EXHIBIT 10(xxxvii)
Contract #1.0445
SERVICE AGREEMENT
THIS AGREEMENT entered into as of this first day of April, 1995, by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as "Seller," first party, and
ELIZABETHTOWN GAS COMPANY, a Division of NUI Corporation, hereinafter
referred to as "Buyer," second party,
WITNESSETH
WHEREAS, pursuant to the Order No. 636, 636-A and 636-B, issued by
the Federal Energy Regulatory Commission (Commission), Columbia Gas
Transmission Corporation ("Columbia") has assigned to Buyer upstream
capacity previously provided under the Transportation Agreement dated
October 1, 1987 (System Contract 0.2256); and
WHEREAS, upon the effective date of this agreement, the contractual
arrangement between Columbia and Seller is terminated and abandonment of
service under the Transportation Agreement dated October 1, 1987 (System
Contract 0.2256) is automatically authorized; and
WHEREAS, Buyer has been assigned a portion of Columbia's capacity
previously provided under the Transportation Agreement dated October 1,
1987 (System Contract 0.2256), and agrees to such assignment and assumes
Columbia's obligations pursuant to the Service Agreement and Seller's FT
Rate Schedule of Vol. 1 of its FERC Gas Tariff; and
WHEREAS, Seller will provide service hereunder to Buyer pursuant to
Seller's blanket certificate authorization and Rate Schedule FT for the
assigned capacity designated hereinbelow.
NOW, THEREFORE, Seller and Buyer agree as follows:
ARTICLE I
GAS TRANSPORTATION SERVICE
1. Subject to the terms and provisions of this agreement and of
Seller's Rate Schedule FT, Buyer agrees to deliver or cause to be
delivered to Seller natural gas for transportation and Seller agrees to
receive, transport and redeliver natural gas to Buyer or for the account
of Buyer, on a firm basis, up to the dekatherm equivalent of a
Transportation Contract Quantity ("TCQ") of 1,393 Mcf per day.
2. Transportation service rendered hereunder shall not be subject
to curtailment or interruption except as provided in Section 11 of the
General Terms and Conditions of Seller's FERC Gas Tariff.
ARTICLE II
POINT(S) OF RECEIPT
Buyer shall deliver or cause to be delivered gas at the point(s) of
receipt hereunder at a pressure sufficient to allow the gas to enter the
pipeline system at the varying pressures that may exist in such system
from time to time; provided, however, the pressure of the gas delivered
or caused to be delivered by Buyer shall not exceed the maximum
operating pressure(s) of Seller's pipeline system at such point(s) of
receipt. In the event the maximum operating pressure(s) of the pipeline
system, at the point(s) of receipt hereunder, is from time to time
increased or decreased, then the maximum allowable pressure(s) of the
gas delivered or caused to be delivered by Buyer at the point(s) of
receipt hereunder shall be correspondingly increased or decreased upon
written notification to Buyer. The point(s) of receipt for natural gas
received for transportation pursuant to this agreement shall be:
See Exhibit A, attached hereto, for points of receipt.
ARTICLE III
POINT(S) OF DELIVERY
Seller shall redeliver to Buyer or for the account of Buyer the gas
transported hereunder at the following point(s) of delivery and at a
pressure(s) of:
See Exhibit B, attached hereto, for the points of delivery and
pressures.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of April 1, 1995 and shall
remain in force and in effect until 8:00 a.m. Eastern Standard Time,
February 2, 1998 and thereafter until terminated by Seller or Buyer upon
at least six (6) months prior written notice; provided, however, this
agreement shall terminate immediately and, subject to the receipt of
necessary authorizations, if any, Seller may discontinue service
hereunder if (a) Buyer, in Seller's reasonable judgment fails to
demonstrate credit worthiness and (b) Buyer fails to provide adequate
security in accordance with Section 8.3 of Seller's' Rate Schedule FT.
As set forth in Section 8 of Article II of Seller's August 7, 1989
revised Stipulation and Agreement in Docket Nos. RP88-68 et. al., (a)
pregranted abandonment under Section 284.221(d) of the Commission's
Regulations shall not apply to any long term conversions from firm sales
service to transportation service under Seller's Rate Schedule Ft and
(b) Seller shall not exercise its right to terminate this service
agreement as it applies to transportation service resulting from
conversions from firm sales service so long as Buyer is willing to pay
rates no less favorable than Seller is otherwise able to collect from
third parties for such service.
ARTICLE V
RATE SCHEDULE AND PRICE
1. Buyer shall pay Seller for natural gas delivered to Buyer
hereunder in accordance with Seller's Rate Schedule FT and the
applicable provisions of the General Terms and Conditions of Seller's
FERC Gas Tariff as filed with the Federal Energy Regulatory Commission,
and as the same may be legally amended or superseded from time to time.
Such Rate Schedule and General Terms and Conditions are by this
reference made a part hereof.
2. Seller and Buyer agree that the quantity of gas that Buyer
delivers or causes to be delivered to Seller shall include the quantity
of gas retained for applicable compressor fuel, line loss make-up (and
injection fuel under Seller's Rate Schedule GUST, if applicable) in
providing the transportation service hereunder, which quantity may be
changed from time to time and which will be specified in the currently
effective Sheet No. 44 of Volume No. I of this Tariff which relates to
service under this agreement and which is incorporated herein.
3. In addition to the applicable charges for firm transportation
service pursuant to Section 3 of Seller's Rate Schedule FT, Buyer shall
reimburse Seller for any and all filing fees incurred as a result of
Buyer's request for service under Seller's Rate Schedule FT, to the
extent such fees are imposed upon Seller by the Federal Energy
Regulatory Commission or any successor governmental authority having
jurisdiction.
ARTICLE VI
MISCELLANEOUS
1. This agreement supersedes and cancels as of the effective date
hereof the following contract(s):
Transportation Agreement dated October 1, 1987 (System
Contract 0.2256) between Transcontinental Gas Pipe Line
Corporation and Columbia Gas Transmission; specifically for
that portion of capacity provided in Article I above.
2. No waiver by either party of any one or more defaults by the
other in the performance of any provisions of this agreement shall
operate or be construed as a waiver of any future default or defaults,
whether of a like or different character.
3. The interpretation and performance of this agreement shall be
in accordance with the laws of the State of Texas, without recourse to
the law governing conflict of laws, and to all present and future valid
laws with respect to the subject matter, including present and future
orders, rules and regulations of duly constituted authorities.
4. This agreement shall be binding upon, and inure to the benefit
of the parties hereto and their respective successors and assigns.
5. Notices to either party shall be in writing and shall be
considered as duly delivered when mailed to the other party at the
following address:
(a) If to Seller:
Transcontinental Gas Pipe Line Corporation
P.0. Box 1396
Xxxxxxx, Xxxxx 00000
Attention:
(b) If to buyer:
EIizabethtown Gas Company
One Xxxxxxxxxxxxx Xxxxx
X. X. Xxx 0000
Xxxxx, Xxx Xxxxxx 00000
Attention: Vice President, Gas Supply &
Planning
Such addresses may be changed from time to time by mailing appropriate
notice thereof to the other party by certified or registered mail.
IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be signed by their respective officers or representatives thereunto
duly authorized.
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
(Seller)
By /S/ Xxxxx X. Xxxxxx
Vice President-Gas Control
ELIZABETHTOWN GAS COMPANY
a Division of NUI Corporation
By: /S/ Xxxxxx X. Xxxxx
Vice President - Gas Supply
and Planning
