EX-10.27 6 w66595exv10w27.txt NO-NOTICE TRANSPORTATION AGREEMENT 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 bill 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 bill or furnishes a good and sufficient surety bond guaranteeing payment to Pipeline of such outstanding bill. 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, bill 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 5400 Westheimer Court Houston, TX 77056-5310 SERVICE AGREEMENT FOR RATE SCHEDULE CDS (Continued) (b) Customer: UGI UTILITIES, INC. 100 Kachel Blvd. P.O. Box 12677 Reading, PA 19612-2677 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: ---------------------------------- Robert J. Chaney ATTEST: Executive Vice President /s/ Brendan P. Bovaird ---------------------------------- BRENDAN P BOVAIRD 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., LA USA USA 71750 COLUMBIA GULF - ST. LANDRY PA., 24,525 COLUMBIA COLUMBIA COLUMBIA LA ST LANDRY PA., LA GULF GULF GULF 70011 COLUMBIA GAS - EAGLE, PA., 0 TX EAST TX EAST COLUMBIA CHESTER CO., PA TRAN TRAN GAS 75577 COLUMBIA GAS - PENNSBURG, PA., 0 TX EAST TX EAST COLUMBIA BUCKS CO., PA TRAN TRAN 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/ R. J. Chaney -------------------------------- 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 TRAN TRAN GAS CHESTER 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 TRAN TRAN 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 TRAN TRAN UTILITIES LANCASTER CO., PA PIPELINE'S FERC GAS TARIFF 4. 70321 UGI UTILITIES - 17,000 TX EAST TX EAST UGI LEBANON, PA TRAN TRAN UTILITIES LEBANON CO., PA 5. 70322 UGI UTILITIES - 41,000 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI READING, PA GAUGE TRAN TRAN UTILITIES BERKS CO., PA 6. 70486 UGI UTILITIES - 6,500 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI WOMELSDORF, PA GAUGE TRAN TRAN UTILITIES BERKS CO., PA 7. 70519 UGI UTILITIES - 41,000 400 POUNDS PER SQUARE INCH TX EAST TX EAST UGI DAUPHIN CO., PA GAUGE TRAN TRAN 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 TRAN 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 TRAN TRAN 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 TRAN 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 TRAN TRAN 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 TRAN TX EAST TRAN COLUMBIA GAS EAGLE, PA CHESTER 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 TRAN TX EAST TRAN UGI COLUMBIA, PA UTILITIES LANCASTER, PA LANCASTER CO., PA 4. 70321 UGI UTILITIES - 1,253 TX EAST TRAN TX EAST TRAN UGI UTILITIES LEBANON, PA LEBANON CO., PA 5. 70486 UGI UTILITIES - 3,670 TX EAST TRAN TX EAST TRAN UGI UTILITIES WOMELSDORF, PA BERKS CO., PA 6. 71438 DAUPHIN CO. GAS - 2,580 TX EAST TRAN TX EAST TRAN PENN FUEL ANNVILLE, LEBANON CO, PA 7. 71461 UGI UTILITIES - 840 TX EAST TRAN COLUMBIA GAS COLUMBIA GAS RICH HILL, BUCKS CO., PA 8. 72571 UGI UTILITIES - 13,984 TX EAST TRAN COLUMBIA GAS COLUMBIA GAS BERKS, CO., PA 9. 75577 UGI UTILITIES - 75,440 TX EAST TRAN COLUMBIA GAS COLUMBIA GAS PENNSBURG, PA BUCKS CO., PA
SIGNED FOR IDENTIFICATION PIPELINE: (signature not legible) ------------------------------------ CUSTOMER: /s/ R. J. Chaney ------------------------------------ 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 WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3 STX 1487 ETX 194 2249 WLLA 684 1487 ELLA 34899 I Ml-24 194 M1-30 34899 M1-TXG 2933 M1-TGC 2974 M2-24 M2-30 M2-TXG 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 Ml-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3 STX ETX WLA ELA M1-24 194 M1-30 34899 Ml-TXG 2933 M1-TGC 2974 M2-24 M2-30 M2-TXG M2-TGC M2 41000 M3
SIGNED FOR IDENTIFICATION PIPELINE: (signature not legible) ------------------------------------ CUSTOMER: /s/ R. J. Chaney ------------------------------------ SUPERSEDES EXHIBIT C DATED ----------------- C-2