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Date 30 November 1998
TPA Service Envelope Agreement
Transmission Pipelines Australia (Assets) Pty Ltd
ACN 079 136 413
Transmission Pipelines Australia Pty Ltd
ACN 079 089 268
Victorian Energy Networks Corporation
101 Collins Street Melbourne Victoria 3000 Australia
GPO Box 128A Melbourne 3001
Telephone (03) 9288 1234 Facsimile (03) 9288 1567 DX 240 Melbourne
Reference: SET C/983240100
MELBOURNE SYDNEY PERTH CANBERRA BRISBANE SINGAPORE HANOI HO CHI MINH CITY
CORRESPONDENT OFFICE IN JAKARTA
Liability is limited by the Solicitors Scheme under the Professional Standards Act 1994 (NSW)
Table of contents
1 Definitions and Interpretation
3 TPA Service Envelope
3.1 The Gas Transmission System
3.2 Specification of the TPA Service Envelope
3.3 Effect of Expansions and/or Extensions
3.4 Authorised MDQ
3.5 Effect of maintenance on TPA Service Envelope
4 TPA Service Envelope Obligations
5 Matters requiring agreement by the parties
5.1 Effect of Changes to the Gas Transmission System and the TPA Service Envelope Capacity
5.2 TPA’s contribution to uplift payments
5.3 Allocation of Authorised MDQ
5.4 Failure to agree
5.5 Effect of parties’ agreement
6 Working Groups
6.1 Facilitation of agreement by Working Group
6.2 Resolution by Independent Expert
6.3 Failure to agree
6.4 Appointment of Working Groups
6.5 Role of Working Group
6.6 Appointment of Independent Expert
6.7 Role of Independent Expert
7 Maintenance by TPA
8 VENCorp Obligations
8.1 Performance of Tariffed VENCorp Services
9 Operation of compressors and custody transfer meters
10.1 Current insurance
10.2 TPA and VENCorp to insure
10.3 VENCorp to insure
10.4 Insurance claims procedure
11.1 Payment of Tariffed Transmission Service Charges to TPA
11.2 Billing of Tariffed Transmission Services
11.3 Charges for Tariffed Transmission Services
11.4 Confidentiality of charges
11.5 Conduct under Gas Transportation Deed
12.1 Unverified metering data
12.2 Verified metering data
12.3 Provision of Metering data to TPA
12.4 Gas flow data at Connection Points
12.5 Operational data
13 Intellectual property
15 Environment and occupational health and safety
15.1 Compliance with environmental laws
15.2 Compliance with occupational health and safety laws
16 Force Majeure
16.1 General position
16.2 Notification to other parties
16.3 Industrial disturbance
17.1 Material Breach
17.2 Financial Default
18 Ongoing application of Agreement
18.1 Parties must agree
18.2 Failure to reach agreement
18.3 Amendment of Agreement
18.4 Change to Regulatory Instrument
20.1 Termination of Agreement
20.2 After termination
22.1 How notices may be given
22.2 When notice taken as given
22.3 Change of address or fax number
23.1 Assignment generally
23.2 Transfer by State entity
23.3 Assignment not a restriction on securities
24 Change in taxes
25 Relationship between parties
25.1 No partnership or fiduciary relationship
25.2 Joint and several liability of TPA
26.1 Approvals and consents
26.2 Costs and expenses
26.3 Governing law and jurisdiction
26.5 Further action
26.6 Whole agreement
26.7 Unenforceable provision
26.9 Survival of provisions
26.10 Separate obligations and expenses
26.11 Settlement of claims
26.12 Specific performance
Schedule 1 Facilities and other matters relevant to Gas Transmission System
Schedule 2 Applicable Operating Conditions
Schedule 3 Gas Transportation Services
Schedule 4 TPA Data Requirements
Attachment 1 Acknowledgment
This TPA Service Envelope Agreement
is made on between the following parties:
1. Transmission Pipelines Australia Pty Ltd
ACN 079 089 268
of 180 Greens Road, Dandenong, Victoria
2. Transmission Pipelines Australia (Assets) Pty Ltd
ACN 079 136 413
of 180 Greens Road, Dandenong, Victoria
3. Victorian Energy Networks Corporation
of 433 Smith Street, North Fitzroy, Victoria
A. TPA Assets owns the Gas Transmission System and TPA leases the Gas Transmission System from TPA Assets.
B. VENCorp is established under the Act, among other things:
C. The MSO Rules provide:
D. TPA Assets, TPA and VENCorp have agreed that the definition of the TPA Service Envelope Capacity is based on the facilities which comprise the Gas Transmission System and the capacity associated with those facilities.
E. This Agreement replaces the TPA Service Envelope Agreement and the Pipeline Systems Deed, both of which were entered into by the parties on 11 December 1997.
The parties agree as follows:
In this Agreement:
Access Arrangement means an arrangement for access to pipelines by third parties lodged with the Regulator under section 2.1 of the Access Code.
Access Code means the Victorian Third Party Access Code for Natural Gas Pipeline Systems or the National Third Party Access Code for Natural Gas Pipeline Systems, whichever is applicable at the relevant time.
Act means the Gas Industry Act 1994 (Vic).
Annual Maintenance Schedule means a maintenance schedule prepared under clause 7.
Authorised MDQ has the same meaning as in the MSO Rules.
Award means a decision of the Dispute Resolution Panel made under clause 19.
Benchmark Distribution Unaccounted For Gas has the same meaning as in the Distribution System Code lodged with the Office of the Regulator-General on 3 November 1997.
Business Day has the same meaning as in the MSO Rules.
Confidential Information means all information disclosed by any party under this Agreement which is notified by that party in writing to the other parties as being confidential information prior to its disclosure.
Connection Point has the same meaning as in the MSO Rules.
Dispute Resolution Panel means a panel appointed under clause 19(a)(1).
Dispute Resolution Procedure means the dispute resolution procedure set out in clause 19.
Expansion has the same meaning as when used in the Tariff Order.
Extension has the same meaning as when used in the Tariff Order.
Financial Default means failure by a party to pay any amount under this Agreement to another party when due.
Financial Year has the same meaning as in the MSO Rules.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure including:
Gas has the same meaning as in the Act.
Gas Transmission System has (subject to clause 3.1) the same meaning as in the Act.
Gas Transportation Deed means a deed of that name made between VENCorp and a Market Participant for the payment of transmission charges.
Gas Transportation Services means the services set out in Schedule 3.
GJ means gigajoules and has the meaning ascribed in clause 10.3 of the MSO Rules.
Good Practice means the exercise of that degree of skill, diligence and foresight consistent with the safe, secure and reliable operation of the Gas Transmission System and the facilities which comprise the Gas Transmission System and prudent practices that reasonably would be accepted by a significant proportion of the providers of transmission pipeline services in Australia and includes, without limitation, the establishment and maintenance of an asset management and maintenance system.
GTC means Gas Transmission Corporation established under Division 1 of Part 2 of the Act.
Independent Expert means a person appointed under clause 6.6.
Insolvency Event means that an order is made by a Court under section 459B of the Corporations Law that a body corporate be wound up in insolvency or a body corporate resolves to wind itself up or to dissolve or any like or analogous events.
LNG means liquefied natural gas.
Market has the same meaning as in the MSO Rules.
Market Participant has the same meaning as in the MSO Rules.
Material Breach means a breach by a party having, or reasonably expected to have, a material adverse effect on any other party’s ability to:
but does not include a failure by TPA to fulfil the TPA Service Envelope Obligations.
Monthly Maintenance Schedule means a maintenance schedule that is prepared under clause 7(d) and issued every month in respect of the ensuing three month period.
MSO Rules means the rules made under section 48N of the Act.
Murray Valley Extension means the Murray Valley Pipeline as set out in the Principal Transmission System Access Arrangement.
Murray Valley Pipeline means the pipeline from Chiltern to Rutherglen to Koonoomoo, being a gas transmission pipeline owned by TPA Assets and connected to the Gas Transmission System at Chiltern.
Operating Requirements means the operating requirements of VENCorp as provided for in this Agreement.
Pipeline Systems Deed means the deed dated 11 December 1997 between the parties as amended from time to time, in relation to the ownership, use, operation and maintenance of the Gas Transmission System.
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