Ex 10.19 UGI Utilities, Inc. 10-K




EXHIBIT 10.19


Service  Agreement No. 79133


Revision No. 5








SST 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 SST 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No. 1 ("Tariff'), on file with the Federal Energy Regulatory Commission ("Commission"),  as the same may be amended  or superseded in accordance with the rules and regulations of the Commission.  The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are 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 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): SST No. 79133, Revision No. 4.




UGI UTILITIES INC.                    COLUMBIA GAS TRANSMISSION, LLC




By                             By                        


Title                            Title                        


Date                            Date                        















Revision No.     5






Appendix A to Service Agreement No. 79133
Under Rate Schedule SST
between Columbia Gas Transmission, LLC ("Transporter")
and UGI Utilities Inc. ("Shipper")








Transportation Demand


	
							
	

Begin
Date
	End
Date
	Transportation
Demand Dth/day
	Recurrence
Interval

	December 1, 2014
	March 31,2017
	114,649
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	57,324
	4/1 - 9/30

	April 1, 2017
	March 31, 2020
	20,782
	10/1-3/31

	April 1, 2017
	March 31, 2020
	10,391
	4/1 - 9/30

	April 1, 2020
	June 30, 2023
	10,000
	10/1 - 3/31

	April 1, 2020
	June 30, 2023
	5,000
	4/1 - 9/30

	 
	 
	

Primary Receipt Points
	 

	 
	 
	 
	

Maximum

	 
	 
	 
	Daily

	Begin    End    Scheduling    Scheduling    Quantity    Recurrence

	Date
	Date
	Point No.
	Point Name
	(Dth/day)
	Interval

	December 1, 2014
	March 31, 2017
	STOR
	RP Storage Point TCO
	114,649
	10/1-3/31

	December 1, 2014
	March 31,2017
	STOR
	RP Storage Point TCO
	57,324
	4/1 - 9/30

	April 1, 2017
	March 31, 2020
	STOR
	RP Storage Point TCO
	20,782
	10/1-3/31

	April 1,2017
	March 31, 2020
	STOR
	RP Storage Point TCO
	10,391
	4/1 - 9/30

	April 1, 2020
	June 30, 2023
	STOR
	RP Storage Point TCO
	10,000
	10/1-3/31

	April 1, 2020
	June 30, 2023
	STOR
	RP Storage Point TCO
	5,000
	4/1 - 9/30













	
										
	Begin
Date
	

End
Date
	Scheduling Point No.
	Scheduling Point Name
	Measuring Point No.
	Measuring Point Name
	Maximum Daily Delivery Obligation (Dth/day) 1/
	Design Daily Quantity (Dth/day) 1/
	Minimum Delivery Pressure Obligation (psig) 1/
	Recurrence Interval

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600012
	ROSEDALE
	6,170
	 
	100
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600013
	TATAMY
	7,800
	 
	400
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600018
	BOYERTOWN
	4,050
	 
	400
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600020
	BIRDSBORO
	22,422
	 
	400
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600021
	TEMPLE
	20,811
	 
	 
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600023
	BALLY
	11,000
	 
	 
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600032
	DAUPHIN
	20,811
	 
	 
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	637254
	UGI/CONECTIV
	91,180
	 
	430
	10/1 - 3/31

	December 1, 2014
	March 31, 2017
	72-23
	UGI CORP-23
	600012
	ROSEDALE
	4,381
	 
	100
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	72-23
	UGI CORP-23
	600013
	TATAMY
	5,538
	 
	400
	4/1 - 9/30

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600018
	BOYERTOWN
	2,876
	 
	400
	4/1 - 9/30

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600020
	BIRDSBORO
	15,902
	 
	400
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	72-23
	UGI CORP-23
	600021
	TEMPLE
	14,776
	 
	 
	4/1 - 9/30

	December 1, 2014
	March 31,2017
	72-23
	UGI CORP-23
	600023
	BALLY
	7,810
	 
	 
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	72-23
	UGI CORP-23
	600032
	DAUPHIN
	14,776
	 
	 
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	72-23
	UGI CORP-23
	637254
	UGI/CONECTIV
	63,440
	 
	430
	4/1 - 9/30

	April 1, 2017
	March 31, 2020
	72-23
	UGI CORP-23
	637254
	UGI/CONECTIV
	6,180
	 
	430
	10/1 - 3/31

	April 1, 2017
	March 31, 2020
	72-23
	UGI CORP-23
	600020
	BIRDSBORO
	41
	 
	400
	4/1 - 9/30

	April 1, 2017
	March 31, 2020
	72-23
	UGI CORP-23
	637254
	UGI/CONECTIV
	3,090
	 
	430
	4/1 - 9/30











	
										
	December 1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600019
	MILLWAY
	15,376
	 
	400
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600030
	HARRISBURG
	34,525
	 
	400
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600033
	MT. JOY
	1,686
	 
	100
	10/1 - 3/31

	December 1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600036
	LITITZ
	2,976
	 
	300
	10/1 - 3/31

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600037
	MANHEIM
	1,488
	 
	150
	10/1 - 3/31

	December 1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600038
	NEW HOLLAND
	23,856
	 
	200
	10/1 - 3/31















	
										
	Begin
Date
	

End
Date
	Scheduling Point No.
	Scheduling Point Name
	Measuring Point No.
	Measuring Point Name
	Maximum Daily Delivery Obligation (Dth/day) 1/
	Design Daily Quantity (Dth/day) 1/
	Minimum Delivery Pressure Obligation (psig) 1/
	Recurrence Interval

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	603470
	MARIETTA
	13,800
	 
	400
	10/1 - 3/31

	December  1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	604626
	LOCUST POINT
	27,700
	 
	500
	10/1 - 3/31

	December  1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	630112
	UGI Morgantown
	2,500
	 
	60
	10/1 - 3/31

	December  1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600019
	MILLWAY
	10,917
	 
	400
	4/1 - 9/30

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600030
	HARRISBURG
	23,564
	 
	400
	4/1 - 9/30

	December  1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600033
	MT. JOY
	1,197
	 
	100
	4/1 - 9/30

	December  1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600036
	LITITZ
	2,113
	 
	300
	4/1 - 9/30

	December  1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	600037
	MANHEIM
	1,056
	 
	150
	4/1 - 9/30

	December 1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	600038
	NEW HOLLAND
	16,623
	 
	200
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	603470
	MARIETTA
	9,798
	 
	400
	4/1 - 9/30

	December  1, 2014
	March 31, 2017
	72-25
	UGI CORP-25
	604626
	LOCUST POINT
	19,667
	 
	500
	4/1 - 9/30

	December  1, 2014
	March 31,2017
	72-25
	UGI CORP-25
	630112
	UGI Morgantown
	1,775
	 
	60
	4/1 - 9/30

	April 1, 2017
	June 30, 2023
	72-25
	UGI CORP-25
	600030
	HARRISBURG
	4,520
	 
	400
	10/1 - 3/31

	April 1, 2017
	June 30, 2023
	72-25
	UGI CORP-25
	600038
	NEW HOLLAND
	1,500
	 
	200
	10/1 - 3/31











	
										
	April 1, 2017
	June 30, 2023
	72-25
	UGI CORP-25
	600030
	HARRISBURG
	2,260
	 
	400
	4/1 - 9/30

	April 1, 2017
	June 30, 2023
	72-25
	UGI CORP-25
	600038
	NEW HOLLAND
	750
	 
	200
	4/1 - 9/30

	December  1, 2014
	June 30, 2023
	C22
	EAGLE-25
	632170
	EAGLE C.S. (74-0000
	8,500
	 
	 
	10/1 - 3/31

	December 1, 2014
	June 30, 2023
	C22
	EAGLE-25
	632170
	EAGLE C.S. (74-0000
	4,250
	 
	 
	4/1 - 9/30

	December 1, 2014
	March 31, 2017
	C23
	PENNSBURG-23
	631929
	PENNSBURG   (74-000
	0
	 
	 
	10/1 - 3/31

	December  1, 2014
	March 31,2017
	C23
	PENNSBURG-23
	631929
	PENNSBURG   (74-000
	0
	 
	 
	4/1 - 9/30














Application of MDDOs, DDQs and ADOs, minimum pressure and/or hourly flowrate shall be as follows:











FN01    Transporter's historic practice of providing Shipper flexibility in meeting the hourly variations in its requirements at city-gate delivery points under its service agreements, within the daily firm obligations set forth in Shipper's contracts, will continue unless it becomes inconsistent with the terms of Transporter's FERC Gas Tariff, as that Tariff may be changed from time to time, or unless Transporter issues an operational flow order ("OFO") limiting hourly deliveries in the manner described herein.  If such an OFO is issued, Shipper will be entitled to receive hourly deliveries of 110% of 1124\h of the quantity of gas scheduled on a Gas Day,
or such higher quantity as may be specified in the OFO, at its primary delivery points during any five hours falling between 5 a.m. and 9 a.m. eastern clock time or between 5 p.m. and 9 p.m. eastern clock time, respectively, as determined by Shipper (the "Hourly Flow Rate").  Notwithstanding the foregoing, Transporter may sue an OFO directed at Shipper's delivery points and requiring a lower Hourly Flow Rate based upon the occurrence of an event specified in Section 17 of the General Terms and Conditions of Transporter's FERC Gas Tariff that materially affects Transporter's ability to serve Market Areas 23 and/or 25 and requiring the issuance of an OFO specifically limiting the Hourly Flow Rate to Shipper. Transporter reserves the right, if operationally necessary, to require that Shipper take its Hourly Flow Rate at its citygate delivery points on a pro rata basis based on the Maximum Daily Delivery Obligations (MDDOs) at those delivery points.


Unless Measuring Point specific MDDOs are specified in a separate firm service agreement between Transporter and Shipper, Transporter's  aggregate MDDO, under this and any other service agreement between Transporter and Shipper, at the Measuring Points  listed above shall not exceed the MDDO quantities set forth above for each Measuring Point. In addition, Transporter shall not be obligated on any day to deliver more than the Aggregate Daily Quantities (ADO's) listed below in the Aggregate Areas listed below.  The Measuring Points identified above in Group Nos. 1 or 2 are in the Aggregate Areas set forth in greater detail below.  Any Measuring Point specific MDDOs in a separate firm service agreement between Transporter and Shipper shall be additive both to the individual Measuring Point MDDOs and to any applicable ADOs set forth herein.


Group No. 1
These Measuring Points are in the Texas Eastern Directs Aggregate Area and the Line 1278 North Aggregate Area:
600021,600023,600032,631929, and 632170


Group No. 2
These Measuring Points are in the Line 1278 North Aggregate Area:
600012, 600013, 600018, 600020, and 637254


Group No. I Aggregate Area Name I ADO
1    Texas Eastern Directs Aggregate Area from November 1-March 31 - 29,311 Dth/day
1    Texas Eastern Directs Aggregate Area from April 1-October 31 - 26,774 Dth/day
1+2  ADO for Aggregate Area Group Nos. 1 and 2 - 114,762 Dth/day













The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's FERC Gas Tariff is incorporated herein by reference for purposes of listing valid secondary interruptible receipt and delivery points.




_X_ Yes      No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring  Reduction Option pursuant to Section
2 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) The MDDOs, ADOs, and/or DDQs set forth in Appendix A to Shipper's _________ Service Agreement No.________ are
incorporated herein by reference.
		
	 
	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