EX-10.10
Contract #: 331501
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-5
This Service Agreement, made and entered into this 18thday
of March 1996, by and between TEXAS EASTERN TRANSMISSION CORPORATION,
a Delaware Corporation (herein called "Pipeline") and ELIZABETHTOWN
GAS COMPANY, A DIVISION OF NUI CORPORATION (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, Customer and Pipeline currently are parties to two
service agreements under Rate Schedule FTS-5 (Pipeline's contract Nos.
330212 and 330917) which specify an MDQ of 10,000 dth and 6,666 dth,
respectively; and
WHEREAS, Customer and Pipeline desire to enter into this Service
Agreement to supersede Customer's existing Rate Schedule FTS-5 service
agreements (Pipeline Contract Nos. 330212 and 330917); and
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 and of
Pipeline's Rate Schedule FTS-5, Pipeline agrees to deliver on a firm
basis for Customer's account quantities of gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 16,666 dth
provided, however, during the period from April 1 of each calendar
year continuing through October 31 of that year, Customer may not
tender, without the consent of Pipeline, a daily quantity in excess of
the product of the Southern Route Summer Capacity Factor multiplied by
16,666 dth (plus Applicable Shrinkage).
Pipeline shall receive for Customer's account, at the Customer
Point(s), for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport
and deliver for Customer's account, at the CNG Point(s), such daily
quantities tendered up to such Customer's MDQ.
Pipeline shall receive for Customer's account, at the CNG
Point(s), for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport
and deliver for Customer's account, at the Customer Point(s), such
daily quantities tendered up to such Customer's MDQ.
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, as specified in the
executed service agreement. 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
applicable MDQ, as specified in the executed service agreement.
ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall become effective on the later of
February 1, 1996, or the first day of the first month following the
executive of this Service Agreement by Customer, and shall continue in
force and effect until March 31, 2012 and from year to year thereafter
unless terminated by either party upon twenty-four months' prior
written notice. 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. Notwithstanding the foregoing,
service shall not be terminated unless and until Pipeline has received
abandonment authority pursuant to Section 7 of the Natural Gas Act.
Customer shall have the right to oppose Pipeline's application to the
Federal Energy Regulatory Commission, or any successor agency, for
such abandonment authority. For the 120 days following termination of
this Service Agreement, Pipeline shall utilize its best efforts to
provide Customer with such additional interruptible transportation
service, to be provided pursuant to Rate Schedule IT-1 or successor of
Rate Schedule IT-1, as is necessary for Customer to withdraw and
receive delivery of all gas remaining in storage pursuant to CNG's
Rate Schedule GSS-II.
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 FTS-5 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 FTS-5 as
filed with the Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed.
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 FTS-5, (b) Pipeline's Rate Schedule FTS-5
pursuant to which service hereunder is rendered or (c) any provision
of the General Terms and Conditions applicable to Rate Schedule FTS-5;
provided however, Pipeline shall not have the right without the
consent of Customer 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 service agreement as specified in Article II, to
change Customer Point(s) specified in Article IV, to change the CNG
Point(s) 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, or may seek authorization from
duly constituted regulatory authorities for such adjustment of
Pipeline's existing FERC Gas Tariff as may be found necessary to
assure that the provisions in (a), (b), or (c) above are just and
reasonable.
ARTICLE IV
CUSTOMER POINT(S) AND CNG POINT(S)
Natural gas to be received by Pipeline for Customer's account for
service hereunder shall be received on the outlet side of the
measuring station at or near the following designated Customer
Point(s) or CNG Point(s), and natural gas to be delivered by Pipeline
for Customer's account hereunder shall be delivered at the outlet side
of the measuring stations at or near the following designated CNG
Point(s) or Customer Point(s), in accordance with the Maximum Daily
Receipt Obligation (MDRO) plus Applicable Shrinkage, Maximum Daily
Delivery Obligations (MDDO), receipt and delivery pressure obligations
and measurement responsibilities indicated below for each:
Maximum Daily Pressure Measurement
Customer Point Obligation Obligation Responsibilities
1. In Middlesex 16,666 dth 100 PSIG Pipeline
County, New Jersey,
and designated by
Pipeline as Measuring
Station 71075
CNG Maximum Daily Pressure Measurement
Point Obligation Obligation Responsibilities
1. At point of 16,666 dth At any Pipeline
interconnection pressure
between the facilities requested by
of CNG Transmission Pipeline not
Corporation and to exceed
Pipeline at Pipeline's the maximum
30" Line No. 49 in allowable
Fayette County, operating
Pennsylvania pressure
(Pipeline's M&R No.
75821)
provided, however, receipt of gas by Pipeline for Customer's account
at Customer Point(s), shall be accomplished solely by the displacement
of gas quantities otherwise deliverable to Customer by Pipeline
pursuant to other contractual arrangements between Pipeline and
Customer, and which quantities shall be billed by Pipeline and paid by
Customer as if such deliveries in fact occurred pursuant to the
relevant contractual arrangements;
further provided, however, that until changed by a subsequent
Agreement between Pipeline and Customer, Pipeline's aggregate maximum
daily delivery obligation at the Customer's Point(s) of Delivery
described above, including Pipeline's maximum daily delivery
obligation under this and all other Service Agreements existing
between Pipeline and Customer, shall in no event exceed
the following:
Aggregate Maximum Daily
Customer's Point Delivery Obligation
No. 1 37,652 dth
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.
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
(b) Customer: Elizabethtown Gas Company
A Division of NUI Corporation
550 Route 202-206
P. O. Box 760
Bedminster, NJ 07921-0760
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.
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 contract(s) between the
parties hereto as described below:
Service Agreement dated June 1, 1993, between Pipeline and
Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's
Contract Nos. 330212 and 330917).
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their respective Presidents, Vice Presidents
or other duty 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/ Robert B. Ersmus
Vice President
ATTEST:
/S/ Robert W. Reed
Secretary
ELIZABETHTOWN GAS COMPANY
By /S/ Thomas E. Smith
Vice President
Supply and Planning
ATTEST:
/S/ Kenneth G. Ward
Asst. Secretary