Contract # 1.1998
SERVICE AGREEMENT
between
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
and
ELIZABETHTOWN GAS COMPANY
(A Utility Division of NUI Corporation)
SERVICE AGREEMENT
THIS AGREEMENT entered into this first day of November, 1995, by
and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware
corporation, hereinafter referred to as "Seller," first party, and
ELIZABETHTOWN GAS COMPANY hereinafter referred to as "Buyer," second
party,
WITNESSETH
WHEREAS, pursuant to the Federal Energy Regulatory Commission's
(Commission) Order No. 636 and Seller's procedures set forth on page 7
of Seller's August 4, 1993 Order No. 636 Compliance Filing in Docket
No. RS92-86, Buyer has notified Seller of its desire to unbundle its
bundled firm transportation service under Seller's Rate Schedules
X-316 and X-318 and convert such service from Part 157 of the Federal
Energy Regulatory Commission's regulations to service with Seller and
upstream pipeline(s) under Part 284(g) of the Commission's
regulations; and
WHEREAS, Buyer has designated that such Part 284(g) service be
rendered under Seller's Rate Schedule FT; and
WHEREAS, Seller has prepared this agreement for service for Buyer
under Rate Schedule FT, and this agreement will supersede and
terminate the existing service agreement between Seller and Buyer
under Rate ScheduleX-316 and X-318;
WHEREAS, this agreement shall not be effective until Seller's
service agreement(s) with the upstream transporter(s) has (have) been
amended to reflect Seller's reduced transportation service
entitlement.
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 gas for transportation and Seller agrees to
receive, transport and redeliver natural gas to Buyer, on a firm
basis, up to the dekatherm equivalent of a Transportation Contract
Quantity ("TCQ") of 15,087 Mcf per day.(1)
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.
__________________________
(1) Until the effective date of Seller's next Natural Gas Act Section
4 rate case revising the applicable billing determinants used in
calculating Seller's reservtion rate therunder, Buyer's reservation
charge shall be calculated by multiplying the sum of 5,495 Mcf and
10,000 Mcf (Buyer's TCQ under Rate Schedule X-316 and X-318
respectfully) by the applicable reservation rate(s).
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
Seller's 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 Seller's 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 to
Seller at the point(s) of receipt shall be correspondingly increased
or decreased upon written notification of Seller to Buyer. The
point(s) of receipt for natural gas received for transportation
pursuant to this agreement shall be:
See "Exhibit A" attached hereto fro Point(s) 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
pressures of :
See "Exhibit B" attached hereto for Point(s) of Delivery.
ARTICLE IV
TERM OF AGREEMENT
This agreement shall be effective as of November 1, 1995 and shall
remain in force and effect until 8:00 a.m. Eastern Standard Time
October 31, 2007 and thereafter until terminated by Seller or Buyer
upon at least one year 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 judgement 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 by Seller for applicable compressor fuel,
line loss make-up (and injection fuel under Seller's Rate Schedule
GSS, 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. 1 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) between the parties hereto:
Rate Schedule X-316 Service Agreement between Seller and Buyer
dated November 1, 1992 and Rate Schedule X-318 Service Agreement
between Seller and Buyer dated November 4, 1992.
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.O. Box 1396
Houston, Texas, 77251
Attention: Senior Vice President - Transporation and
Customer Service
(b) If to Buyer:
Elizabethtown Gas Company (A Utility Division of NUI
Corporation)
550 Route 202-206 P.O. Box 760
Bedminster, New Jersey 07921-0760
Attention: Vice President - Gas Supply and 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/ Frank J. Ferazzi
Vice President, Customer Service
ELIZABETHTOWN GAS COMPANY
(A Utility Division of NUI Corporation)
(Buyer)
By: /S/ Thomas E. Smith
Vice President, Supply and Planning