in the event that the applicable tolls approved by the FERC for
the Expansion Firm Service selected by Shipper are less than the rates selected by Shipper in
Appendix A, and then, in such case, subject to whether Transporter exercises Transporter’s
termination rights in Section 9.b. herein, Appendix A shall be deemed amended so that Shipper’s
obligation shall be to execute a Transportation Agreement which reflects the FERC-approved rates
for such Expansion Firm Service.
15. Choice of Law
This Precedent Agreement shall be interpreted, construed and governed by the laws of the State of
New York, USA, including the federal laws of the USA applicable therein.
16. Further Assurances
Transporter and Shipper shall enter into such additional agreements as may be necessary in
furtherance of this Precedent Agreement.
17. Counterpart Execution
This Precedent Agreement may be executed in any number of counterparts (which may be
evidenced by electronic copies of counterpart execution pages), no one of which needs to be
executed by both parties, and when both parties have executed a counterpart hereof, all such
counterparts shall together comprise one and the same agreement and this Precedent Agreement
shall be binding upon the parties, with the same force and effect as if both parties had signed the
same document, and each such signed counterpart shall constitute an original of this Precedent
Agreement.
23
18. Notices
Notices under this Precedent Agreement shall be addressed:
To Transporter:
Alliance Pipeline Inc.
c/o Alliance Pipeline Ltd.
800, 605 – 5th Ave. S.W.
Calgary, AB, Canada T2P 3H5
Attention: Vice President, Commercial Operations
To Shipper:
13. Currency
Unless expressly stated to the contrary, all dollar references contained in this Precedent Agreement
refer to United States dollars.
14. Entire Agreement
This Precedent Agreement represents the entire agreement between the parties with respect to the
matters specified herein and supersedes and cancels any prior or contemporaneous arrangements,
understandings, or agreements, whether written or oral, between the parties relative to the subject
matter hereof.
This Precedent Agreement is offered by Shipper for Transporter’s acceptance as of the date first stated
above, by:
[SHIPPER]
Per:
Name:
Title:
24
Accepted and agreed to by Transporter as of the date first stated above, by:
ALLIANCE PIPELINE L.P.,
by its Managing General Partner, ALLIANCE PIPELINE INC.
Per:
Name:
Title:
25
Appendix A
to Precedent Agreement for Firm Transportation Service
Between:
Alliance Pipeline L.P. (“Transporter”)
- and -
(“Shipper”)
Shipper’s Expansion Firm Service terms:
Service
Term
commencing later of
November 1, 2021 or in-
service date
Rate* ($/Dth/month) (assuming a
thermal conversion
factor of 1.100 Dth per Mcf)
Contracted Capacity
(Mcf/d)
Receipt Point
Delivery Point
EFT-1
EFT-1
EFT-1
EFT-1
EFT-1
* In addition to this rate, Shipper agrees to pay all applicable charges and surcharges set forth in
Transporter’s Tariff applicable to the Expansion Firm Service, and provide fuel in-kind subject to the
system fuel requirements, in accordance with Transporter’s Tariff.
Expansion Firm Service Rates Table
Service Rate ($/Dth/month) (assuming a
thermal conversion factor of 1.100 Dth
per Mcf)1, 2, 3
Forecast Fuel Rate (Assumes Regulatory Approval
of Rolled-In Fuel Rates) EFT-1(Mainline) 19.9091 2.85% EFT-1 (Tioga Surcharge4) 15.3114 $0.12/Dth
1 Recoverable Cost Variance Surcharge: Transporter will apply a surcharge to recover i) costs that are
incurred by Transporter in excess of forecasted amounts for pipeline integrity costs (including any pipe
replacements or re-routes required to comply with applicable codes and regulations), property and
business taxes, FERC cost recovery charges, and environmental levies, and ii) new costs that are imposed
26
upon Transporter by governmental authority, including without limitation pipeline abandonment
charges, fuel and carbon taxes, and environmental levies for greenhouse gas emissions.
2 Interruptible Transportation Service revenue will not be credited to shipper’s negotiated rate.
3 Expansion Firm Service Shippers will have no contractual renewal rights upon expiry of their Expansion
Firm Service TA, nor will they be entitled to request the staging of their Contracted Capacity.
4 The Tioga Surcharge is incremental to the EFT-1 Rate.
27
ATTACHMENT 3
REQUEST TO TURN BACK SERVICE
To: Alliance Pipeline Inc.
1. Requester Information
Name (full legal entity):
Address:
Contact person:
Telephone:
Email:
2. Request to Turn Back Service
The undersigned hereby requests Turn Back on a permanent basis, effective the date of in-service of
Alliance’s Expansion Firm Service, of the following existing Firm Service Capacity held under the
following Firm Service Agreements:
Contract # Receipt
Point
Delivery
Point
Contracted
Capacity
(Mcf/d)
Contract
Expiry Date
Contracted Capacity
Shipper Requests to
Turn Back (Mcf/d)
28
3. Representation
The undersigned represents and confirms that he/she has the capacity and authority to submit this
Request to Turn Back Service and to bind the Requester thereby. Dated this _____ day of ___________, 2018
Name of Requester Per: Signature Name Title
4. The terms and conditions specified in Alliance USA’s Binding Open Season March 28 – May 30, 2018
document are incorporated by reference herein and govern this Request to Turn Back Service.
29
ATTACHMENT 4
REQUEST FOR TERM EXTENSION OF EXISTING FIRM SERVICE
To: Alliance Pipeline Inc.
1. Requester Information
Name (full legal entity):
Address:
Contact person:
Telephone:
Email:
2. Request for Term Extension of Existing Firm Service
The undersigned hereby requests the contract term be extended for the following existing Firm
Service Agreements:
Contract # Receipt
Point
Delivery
Point +
Contracted
Capacity
(Mcf/d)
Current
Contract
Expiry Date
Requested
New
Contract
Expiry Date
(minimum 10
years after in-
service date of
Expansion
Firm Service)
+ □ By Ucking this box, Requester indicates its interest in discussing with Alliance the option of a
delivery point further downstream of the Alliance delivery header
30
3. Acknowledgement and Representation
The undersigned acknowledges and agrees on behalf of the Requester that the submission of this
Request for Term Extension of Existing Firm Service is a binding offer of the Requester to contract
for any Term Extension of Existing Firm Service that is awarded by Alliance to the Requester. The undersigned represents and confirms that he/she has the capacity and authority to submit this
Request for Term Extension of Existing Firm Service and to bind the Requester thereby. Dated this _____ day of ___________, 2018 Name of Requester Per: Signature Name Title
4. The terms and conditions specified in Alliance USA’s Binding Open Season March 28 – May 30, 2018
document are incorporated by reference herein and govern this Request for Term Extension of
Existing Firm Service.
