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EXHIBIT 10-5B
Contract #: 400188
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This Service Agreement, made and entered into this 21st day of June,
1995, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and NEW JERSEY NATURAL GAS COMPANY
(herein called "Customer," whether one or more),
W I T N E S S E T H:
WHEREAS, there currently exists between Pipeline and Customer five
service agreements under Rate Schedule SS-1 (Pipeline's Contract Nos. 400118,
400162, 400163, 400207 and 411999) which specify an MDWQ of 59,171 dth and an
MSQ of 3,550,230 dth, an MDWQ of 588 dth and an MSQ of 69,445 dth, an MDWQ of
1,095 dth and an MSQ of 65,700 dth, an MDWQ of 2,257 dth and an MSQ of 266,561
dth, and an MDWQ of 303 dth and an MSQ of 21,210 dth, respectively; and
WHEREAS, Pipeline and Customer desire to enter into one service
agreement under Rate Schedule SS-1 which shall supersede the five existing Rate
Schedule SS-1 service agreements referenced above; and
WHEREAS, withdrawal rights under the new Rate Schedule SS-1 service
agreement are consistent with the existing rights of the five existing Rate
Schedule SS-1 service agreements it supersedes;
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 SS-1, Pipeline agrees to provide firm service for
Customer under Rate Schedule SS-1 and to receive and store for Customer's
account quantities of natural gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 20,423 dth
Maximum Storage Quantity (MSQ) 3,973,146 dth
Pipeline agrees to withdraw from storage for Customer, at Customer's
request, quantities of gas up to Customer's Maximum Daily Withdrawal Quantity
(MDWQ) of 63,414 dekatherms, or such lesser quantity as determined pursuant to
Rate Schedule SS-1, from Customer's Storage Inventory, plus Applicable
Shrinkage, and to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the provisions of Rate
Schedule SS-1, including but not limited to Section 6.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on July 1, 1995 and
shall continue in force and effect until April 30, 2000 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. Subject to
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 xxxx 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 xxxx or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding xxxx.
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.
In the event there is gas in storage for Customer's account on April 30
of the year of termination of this Service Agreement, this Service Agreement
shall continue in force and effect for the sole purpose of withdrawal and
delivery of said gas to Customer for an additional one-hundred and twenty (120)
days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to
the applicable provisions of Rate Schedule SS-1 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.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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 SS-1 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
SS-1, (b) Pipeline's Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions applicable to
Rate Schedule SS-1. 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 MDIQ, MSQ and
MDWQ specified in Article I, to change the term of the service agreement as
specified in Article II, 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 natural gas received by Pipeline for Customer's account for storage
injection pursuant to this Service Agreement shall be those quantities scheduled
for delivery pursuant to Service Agreements between Pipeline and Customer under
Rate Schedules CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules CDS,
FT-1, SCT, PTI or IT-1 for injection into storage scheduled directly to the
"SS-1 Storage Point" shall be deemed to have been delivered 60% in Market Zone 2
and 40% in Market Zone 3. In addition, at Customer's request any positive or
negative variance between scheduled deliveries and actual deliveries on any day
at Customer's Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1
shall be deemed for billing purposes delivered at the Point of Delivery and
shall be injected into or withdrawn from storage for Customer's account. In
addition to accepting gas for storage injection at the SS-1 Storage Point,
Pipeline will accept gas
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
tendered at points of interconnection between Pipeline and third party
facilities at Oakford and Xxxxx Storage Fields provided that such receipt does
not result in Customer tendering aggregate quantities for storage in excess of
the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas shall be
specified in Exhibit A of the executed service agreement.
Exhibit A and B 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 and be subject to the provisions of Section 5 of the 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, xxxx 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
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
(b) Customer: NEW JERSEY NATURAL GAS COMPANY
0000 XXXXXXX XXXX
X. X. XXX 0000
XXXX, XX 00000
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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(s) dated, ___________________________
between Pipeline and Customer under Pipeline's Rate
Schedule SS-1 (Pipeline's Contract Nos. 400118, 400162,
400163, 400207 and 411999).
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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/ Xxxxxx X. Xxxxx
-----------------------------------
Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
-----------------------------
XXXXXX X. XXXX
CORPORATE SECRETARY
NEW JERSEY NATURAL GAS COMPANY
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx
Senior Vice President-Gas Supply
ATTEST:
/s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Senior Vice President &
General Counsel
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Contract #: 400188
EXHIBIT A, POINT(S) OF DELIVERY, DATED 6/21/95,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("Pipeline") AND NEW JERSEY NATURAL GAS COMPANY
("Customer"), DATED 6/21/95:
Maximum Daily Delivery
Point of Delivery Pressure Measurement
Delivery Description Obligation Obligation Responsibilities Owner Operator
-------- ----------- ---------- ---------- ---------------- ----- --------
1. 70060 New Jersey Natural 17,828 dth 400 pounds TE TE New Jersey
Somerset Co., NJ per square Natural
inch gauge
2. 70059 New Jersey Natural 5,190 dth 100 pounds TE TE New Jersey
Middlesex Co., NJ per square Natural
inch gauge
3. 70953 New Jersey Natural- 38,590 dth 325 pounds TE TE New Jersey
Freehold per square Natural
Middlesex Co., NJ inch gauge
4. 71076 New Jersey Natural- 7,447 dth 300 pounds TE TE New Jersey
Hanover per square Natural
Xxxxxx Co., NJ inch gauge
5. 71423 New Jersey Natural- 2,257 dth 150 pounds TE TE New Jersey
Montville per square Natural
Xxxxxx Co., NJ inch gauge
6. 70087 Algonquin - 1,058 dth As requested TE TE Algonquin
Lambertville by customer,
NJ, Hunterdon CO., not to exceed
NJ 750 PSIG
7. 71078 Algonquin - Hanover, 1,516 dth As requested TE TE Algonquin
NJ Xxxxxx CO., NJ by customer,
not to exceed
750 PSIG
8. 72210 New Jersey Natural None 325 pounds TE TE New Jersey
Jamesburg per square Natural
Middlesex Co., NJ inch gauge
9. 79828 AGT - New Jersey 0 N/A N/A N/A N/A
Natural for
nomination purposes
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations at each of
the points of delivery described above, including Pipeline's maximum daily
delivery obligations under this and all other Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
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Contract #: 400188
EXHIBIT A, POINT(S) OF DELIVERY (continued)
NEW JERSEY NATURAL GAS COMPANY
Aggregate Maximum
Point of Delivery Daily Delivery Obligation
----------------- -------------------------
No.1 49,828 dth
No.2 5,190 dth
No.3 314,863 dth
No.4 14,533 dth
No.5 5,190 dth
No.6 4,649 dth
No.7 2,776 dth
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Xxxxxx X. Xxxxx
--------------------------
CUSTOMER: /s/ Xxxx X. Xxxxxxx
--------------------------
SUPERSEDES EXHIBIT A DATED
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A-2
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Contract #: 400188
EXHIBIT B, WITHDRAWAL QUANTITIES, DATED 6/21/95
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE")
AND NEW JERSEY NATURAL GAS COMPANY ("CUSTOMER"), DATED 6/21/95:
Pipeline shall not be obligated to withdraw for Customer on any day a total
daily quantity in excess of the following:
(A) the MDWQ if Customer's Storage Inventory is equal to or less than
3,973,146 Dth, but more than 929,300 Dth;
(B) a daily entitlement of 53,370 Dth if Customer's Storage Inventory is
equal to or less than 929,300 Dth, but more than 545,000 Dth;
(C) a daily entitlement of 43,279 Dth if Customer's Storage Inventory is
equal to or less than 545,000 Dth, but more than 146,900 Dth;
(D) a daily entitlement of 2,558 Dth if Customer's Storage Inventory is
equal to or less than 146,900 Dth.
B-1
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Contract #:400188
EXHIBIT B, (Continued)
NEW JERSEY NATURAL GAS COMPANY
If at any time during the period from November 16 through April 15 of each
contract year the aggregate storage inventory of all Customers under Rate
Schedule SS-1 equals or is less than 30% of the aggregate MSQ of all Customers
under Rate Schedule SS-1, then for the balance of the period ending April 15 for
such contract year injections into storage or transfers of title of gas in
storage inventory shall not be included in Customer's Storage Inventory for
purposes of determining Customer's daily withdrawal rights pursuant to this
Exhibit B. Pipeline shall notify Customer verbally and then in writing when the
aggregate storage inventory of all Customers under Rate Schedule SS-1 and/or
when Customer's individual storage inventory equals or is less than 40% and 30%
of the aggregate MSQ or Customer's individual MSQ, respectively.
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Xxxxxx X. Xxxxx
---------------------------
CUSTOMER: /s/ Xxxx X. Xxxxxxx
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SUPERSEDES EXHIBIT B DATED:
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B-2
