TSP Name: Northwest Pipeline LLC TSP: 67977322
Critical: N
Notice Stat Desc: INITIATE
Notice Type Desc: TSP CAPACITY OFFERING
Post D/T: 10/23/2024 8:51 AM MCT
Notice Eff D/T: 10/23/2024 8:51 AM MCT
Notice End D/T:
Reqrd Rsp Desc: No response required
Rsp D/T:
Notice ID: 24-184
Prior Notice:
Subject: SOLICITING COMPETING EMAIL BIDS FOR FIRM TF-1 TRANSPORTATION CAPACITY
Notice Text:
To: ALL SHIPPERS
From: Gil Perez (346)228-4168 Gilberto.Perez@williams.com
Xan Kotter (801)558-6327 Xan.G.Kotter@williams.com
Subject: SOLICITING COMPETING EMAIL BIDS FOR FIRM TF-1 TRANSPORTATION CAPACITY
Northwest Pipeline LLC (“Transporter”) has posted the following two packages
of available firm TF-1 Large Customer transportation capacity to its Electronic
Bulletin Board (“EBB”) for competitive bid pursuant to the “Available Capacity”
provisions of Transporter’s Tariff.
NOTE: BIDS FOR POSTED CAPACITY WILL BE CONDUCTED VIA E-MAIL.
Please call Gil @ 346-228-4168 or Xan @ 801-558-6327 if you have any
questions. Time deadlines will be electronically monitored and implemented.
I. AVAILABLE CAPACITY
PACKAGE 92-1
RECEIPT DELIVERY CONTRACT DEMAND PRIMARY PREARRANGED
POINT POINT DTH/D TERM OFFER__
Stanfield Cross Over 16 25,000 04/01/2026 – 03/31/2031 Yes
Min. Acceptable Bid: Maximum Base Tariff Rate
Min. Acceptable Bid Vol: 1 Dth/d
Max. Acceptable Bid Vol: 25,000 Dth/d
Bid Open Date: 10/23/2024 (10:00 AM Mountain Time)
Bid Close Date: 10/28/2024 (10:00 AM Mountain Time)
PA Match Deadline: 10/30/2024 (10:00 AM Mountain Time)
Award Deadline: 10/30/2024 (12:00 PM Mountain Time)
Right to Extend Yes, see Non-Conforming Provisions in Section III
Evergreen: Yes, see Non-Conforming Provisions in Section III
PACKAGE 9-2
RECEIPT DELIVERY CONTRACT DEMAND PRIMARY PREARRANGED
POINT POINT DTH/D TERM OFFER__
Opal Kern River Muddy Creek 73,000 04/01/2026 – 03/31/2031 Yes
Min. Acceptable Bid: $0.11 Dth/d
Min. Acceptable Bid Vol: 1 Dth/d
Max. Acceptable Bid Vol: 73,000 Dth/d
Bid Open Date: 10/23/2024 (10:00 AM Mountain Time)
Bid Close Date: 10/28/2024 (10:00 AM Mountain Time)
PA Match Deadline: 10/30/2024 (10:00 AM Mountain Time)
Award Deadline: 10/30/2024 (12:00 AM Mountain Time)
Right to Extend Yes, see Non-Conforming Provisions in Section III
Evergreen: Yes, see Non-Conforming Provisions in Section III
ADDITIONAL CHARGES: Except as provided in the first paragraph of Section II,
the prospective shipper will pay in addition to the rates above any maximum
volumetric charges, reservation surcharges, and other charges (i.e., ACA, CRM
Surcharge, scheduled overrun, penalties, etc.), and provide prospective
shipper’s pro rata share of gas used for fuel (including lost or gained and
unaccounted-for gas), each as approved by FERC under Rate Schedule TF-1 of
Transporter’s Tariff for the service, as the same may be adjusted from time to
time with FERC’s approval.
II. PACKAGE 9-2 DISCOUNTED RATE AND DISCOUNTED PATH RESTRICTION
If prospective shipper is awarded capacity under Package 9-2 at a rate
that is less than the Maximum Base Tariff Rate, then such rate shall be
considered a “Discounted Rate”. The Discounted Rate will be treated as already
including the prospective shipper’s payment of the discount-adjusted CRM
Surcharge. However, changes to the discount-adjusted CRM Surcharge will not
change the Discounted Rate.
The Discounted Rate shall remain in effect for the life of the prospective
shipper’s transportation service agreement for the Package 9-2 capacity
(“Package 9-2 TSA”) or 10 years, whichever is less (“Discounted Rate
Period”). The Discounted Rate shall remain fixed throughout the Discounted
Rate Period unless the Maximum Base Tariff Rate falls below the Discounted Rate.
If the Maximum Base Tariff Rate falls below the Discounted Rate, then the
Discounted Rate shall equal the Maximum Base Tariff Rate for such time as the
Maximum Base Tariff Rate remains below the Discounted Rate.
If the Package 9-2 TSA should extend beyond 10 years, then the
Discounted Rate shall no longer apply and the Maximum Base Tariff Rate shall
apply plus the Additional Charges described in Section I, including the full
CRM Surcharge if it is still in effect.
The Discounted Rate will only apply to transportation service between the Opal
Receipt Point and the Kern River Muddy Creek Delivery Point or, if applicable,
between the Opal Receipt Point and the Naughton Delivery Point discussed in the
fifth paragraph of Section III (“Discounted Path"). If the prospective shipper
or its replacement shipper(s) should ever transport outside the Discounted Path,
then the Discounted Rate shall no longer apply and the Maximum Base Tariff Rate
shall apply for the remaining life of the Package 9-2 TSA plus the
Additional Charges described in Section I, including the full CRM Surcharge if
it is still in effect.
III. NON-CONFORMING PROVISIONS IN THE TSA(S)
RIGHT TO EXTEND PACKAGE 92-1 TSA. If the prospective shipper enters a
TSA for capacity under Package 92-1 (“Package 92-1 TSA”), it
will have a primary term of 5 years. One year prior to the end of the primary
term or any extension thereafter, the prospective shipper may elect to extend
the term of its Package 92-1 TSA for an additional year, up to a
maximum of five 1-year term extensions.
BI-LATERAL EVERGREEN FOR PACKAGE 92-1 TSA. If the prospective shipper
has elected to extend its Package 92-1 TSA for five 1-year term
extensions then, beginning in the tenth year of its term, the 1-year bi-lateral
evergreen provision in Section 12.2 (a)(iii) of Rate Schedule TF-1 of the Tariff
shall apply.
POTENTIAL RATE CHANGE FOR PACKAGE 92-1 TSA. If the Package
92-1 TSA enters an eleventh year and the prospective shipper has been paying a
negotiated rate, then such negotiated rate shall no longer apply, and the
Maximum Base Tariff Rate plus the Additional Charges described in Section I
shall apply for the remaining life of the Package 92-1 TSA.
RIGHT TO EXTEND PACKAGE 9-2 TSA. If the prospective shipper enters a
Package 9-2 TSA, it will have a primary term of 5 years. One year prior
to the end of the primary term or any extension thereafter, the prospective
shipper may elect to extend the term of its Package 9-2 TSA for an
additional year, up to a maximum of five 1-year term extensions.
BI-LATERAL EVERGREEN FOR PACKAGE 9-2 TSA. If the prospective shipper
has elected to extend its Package 9-2 TSA for five 1-year term
extensions then, beginning in the tenth year of its term, the 1-year bi-lateral
evergreen provision in Section 12.2 (a)(iii) of Rate Schedule TF-1 of the Tariff
will apply.
POTENTIAL RATE CHANGE FOR PACKAGE 9-2 TSA. If the Package 9-
2 TSA enters an eleventh year and the prospective shipper has been paying a
Discounted Rate, then such Discounted Rate shall no longer apply and the Maximum
Base Tariff Rate plus the Additional Charges described in Section I, including
the full CRM Surcharge if it is still in effect, shall apply for the remaining
life of the Package 9-2 TSA.
POTENTIAL AMENDMENT TO NAUGHTON DELIVERY POINT. Transporter is currently seeking
the local, state, and other federal authorizations necessary to construct a
meter station on its Northwest Pipeline near MP 449 in Lincoln County, Wyoming
(“Naughton Delivery Point”) at Transporter’s expense. Transporter shall use
commercially reasonable efforts to construct and place in service the Naughton
Delivery Point no later than April 1, 2026. At least seven (7) days prior to
placing the Naughton Delivery Point in service, Transporter shall provide notice
to the prospective shipper. The prospective shipper shall then have a one-time
right exercisable within 5 days after receiving such notice to amend its
delivery point under its Package 92-1 TSA and/or Package 9-2
TSA, as applicable, to the Naughton Delivery Point.
OTHER NON-CONFORMING PROVISIONS. If prospective shipper enters a
Package 92-1 TSA and/or Package 9-2 TSA, then in addition to the non-
conforming provisions above such TSA(s) shall also include the non-conforming
provisions set forth in Exhibit B attached hereto.
IV. PROCEDURE FOR ACCEPTING BIDS
Transporter will only accept e-mail bids for the available capacity from credit
worthy shippers. Any duplicate bids will be discarded. E-Mail bid receipt time
stamp will be used to determine timely arrival. A prospective shipper who
withdraws its bid may not submit another bid with a lower economic value. A
prospective shipper may not submit multiple bids for the same available
capacity. Bids will only be accepted for the posted primary contract term(s).
Transporter is not obligated to accept bids for shorter term(s) or different
path(s) than posted for the available capacity. Transporter may accept or reject
any such bids. Prospective shipper may submit a bid on an individual package or
any combination of the listed packages but is not required to bid on all
packages.
V. AWARDING THE AVAILABLE CAPACITY
Transporter will award the capacity outlined herein on a total net present value
(NVP) basis. First, the NPV of each package bid on by a prospective shipper
shall be determined using the following formula:
Where:
i = monthly payment period
n = term in months
R = incremental monthly reservation revenue (Bid Qty (Dth/d)*Bid Daily Rate
($/Dth)*#Days in month i)
DR = the discount rate
Second, the NPV of each package bid on by a prospective shipper shall then be
summed to determine the total NPV of such prospective shipper’s bid(s). The
prospective shipper whose bid(s) generate(s) the highest total NPV, and which
exceeds the total NPV of the Prearranged Offer described in Section I, will be
awarded the capacity unless the pre-arranged shipper elects to exercise its
one-time right to match the total NPV of such prospective shipper’s bid(s).
However, in case of a tie between two or more prospective shippers, each tied
prospective shipper will have the right to improve the total NPV of its bid(s)
by submitting improved bid(s) on the package(s) within 24 hours of the bid close
time.
If a tie still exists after submission of the improved bids, then the pre-
arranged shipper shall have the one-time right to match the total NPV of the
improved bids. If the pre-arranged shipper elects not to match the total NPV of
the improved bids, then such capacity shall be awarded on a pro-rata basis per
package to the prospective shippers bidding on such package who have indicated
a willingness to accept a pro-rata share. All bidding and awarding will be
conducted in accordance with General Terms and Conditions Section 25 of
Transporter’s Tariff.
Transporter’s acceptance of a prospective shipper’s bid(s) for the available
capacity will constitute a binding offer from the prospective shipper to
Transporter for the available capacity on the terms and conditions posted
herein.
If any of the available capacity is awarded to a prospective shipper, then the
prospective shipper agrees to submit a request in Transporter’s Northwest
Passage within two (2) business days after notification of the award by
Transporter.
EXHIBIT A
NORTHWEST PIPELINE LLC EMAIL BID FORM
_______________________
(Date)
_______________________________________
_______________________________________
_______________________________________
(Company Name & Address)
Contact Name: ________________________________
Contact Phone Number: ________________________________
E-mail: ___________________________________
Re: BID FOR AVAILABLE FIRM-TF-1 TRANSPORTATION CAPACITY
________________________ (“Prospective Shipper”) is requesting that Transporter
consider the following bid(s) for available TF-1 transportation capacity as
noted below. Prospective Shipper understands that the procedures outlined in
this posting will be utilized in accepting, evaluating and awarding such bid.
This bid supersedes any bids previously submitted by Prospective Shipper, if
applicable.
1. Contract Demand – Package 92-1: 25,000 Dth/d OR ______________
2. Dth/d
The minimum Contract Demand Prospective Shipper is willing to accept in the
event Transporter must allocate capacity: ____________Dth/d
Primary Receipt Point and MDQ:
Stanfield 25,000 Dth/d or ____________ Dth/d
Primary Delivery Point and MDDOs:
Cross Over 16 25,000 Dth/d or ____________Dth/d
Reservation Charge (per Dth of CD):
______, the Maximum Base Tariff Rate, plus applicable surcharges (check blank if applicable)
Primary Term Begin Date: 04/01/2026
Primary Term End Date: 03/31/2031
3. Contract Demand – Package 9-2: 73,000 Dth/d OR ______________ Dth/d
The minimum Contract Demand Prospective Shipper is willing to accept in the
event Transporter must allocate capacity: ____________Dth/d
Primary Receipt Point and MDQ:
Opal Receipt 73,000 Dth/d or ____________ Dth/d
Primary Delivery Point and MDDOs:
Kern River Muddy Creek 73,000 Dth/d or ____________Dth/d
Reservation Charge (per Dth of CD):
_____, the Maximum Base Tariff Rate, plus applicable surcharges (check blank
if applicable)
(Or)
$__ __, representing a discounted rate that is below the Maximum Base Tariff
Rate and at or above the minimum acceptable bid rate of $0.11 Dth/d, plus
applicable surcharges
Primary Term Begin Date: 04/01/2026
Primary Term End Date: 03/31/2031
Sincerely,
______________________________
(Company Name)
_____________________________
(Authorized Person’s Name and Title)
_____________________________
(Signature and Date)
Affiliate of Transporter: Yes________ No_________
Send completed e-mail bid form to: NWPBD_Optimization@williams.com
_____________________________________________________________________________
(Reserved for Transporter’s response)
Accepted / Rejected by Transporter
Rejected Reason: __________________________________________
Date: _______________Name: __________________________
Transporter’s acceptance of Prospective Shipper’s bid(s) for this firm
capacity shall constitute binding offer(s) from Prospective Shipper to
Transporter for the available capacity on the terms and conditions posted
herein. If any of the available capacity is awarded to Prospective Shipper,
Prospective Shipper agrees to submit request(s) in Transporter’s Northwest
Passage within two (2) business days after notification of the award by
Transporter.
EXHIBIT B
ARTICLE B-I
CREDIT
B-1.1 Transporter’s obligations under this Agreement are contingent upon Shipper’s continuing
satisfaction of the creditworthiness standard or the collateral alternative set forth in this Article B-
I. Any reference to Shipper in this Article B-I shall also refer and apply to its Guarantor if Shipper
has provided a guaranty of financial performance as collateral pursuant to Section B-1.8(a).
B-1.2 Upon Transporter’s request, Shipper shall furnish annually the up-to-date information
specified below (“Credit Information”). In addition, Transporter reserves the right to request Credit
Information at any other time if Transporter reasonably believes that Shipper’s creditworthiness,
collateral, or ability to pay may have deteriorated. Shipper shall furnish complete Credit
Information to Transporter within ten (10) days after receiving Transporter’s request (“Credit
Information Deadline”). Transporter will maintain any non-public data included in Shipper’s
Credit Information on a confidential basis for one (1) year after its receipt. Credit Information will
include:
(a) Financial statements (to include a balance sheet, income statement and statement
of cash flow), annual reports, 10-K reports or other financial filings with regulatory
agencies. If audited financial statements are not available, then Shipper must provide an
attestation by its Chief Financial Officer, Controller, or equivalent that such statements
constitute a true, correct and fair representation of the Shipper’s financial condition
prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) or
equivalent standard. If the above information is available on the public internet, Shipper
instead may provide instructions regarding where such statements may be located by
Transporter.
(b) List of affiliates, parent companies and subsidiaries.
(c) Publicly available information from credit reports by credit and bond rating
agencies.
(d) Private credit ratings, if obtained by Shipper.
(e) Bank and utility credit references. If Shipper does not have utility references, trade
payable vendor references may be substituted.
(f) For state-regulated utility local gas distribution companies, documentation from
their respective state regulatory commission (or equivalent authority) of an authorized gas
supply cost recovery mechanism that fully recovers both gas commodity and
transportation capacity costs and is afforded regulatory asset accounting treatment in
accordance with GAAP or equivalent.
(g) Such other information as may be mutually agreed to by the Parties.
Transporter shall not be obligated to consider any information other than that which Shipper
provides, but may, in its sole discretion, elect to do so if Transporter believes that the Credit
Information provided by Shipper is inaccurate or incomplete.
B-1.3 Transporter shall apply consistent evaluation practices to all similarly situated shippers
executing transportation service agreements for service on the Project when determining Shipper’s
financial ability to perform the payment obligations that may be due Transporter during the term
of this Agreement.
B-1.4 Transporter will apply the following standard in determining whether Shipper is
creditworthy:
(a) Shipper will be deemed creditworthy if: (i) Shipper has a long-term senior
unsecured debt rating of BBB or better from Standard & Poor’s Corporation
(“S&P”) or Baa2 or better from Moody’s Investor Service (“Moody’s”), in each
case with stable or better outlook (if Shipper is rated by both agencies, then the
lower rating shall apply); and (ii) Shipper’s Credit Limit determined in accordance
with Section B-1.5 is equal to or greater than the Minimum Credit Requirement
identified in Section B-1.7; or
(b) Shipper will be considered creditworthy if: (i) Shipper’s long-term senior
unsecured debt is not rated by S&P or Moody’s, but Transporter nevertheless
determines based on the results of a thorough evaluation of the information
provided by Shipper in Section B-1.2 that Shipper’s debt rating is equivalent to the
ratings in Section B-1.4(a)(i); and (ii) Shipper’s Credit Limit is equal to or greater
than the Minimum Credit Requirement.
B-1.5 If Shipper satisfies either Section B-1.4(a)(i) or B-1.4(b)(i), as applicable, then Transporter
will establish a credit limit for Shipper based on a thorough evaluation of the Credit Information
provided by Shipper in Section B-1.2 relative to Shipper’s outstanding credit exposures
(“Shipper’s Credit Limit”). If Shipper’s Credit Limit is less than the Minimum Credit
Requirement, then Shipper must provide collateral pursuant to Section B-1.8 in an amount equal
to the difference between the Minimum Credit Requirement and Shipper’s Credit Limit
(“Shipper’s Credit Shortfall”).
B-1.6 If Shipper does not satisfy either Section B-1.4(a)(i) or B-1.4(b)(i), as applicable, then
Transporter will not establish a credit limit for Shipper. Rather, Shipper will be required to provide
collateral pursuant to Section B-1.8 in an amount equal to the Minimum Credit Requirement.
B-1.7 The “Minimum Credit Requirement” shall equal the Negotiated Reservation Rate payable
on Shipper’s Contract Demand over the next three (3) months or the remaining term of this
Agreement, whichever is less; provided in no event shall the Minimum Credit Requirement during
the Primary Term or any extension thereof be less than the minimum credit support required under
Transporter’s Tariff.
B-1.8 If Shipper fails or ceases to satisfy either Section B-1.4(a) or B-1.4(b), as applicable,
Transporter will notify Shipper of the basis for such determination and the amount of Shipper’s
Credit Shortfall. Similarly, if Shipper has previously provided collateral pursuant to this Section
B-1.8, but such collateral fails or ceases to satisfy the conditions of this Section B-1.8, Transporter
will notify Shipper of the basis for such determination and the amount of Shipper’s Credit
Shortfall. Shipper will have fifteen (15) days after receipt of such notice (“Collateral Deadline”)
to provide collateral in an amount not less than Shipper’s Credit Shortfall in one or more of the
acceptable forms described below.
(a) Shipper may provide a guaranty of financial performance, in form and substance
satisfactory to Transporter, from one or more guarantors (collectively “Guarantor”)
that complies with the information requirements in Section B-1.2 and meets the
applicable creditworthiness standard in Section B-1.4. Transporter may reevaluate
the creditworthiness of Shipper and its Guarantor pursuant to this Article B-I from
time to time and will notify Shipper of the results.
(b) A standby irrevocable letter of credit (“LC”) in form and substance satisfactory to
Transporter, drawn upon a major U.S. bank having assets of at least U.S. $10 billion
and with a credit rating of A or better from S&P or A2 or better from Moody’s (if
the bank is rated by both agencies, then the lower rating shall apply). Transporter
may reevaluate the creditworthiness of Shipper and the bank providing the LC
pursuant to this Article B-I from time to time and will notify Shipper of the results.
(c) Shipper may provide a cash security deposit (“Deposit”). Transporter may
reevaluate Shipper’s creditworthiness pursuant to this Article B-I from time to time
and will notify Shipper of the results.
(d) Shipper may provide such other collateral as mutually agreed to in writing by the
Parties on a nondiscriminatory basis.
B-1.9 If Shipper defaults under Section B-1.2 or B-1.8, then Transporter may terminate this
Agreement by providing thirty (30) days’ notice of termination to Shipper and FERC. However,
Shipper may avoid such termination by curing such default within the thirty (30) day notice period.
If this Agreement is terminated pursuant to this Section B-1.9, then Transporter may immediately
cease providing service to Shipper and obtain recovery for Shipper’s default.
ARTICLE B-II
DISPUTED STATEMENTS
B-2.1 If Shipper should dispute the amount of any statement delivered under this Agreement,
then on or before the disputed statement’s due date Shipper shall notify Transporter of the dispute
and provide documentation identifying the basis for the dispute. In addition, Shipper shall pay by
the statement’s due date:
(a) The full amount of the statement, subject to refund with interest on the refunded
amount upon final determination of the dispute in Shipper’s favor; or
(b) Such amount of the statement as Shipper concedes to be correct and, within ten (10)
days after the statements due date, furnish a surety bond from a surety having an
A.M. Best credit rating of “A” or better, guarantying payment to Transporter of the
withheld amount with interest upon final determination of the dispute in
Transporter’s favor.
B-2.2 Interest on any overpayment or underpayment of the amount finally determined to be due
shall accrue at the lesser of one and one-half percent (1.5%) per month or the highest rate
permissible under applicable law, calculated daily and compounded monthly. Final determination
of the amount due may be reached by either agreement of the Parties or judgment of the courts.
B-2.3 If Shipper posts a surety bond and the amount finally determined to be due Transporter is
less than or equal to the amount that Shipper asserted in its documentation as being the correct
amount due, then Transporter shall reimburse Shipper the premium paid by Shipper for the surety
bond.
B-2.4 Except as permitted in Section B-2.1(b), Shipper’s failure to pay the full amount of any
statement when due shall be deemed a default under this Agreement. Upon such default,
Transporter may terminate this Agreement by providing thirty (30) days’ notice of termination to
Shipper and FERC. However, Shipper may avoid such termination by taking one of the following
actions within the thirty (30) day notice period:
(a) Not disputing the statement and paying the full amount due together with interest
at the rate set forth in Section B-2.2; or
(b) Disputing the statement in compliance with Section B-2.1(a) or B-2.1(b); provided
Shipper’s delay in complying with Section B-2.1(a) or B-2.1(b) shall be deemed a
waiver of Shipper’s right to recover any interest or bond premium under Section B-
2.1(a) or B-2.1(b).
If this Agreement is terminated pursuant to this Section B-2.4, then Transporter may immediately
cease providing service to Shipper and obtain recovery for Shipper’s default.
ARTICLE B-III
MISCELLANEOUS
B-3.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of Wyoming without giving effect to any choice or conflict of law provision or rule that
would cause the laws of any other jurisdiction to apply.
B-3.2 The provisions of this Agreement shall be considered as prepared through the joint efforts
of the Parties and shall not be construed against either Party because of the preparation or drafting
thereof.
B-3.3 If any provision of this Agreement is held to be unenforceable by a court or regulatory
body of competent jurisdiction, then the remaining provisions of this Agreement will remain in
full force and effect.
B-3.4 No waiver by either Party of any one or more defaults by the other in the performance of
any provisions of this Agreement will operate or be construed as a waiver of any other default or
defaults, whether of a like or of a different character.
B-3.5 Any lawsuit, action or proceeding arising out of or relating to this Agreement shall be
instituted in the federal courts of the United States of America or the courts of the State of
Wyoming in each case located in Cheyenne, Laramie County, Wyoming, and each Party
irrevocably submits to the exclusive jurisdiction of such courts in any such lawsuit, action or
proceeding.
B-3.6 The prevailing Party in any lawsuit, action or proceeding brought to enforce this
Agreement or collect any amount due under this Agreement shall be entitled to recover its
reasonable attorneys’ fees, expert witnesses’ fees and other expenses incurred at trial and any
appeal.
B-3.7 Transporter will not file or cause to be filed with FERC under Section 4 of the Natural Gas
Act (“NGA”) any request to change the negotiated or discounted rate provided under this
Agreement. Shipper will not file or cause to be filed with FERC under Section 5 of the NGA, any
request to change the negotiated or discounted rate provided under this Agreement. In the event of
a challenge by a third party regarding the negotiated or discounted rate provided under this
Agreement, and upon written request from Transporter, Shipper will file in support of such rate in
Transporter's rate case filed under either Section 4 or 5 of the NGA during the term that such rate
applies. For rate cases that involve a pre-filed settlement, Shipper agrees to support the negotiated
or discounted rate provided under this Agreement during the pre-settlement process.
B-3.8 NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER THIS
AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY WAS
AWARE OF THE LIKELIHOOD OF SUCH DAMAGES.