EXHIBIT 10.33
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this day of____, 20_______,
by and between TEXAS EASTERN TRANSMISSION,LP a Delaware Limited Partnership
(herein called "Pipeline") and UGI UTILITIES, INC. (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, Customer and Pipeline are currently parties to an, executed
service agreement dated November 1, 2001, under Pipeline's Rate Schedule FT-1
(Pipeline's Contract No. 800394R4); and
WHEREAS, Customer and Pipeline desire to enter into this Service Agreement
to supersede and extend Pipeline's currently effective Contract No. 800394R4;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's
Rate Schedule FT-1, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and limitations
hereof and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 32,475 dth
Pipeline shall receive for Customer's account: at those points on
Pipeline's system as specified in Article IV herein or available to Customer
pursuant to Section 14 of the General Terms and Conditions (hereinafter referred
to as Point(s) of Receipt) for transportation hereunder daily quantities of gas
up to Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and
deliver for Customer's account, at those points on Pipeline's system as
specified in Article IV herein or available to Customer pursuant to Section 14
of the General Terms and Conditions (hereinafter referred to as Point(s) of
Delivery), such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
1
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and Conditions,
Pipeline shall deliver within the Access Area under this and all other service
agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up to
Customer's Operational Segment Capacity Entitlements, excluding those
operational Segment Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on the effective date as
set forth above and shall continue in force and effect until October 31, 2008,
and year to year thereafter unless this Service Agreement is terminated as
hereinafter provided. This Service Agreement may be terminated by either
Pipeline or Customer upon one (1) year prior written notice to the other
specifying a termination date of October 31, 2008, or any October 31 thereafter.
Subject to Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be terminated at any time
by Pipeline in the event Customer fails to pay part or all of the amount of any
xxxx for service hereunder and such failure continues for thirty (30) days after
payment is due; provided, Pipeline gives thirty (30) days prior written notice
to Customer of such termination and provided further such termination shall not
be effective if, prior to the date of termination, Customer either pays such
outstanding xxxx or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding xxxx.
IF THIS SERVICE AGREEMENT QUALIFIES AS A "ROFR AGREEMENT" AS DEFINED IN
THE GENERAL TERMS AND CONDITIONS OF PIPELINE'S FERC GAS TARIFF, THE PROVISION OF
A TERMINATION NOTICE BY EITHER CUSTOMER OR PIPELINE, PURSUANT TO ARTICLE II, A
NOTICE OF PARTIAL REDUCTION IN MDQ PURSUANT TO ARTICLE I OR THE EXPIRATION OF
THIS SERVICE AGREEMENT OF ITS OWN TERMS TRIGGERS CUSTOMER'S RIGHTS OF FIRST
REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS OF PIPELINE'S
FERC GAS TARIFF.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
2
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal-
Energy Regulatory Commission, and as same, may hereafter be legally amended or
superseded.
Customer agrees that Pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in (a) the rates
and charges applicable to service pursuant to Pipeline's Rate Schedule FT-1, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall not
have the right during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change the MDQ specified
in Article I, to change the term of the agreement as specified in Article II, to
change Point (s) of Receipt specified in Article IV, to change the Point(s) of
Delivery specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may have with
respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
3
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered, certified, or regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION, LP
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(b) Customer: UGI UTILITIES, INC.
000 Xxxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
or such other address as either party shall designate by formal written notice.
4
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to
the properties, substantially as an entirety, of Customer, or of Pipeline, as
the case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Service Agreement; and
either Customer or Pipeline may assign or pledge this Service Agreement under
the provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
service agreement dated November 1, 2001, between Pipeline and
Customer under Pipeline's Rate Schedule FT-1 (Pipeline's
Contract No. 800394R4).
5
Contract #: 800394R5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused, this Service Agreement
to be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries; the day and
year first above written.
TEXAS EASTERN TRANSMISSION, LP
by its general partner
Duke Energy Gas
Transmission Services, LLC
By: ________________________________________
ATTEST:
_______________________________
UGI UTILITIES, INC.
By: ________________________________________
Xxxxx X. Xxxxx
President & CEO
UGI Utilities, Inc.
ATTEST:
_______________________________
6
Contract #: 800394R5
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED __________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION, LP ("Pipeline"), AND
UGI UTILITIES, INC. ("Customer"), DATED___________:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily Receipt
Obligation (plus
Point of Applicable Shrinkage) Measurement
Receipt Description (dth) Responsibilities Owner Operator*
------- ----------- ----- ---------------- ----- --------
71200 CHEVRON - VENICE, LA PLAQUEMINES PA., LA 13,050 CHEVRON USA CHEVRON USA VGS P/L
71750 COLUMBIA GULF - ST. XXXXXX PA., LA ST XXXXXX 19,425 COLUMBIA GULF COLUMBIA GULF COLUMBIA GULF
PA., LA
70011 COLUMBIA GAS - EAGLE, PA XXXXXXX CO., PA 0 TX EAST XXXX TX EAST XXXX COLUMBIA XXXX
75577 COLUMBIA GAS - PENNSBURG, PA BUCKS CO., PA 0 TX EAST XXXX COLUMBIA GAS COLUMBIA GAS
*Confirming Party
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point (s) of Receipt.
A-1
Contract #: 800394R5
EXHIBIT A, TRANSPORTATION PATHS, continued
UGI UTILITIES, INC.
Transportation
Transportation Path Path Quantity (Dth/D)
M1 to M3 32,475
SIGNED FOR IDENTIFICATION
PIPELINE: /s/
----------------------------------
CUSTOMER: /s/
----------------------------------
SUPERSEDES EXHIBIT A DATED: November 1, 2001
A-2
Contract #: 800394R5
EXHIBIT B, POINT(S) OF DELIVERY, DATED ___________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION, LP ("Pipeline"), AND
UGI UTILITIES, INC. ("Customer"), DATED___________:
Maximum Daily
Point of Delivery Measurement
Receipt Description Obligation (dth) Delivery Pressure Obligation Responsibilities Owner Operator*
------- ----------- ---------------- ---------------------------- ---------------- ----- ---------
1. 70011 COLUMBIA GAS - EAGLE, PA 32,475 dth AS PROVIDED IN SECTION 6 OF THE TX EAST TX EAST XXXX COLUMBIA GAS
XXXXXXX CO., PA during the GENERAL TERMS AND CONDITIONS XXXX
period April OF PIPELINE'S FERC GAS TARIF
16 through
November 15
of each
year -
otherwise
28,192 dth
2. 70069 UGI UTILITIES - COLUMBIA, 5,190 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES
PA LANCASTER CO., PA OPERATOR BUT NOT MORE THAN 450 XXXX
POUNDS PER SQUARE INCH GAUGE
3. 70070 UGI UTILITIES - 32,475 AT THE PRESSURE REQUESTED BY TX EAST TX EAST XXXX UG UTILITIES
LANCASTER, PA OPERATOR, BUT NOT MORE THAN 000 XXXX
XXXXXXXXX XX., XX POUNDS PER SQUARE INCH GAUGE
4. 70321 UGI UTILITIES - LEBANON, 17,000 AT THE PRESSURE REQUESTED BY TX EAST TX EAST XXXX UG UTILITIES
PA LEBANON CO., PA OPERATOR, BUT NOT MORE THAN 450 XXXX
POUNDS PER SQUARE INCH GAUGE
5. 70322 UGI UTILITIES - READING, 32,475 FOR NON-LNG DELIVERIES, AT THE TX EAST TX EAST TRAN UGI UTILITIES
PA BERKS CO., PA PRESSURE REQUESTED BY XXXX
OPERATOR, BUT NOT MORE THAN 450
POUNDS PER SQUARE INCH GAUGE.
FOR LNG DELIVERIES AT THE
PRESSURE AT WHICH PIPELINE
REQUIRES TO OPERATE, BUT NOT
LESS THAN 700 POUNDS PER SQUARE
INCH GAUGE
6. 70486 UGI UTILITIES - 6,500 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES
WOMELSDORF, PA BERKS OPERATOR, BUT NOT MORE THAN 450 XXXX
CO., PA POUNDS PER SQUARE INCH GAUGE
B-1
Contract #: 800394R5
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
Maximum Daily
Point of Delivery Measurement
Receipt Description Obligation (dth) Delivery Pressure Obligation Responsibilities Owner Operator*
------- ----------- ---------------- ---------------------------- ---------------- ----- ---------
7. 70519 UGI UTILITIES - DAUPHIN 32,475 AT THE PRESSURE REQUESTED BY TX EAST TX EAST TRAN UGI UTILITIES
CO., PA DAUPHIN CO., PA. OPERATOR, BUT NOT MORE THAN 450 XXXX
POUNDS PER SQUARE INCH GAUGE
8. 71461 COLUMBIA GAS - RICH HILL, 5,190 AT THE PRESSURE REQUESTED BY TX EAST COLUMBIA GAS UGI UTILITIES
BUCKS CO., PA OPERATOR, BUT NOT MORE THAN 450 XXXX
POUNDS PER SQUARE INCH GAUGE
9. 71528 UGI. UTILITIES - LANCASTER 7,200 300 POUNDS PER SQUARE INCH TX EAST TX EAST TRAN UGI UTILITIES
CO., PA GAUGE XXXX
10. 00000 XXXXXXXX GAS - BERKS 519 AT THE PRESSURE REQUESTED BY TX EAST COLUMBIA GAS UGI UTILITIES
CO., PA OPERATOR, BUT NOT MORE THAN 450 XXXX
POUNDS PER SQUARE INCH GAUGE
11. 79513 SS-1 STORAGE POINT 3,612 N/A N/A N/A N/A
04/01-10/31
3,612
11/01-03/31
12. 75577 COLUMBIA GAS - 0 AS PROVIDED IN SECTION 6 OF THE TX EAST COLUMBIA GAS COLUMBIA GAS
PENNSBURG, PA, BUCKS CO., GENERAL TERMS AND CONDITIONS TRAM
PA OF PIPELINE'S FERC GAS TARIFF
* Confirming Party
provided, however, that Pipeline is not obligated to deliver under Rate
Schedules FT-1, CDS and FTS-5 on any one day an aggregate of more than 93,631
dth per day to points of delivery 70011, 70069, 70070 and 71528 during the
period November 16 through April 15, and further provided, that during this time
period Pipeline is not obligated to deliver under Rate Schedules FT-1, CDS and
FTS-5 on any one day an aggregate of more than 111,404 dth to points of delivery
70321, 70322, 70486, 70519, 71461 and 72571;
B-2
Contract #: 800394R5
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
and further provided, however, that until changed by a subsequent Agreement
between Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations under this and all other firm Service Agreements existing between
Pipeline and Customer, shall in no event exceed the following:
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
----------------- -------------------------
No. 1 68,785
No. 2 5,190
No. 3 49,000
No. 4 17,000
No. 5 70,880
No. 6 6,500
No. 7 58,000
No. 8 5,190
No. 9 10,023
No. 10 7,186
No. 11 3,612
Further, pursuant to Section 14.9 of the General Terms and Conditions of
Pipeline's FERC Gas Tariff Sixth Revised Volume/No. 1, Customer has been
allocated firm capacity at the Points of Delivery as shown below for deliveries
under Rate Schedules CDS, FT-1, SCT, and/or SS-1 at such pressure available in
Pipeline's facilities at the point of delivery, subject to receipt of such
quantities being acceptable to the Owner and Operator of the Point of Delivery:
B-3
Contract #: 800394R5
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
Section 14.9
Point of Firm Capacity Measurement
Delivery Description (dth/d) Responsibilities Owner Operator
-------- ----------- ------------- ---------------- ----- --------
1. 70069 UGI UTILITIES - COLUMBIA, PA 12,700 TX EAST TX EAST UGI UTILITIES
LANCASTER CO., PA XXXX XXXX
2. 00000 XXXXXXXX XXX - XXXXXXXX, XX 31,328 TX EAST TX EAST UGI UTILITIES
LANCASTER, PA LANCASTER CO., XXXX XXXX
PA
3. 70321 UGI UTILITIES - LEBANON, PA 1,253 TX EAST TX EAST UGI UTILITIES
LEBANON CO., PA XXXX XXXX
4. 70486 UGI UTILITIES- WOMELSDORF, PA 5,000 TX EAST TX EAST UGI UTILITIES
BERKS CO., PA XXXX XXXX
5. 71438 DAUPHIN CO. GAS - ANNVILLE, 2,580 TX EAST TX EAST PPL GAS
LEBANON CO., PA XXXX XXXX UTILITIES
6. 71461 COLUMBIA GAS - RICH HILL 840 TX EAST COLUMBIA UGI UTILITIES
BUCKS CO., PA XXXX GAS
7. 00000 XXXXXXXX XXX - XXXXX, XX 13,984 TX EAST COLUMBIA UGI UTILITIES
BERKS CO., PA XXXX GAS
8. 00000 XXXXXXXX XXX - XXXXXXXXX, XX 75,440 TX EAST COLUMBIA COLUMBIA
BUCKS CO., PA XXXX GAS GAS
SIGNED FOR IDENTIFICATION
PIPELINE: /s/
----------------------------------
CUSTOMER: /s/
----------------------------------
SUPERSEDES EXHIBIT B DATED: November 1, 2001
B-4
Contract #: 800394R5
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
UGI UTILITIES,INC. ("CUSTOMER"), DATED _________
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
---- --- --- --- --- ----- ----- ------ ------ ----- ----- ------ ------ -- --
STX
ETX 1456
WLA
ELA 31019
M1-24 , 1456
M1-30 31019
M1-TXG
X0-XXX
X0-00
X0-00
X0-XXX
M2-TGC
M2 32475
M3
C-1
Contract #: 800394R5
EXHIBIT C (Continued)
UGI UTILITIES, INC.
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
---- --- --- --- --- ----- ----- ------ ------ ----- ----- ------ ------ -- --
STX
ETX
XXX
XXX
X0-00 0000
X0-00 00000
X0-XXX
X0-XXX
X0-00
X0-00
X0-XXX
M2-TGC
M2 32475
M3
SIGNED FOR IDENTIFICATION
PIPELINE: _________________________________
CUSTOMER: _________________________________
SUPERSEDES EXHIBIT C DATED: November 1, 2001
C-2
