Ex 10.16 UGI Utilities, Inc. 10-K




EXHIBIT 10.16


Service  Agreement No. 79028
Revision No. 4




FSS SERVICE AGREEMENT




THIS AGREEMENT is made and entered into this 19 day of November, 2014, by and between
COLUMBIA GAS TRANSMISSION, LLC ("Transporter") and UGI UTILITIES INC. ("Shipper").


WITNESSETH:   That in consideration of the mutual covenants herein  contained, the parties hereto agree as follows:




Section 1.  Service to be Rendered.  Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective FSS Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Fourth Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission  ("Commission"), as the same may be amended  or superseded in accordance with the rules and regulations  of the Commission.  Transporter shall store quantities of gas for Shipper up to but not exceeding Shipper's Storage Contract Quantity as specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter,  or in accordance with the rules and regulations of the Commission.




Section 2.  Term.   Service under this Agreement shall commence as of December 1, 2014, and shall continue in full force and effect until June 30, 2023.  Pre-granted  abandonment shall apply upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission's regulations and Transporter's Tariff.




Section 3.  Rates.  Shipper shall pay Transporter the charges and furnish the Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement.  Transporter may agree to discount its rate to Shipper below Transporter's maximum rate, but not less than Transporter's minimum rate.  Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities  during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities  actually transported); (f) production and/or reserves committed by the Shipper; and  (g) based on a formula including, but not limited to, published index prices for specific receipt and/or delivery points or other agreed-upon pricing points, provided that the
resulting rate shall be no lower than the minimum nor higher than the maximum  applicable rate set forth in the Tariff. In addition, the discount agreement may include a provision that if one rate component which was at or below the applicable maximum rate at the time the discount agreement  was executed subsequently exceeds the applicable maximum  rate due to a change in Transporter's maximum  rate so that such rate component must be adjusted downward to equal the new applicable maximum rate, then other rate components may be adjusted upward to achieve the agreed overall rate, so long as none of the resulting rate components exceed the maximum rate applicable  to that rate component.  Such changes to rate components shall be applied prospectively, commencing with the date a Commission order accepts revised tariff sections.  However, nothing contained herein shall be construed to alter a refund obligation under applicable law for any period during which rates, which had been charged under a discount agreement, exceeded rates which ultimately
are found to be just and reasonable.




Section 4.  Notices.  Notices to Transporter under this Agreement shall be addressed to it at 5151 San Felipe, Suite 2500, Houston, Texas 77056, Attention: Customer Services and notices to Shipper shall be addressed to it at UGI Utilities Inc., 2525 N. 12th Street, Reading, PA 19605, Attention: Claire Neri, until changed by either party by written notice.


Section 5.  Superseded Agreements.  This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): FSS No. 79028, Revision No. 3.











UGI UTILITIES INC.                    COLUMBIA GAS TRANSMISSION, LLC




By                             By                        


Title                            Title                        


Date                            Date                        















Revision No. 4




Appendix A to Service Agreement No. 79028
Under Rate Schedule FSS
between Columbia Gas Transmission, LLC ("Transporter")
and UGI Utilities Inc. ("Shipper")






Storage Contract Quantity




	
				
	Begin
	End
	Storage Contract
	Maximum Daily Storage

	Date
	Date
	Quantity (Dth)
	Quantity (Dth/day)

	December 1, 2014
	March 31, 2017
	6,252,936
	114,649

	April 1, 2017
	March 31, 2020
	1,162,536
	20,782

	April 1, 2020
	June 30, 2023
	400,000
	10,000






_X_ Yes      No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring
Reduction Option pursuant to Section 42 of the General Terms and Conditions of Transporter's FERC Gas Tariff.




     Yes _X_ No (Check applicable blank)  Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff.




		
	 
	Yes _X_ No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4.  Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4.






     Yes _X_ No (Check applicable blank) This Service Agreement covers offsystem capacity sold pursuant to section 47 of the General Terms and Conditions. Right of first refusal rights, if any, applicable to this offsystem capacity are limited as provided for in General Terms and Conditions Section 47.




UGI UTILITIES INC.                        COLUMBIA GAS TRANSMISSION, LLC




By                                 By                        


Title                                Title                        


Date                                Date