Contract #800217
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 1st day of June,
1993, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a
Delaware Corporation (herein called "Pipeline") and ELIZABETHTOWN GAS
COMPANY (herein called "Customer", whether one or more),
WITNESSETH:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos.
636, 636-A, and 636-B (collectively hereinafter referred to as "Order
No. 63611); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order
issued
April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory
Commission accepted Pipeline's revised tariff sheets filed in
compliance with Order No. 636 to become effective June 1, 1993,
subject to certain conditions set forth in the April 22, 1993 order;
and
WHEREAS, Customer made its final Order No. 636 service elections on
May 3, 1993 pursuant to the April 22, 1993 order and Pipeline filed
revised tariff sheets to become effective June 1, 1993 in compliance
with the April 22, 1993 order;
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) 20,220 dth
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 NDQ, for Customer's account,
as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1, 1993 and
shall continue in force and effect until 10/31/2012 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 five (5) years prior written notice to the other
specifying a termination date of any year occurring on or after the
expiration of the primary term. In addition to Pipeline rights under
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 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 NDQ specified in Article I, to change
the term of the agreement as specified in Article 11, 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 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 of f ice 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
(b) Customer: ELIZABETHTOWN GAS COMPANY
ONE ELIZABETHTOWN PLAZA
P. 0. BOX 3175
UNION, NJ 07083
Attention: Director, Gas Supply & Federal Regulatory
Matters
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, 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 contracts between the parties
hereto as described below:
Service Agreement(s) dated, 01/01/1993 between Pipeline and Customer
under Pipeline's Rate Schedule GS, and FT-1 (Pipeline's Contract No.
200407 and 200406).
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/ Diane T. Tom
Vice President
Attest:
/s/ Robert W. Reed
Secretary
Elizabethtown Gas Company
By: /s/ Thomas E. Smith
Vice President
Supply & Planning
Attest:
/s/ Kenneth G. Ward
Assistant Secretary