EXHIBIT 10.30
Contract #: 800240R1
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 31st day of October,
2000, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (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 February 23, 1999, under Pipeline's Rate Schedule FT-1
(Pipeline's Contract No. 8002408); and
WHEREAS, Customer and Pipeline desire to enter into this Service Agreement
to supersede Pipeline's currently effective Contract No. 8002408 and to extend
the primary term of such service agreement;
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) 25,000 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
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
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
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 first day of the first
month after Customer fully executes this Service Agreement and shall continue in
force and effect until October 31, 2004 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, 2004 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
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SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
(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.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
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.
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
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SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
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.
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
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SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
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 CORPORATION
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(b) Customer: UGI UTILITIES, INC.
000 Xxxxxx Xxxx.
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
or such other address as either party shall designate by formal written notice.
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,
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SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
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 February 23, 1999, between Pipeline and
Customer under Pipeline's Rate Schedule FT-1 (Pipeline's Contract No.
800240R).
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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 CORPORATION
By /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X Xxxxx
Vice President, Marketing
ATTEST:
/s/ Xxxxxxx X. Lite
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Assistant Secretary
UGI UTILITIES, INC.
By /s/ [Illegible]
---------------------------------
ATTEST:
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