EXHIBIT 10.27
Contract #: 800397R
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
THIS Service Agreement made and entered into this day of , 1999
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 parties to an executed service
agreement dated December 8, 1995, under Pipeline's Rate Schedule CDS (Pipeline's
Contract No. 800397); and WHEREAS, Pipeline and Customer desire to enter into
this Service Agreement to supersede Pipeline's currently effective Contract No.
800397;
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 CDS, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline shall
deliver to 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), for Customer's
account, as requested for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 41,000 dth;
provided, however, that Customer upon provision of two (2) years prior
written notice to Pipeline may reduce the MDQ under this Service Agreement
by an aggregate quantity not in excess of 41,000 dth, with any such
reduction to be effective on November 1, 2001, or any subsequent November
1 thereafter.
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Subject to variances as may be permitted by Sections 2.4 of Rate Schedule
CDS or the General Terms and Conditions, Customer shall deliver to Pipeline and
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) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to Customer's MDQ,
plus Applicable Shrinkage as specified in the General Terms and Conditions.
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 MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule CDS 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, 2001 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 two (2)
years prior written notice to the other specifying a termination date of October
31, 2001 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.
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
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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 CDS 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 CDS 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 CDS, (b)
Pipeline's Rate Schedule CDS pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule CDS. 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.
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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 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
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
(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.
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 privacy 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 CONTRACTS
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 December 8, 1995, between Pipeline and Customer
under Pipeline's Rate Schedule CDS (Pipeline's Contract No. 800397).
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(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 {signature unknown)
----------------------------------
ATTEST:
(signature not legible)
----------------------------------
Asst. Secretary
UGI UTILITIES, INC.
BY:
----------------------------------
Xxxxxx X. Xxxxxx
ATTEST: Executive Vice President
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
XXXXXXX X XXXXXXX
Secretary
Contract #:800397R
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED 2/23/99
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
UGI UTILITIES ("Customer"),
DATED 2/23/99
(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 16,475 CHEVRON CHEVRON CHEVRON USA
PLAQUEMINES, PA., XX XXX XXX
00000 COLUMBIA GULF - ST. XXXXXX PA., 24,525 COLUMBIA COLUMBIA COLUMBIA
LA ST XXXXXX PA., LA GULF GULF GULF
70011 COLUMBIA GAS - EAGLE, PA., 0 TX XXXX XX XXXX XXXXXXXX
XXXXXXX XX., XX XXXX XXXX GAS
75577 COLUMBIA GAS - PENNSBURG, PA., 0 TX EAST TX EAST COLUMBIA
BUCKS CO., PA XXXX XXXX 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 #800397R
EXHIBIT A, TRANSPORTATION PATHS, continued
UGI UTILITIES, INC.
Transportation
Transportation Path Path Quantity (Dth/D)
---------------------------------------------------------------
M1 to M3 41,000
SIGNED FOR IDENTIFICATION
PIPELINE: (signature not legible)
--------------------------------
CUSTOMER: /s/ X. X. Xxxxxx
--------------------------------
SUPERSEDES EXHIBIT A DATED:
--------------
A - 2
Contract #:800397R
EXHIBIT B, POINT (S) OF DELIVERY, EFFECTIVE 2/23/99
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS'
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
UGI UTILITIES, INC. ("Customer")
EFFECTIVE 2/23/99
Maximum
Daily
Delivery
Point of Obligation Deliverer Pressure Measurement
Delivery Description (dth) Obligation Responsibilities Owner Operator
------------------------------------------------------------------------------------------------------------------------------------
1. 70011 COLUMBIA GAS - 41,000 dth DURING AS PROVIDED IN SECTION 6 OF THE TX EAST TX EAST COLUMBIA
EAGLE PA THE PERIOD April GENERAL TERMS AND CONDITIONS OF XXXX XXXX GAS
XXXXXXX CO.,PA 16 through PIPELINE'S FERC GAS TARIFF
November 15 of
each year -
otherwise 35,593
dth
2. 70069 UGI UTILITIES - 5,190 AS PROVIDED IN SECTION 6 OF THE TX EAST TX EAST UGI
COLUMBIA, PA GENERAL TERMS AND CONDITIONS OF XXXX XXXX UTILITIES
LANCASTER CO., PA PIPELINE'S FERC GAS TARIFF
3. 70070 UGI UTILITIES - 41,000 AS PROVIDED IN SECTION 6 OF THE TX EAST TX EAST UGI
LANCASTER, PA GENERAL TERMS AND CONDITIONS OF XXXX XXXX UTILITIES
LANCASTER CO., PA PIPELINE'S FERC GAS TARIFF
4. 70321 UGI UTILITIES - 17,000 TX EAST TX EAST UGI
LEBANON, PA XXXX XXXX UTILITIES
LEBANON CO., PA
5. 70322 UGI UTILITIES - 41,000 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI
READING, PA GAUGE XXXX XXXX UTILITIES
BERKS CO., PA
6. 70486 UGI UTILITIES - 6,500 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI
WOMELSDORF, PA GAUGE XXXX XXXX UTILITIES
BERKS CO., PA
7. 70519 UGI UTILITIES - 41,000 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI
DAUPHIN CO., PA GAUGE XXXX XXXX UTILITIES
DAUPHIN CO.,
8. 71461 COLUMBIA GAS - 5,190 SUCH PRESSURE AS MAY BE TX EAST COLUMBIA UGI
RICH HILL, BUCKS AVAILABLE BY PIPELINE AT THE XXXX GAS UTILITIES
CO., PA POINT OF DELIVERY
9. 71528 UGI UTILITIES - 7,200 300 POUNDS PER SQUARE INCH TX EAST TX EAST UGI
LANCASTER CO., PA GAUGE XXXX XXXX UTILITIES
B-1
Contract #: 800397R
EXHIBIT B POINT (S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
Maximum
Daily
Delivery
Point of Obligation Deliverer Pressure Measurement
Delivery Description (dth) Obligation Responsibilities Owner Operator
------------------------------------------------------------------------------------------------------------------------------------
10. 72571 COLUMBIA GAS - 519 400 POUNDS PER SQUARE INCH TX EAST COLUMBIA UGI
BERKS CO., PA GAUGE XXXX GAS UTILITIES
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 TX EAST COLUMBIA
PENNSBURG, PA, GENERAL TERMS AND CONDITIONS OF XXXX XXXX GAS
BUCKS CO., PA PIPELINE'S FERC GAS TARIFF
* Confirming Party
provided, however, that Pipeline is not obligated to deliver under Rate
Schedules FT-1, CDS and FTS5 on any one day an aggregate of more than 88,418 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 94,904 dth to points of delivery 70321,
70322, 70486, 70519, 71461 and 72571; 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:
B-2
Contract #: 8003978
EXHIBIT B POINT (S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
Point of Delivery Aggregate Maximum Daily
Delivery Obligation (dth
-------- ---------------
No. 1 68,785
No. 2 5,190
No. 3 49,000
No. 4 17,000
No. 5 65,880
No. 6 6,500
No. 7 53,000
No. 8 5,190
No. 9 17,200
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:
Point of Section 14.9 Firm Measurement
Delivery Description Capacity (dth/d) Responsibilities Owner Operator
1. 70011 COLUMBIA GAS (MFGRS.) - 85,635 TX EAST XXXX TX EAST XXXX COLUMBIA GAS
EAGLE, PA XXXXXXX CO., 4/1/97-0/31/97
PA 49,635
11/1/97-0/31/98
2. 70069 UGI UTILITIES - 12,700 TX EAST TRAM TX EAST TRAN UGI UTILITIES
COLUMBIA, PA
LANCASTER CO., PA
B-3
Contract #: 800397R
EXHIBIT B POINT (S) OF DELIVERY (Continued)
UGI UTILITIES, INC.
Point of Section 14.9 Firm Measurement
Delivery Description Capacity (dth/d) Responsibilities Owner Operator
3. 70070 UGI UTILITIES - 31,328 TX EAST XXXX TX EAST TRAN UGI
COLUMBIA, PA UTILITIES
LANCASTER, PA
LANCASTER CO., PA
4. 70321 UGI UTILITIES - 1,253 TX EAST XXXX TX EAST TRAN UGI UTILITIES
LEBANON, PA
LEBANON CO., PA
5. 70486 UGI UTILITIES - 3,670 TX EAST XXXX TX EAST TRAN UGI UTILITIES
WOMELSDORF, PA
BERKS CO., PA
6. 71438 DAUPHIN CO. GAS - 2,580 TX EAST XXXX TX EAST XXXX XXXX FUEL
ANNVILLE, LEBANON CO,
PA
7. 71461 UGI UTILITIES - 840 TX EAST XXXX COLUMBIA GAS COLUMBIA GAS
RICH HILL, BUCKS CO.,
PA
8. 72571 UGI UTILITIES - 13,984 TX EAST XXXX COLUMBIA GAS COLUMBIA GAS
BERKS, CO., PA
9. 75577 UGI UTILITIES - 75,440 TX EAST XXXX COLUMBIA GAS COLUMBIA GAS
PENNSBURG, PA
BUCKS CO., PA
SIGNED FOR IDENTIFICATION
PIPELINE: (signature not legible)
------------------------------------
CUSTOMER: /s/ X. X. Xxxxxx
------------------------------------
SUPERSEDES EXHIBIT B EFFECTIVE
-----------------
B-4
Contract #:800397R
EXHIBIT C, ONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED 2/23/99, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN 14 TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
UGI UTILITIES, INC. ("CUSTOMER"), DATED 2/23/99
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 1487
ETX 194 2249
WLLA 684 1487
XXXX 34899
I Xx-00 000
X0-00 34899
X0-XXX 0000
X0-XXX 2974
X0-00
X0-00
X0-XXX
M2-TGC
M2 41000
M3
C-1
Contract #:800397R
EXHIBIT C (Continued)
UGI UTILITIES, INC.
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
FROM STX ETX WLA ELA Xx-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
STX
ETX
XXX
XXX
X0-00 000
X0-00 00000
Xx-XXX 2933
M1-TGC 2974
X0-00
X0-00
X0-XXX
M2-TGC
M2 41000
M3
SIGNED FOR IDENTIFICATION
PIPELINE: (signature not legible)
------------------------------------
CUSTOMER: /s/ X. X. Xxxxxx
------------------------------------
SUPERSEDES EXHIBIT C DATED
-----------------
C-2
