Exhibit (10)(i)104
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN
REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
FUEL OIL SUPPLY CONTRACT
BETWEEN
MONTELLO OIL CORPORATION
AND
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
AND
NIAGARA MOHAWK POWER CORPORATION
CENTRAL XXXXXX CONTRACT NO. __________
TABLE OF CONTENTS
SECTION PAGE
NUMBER TITLE NUMBER
1.0 PARTIES 1
2.0 RECITALS AND CONSIDERATION 2
3.0 DEFINITIONS 3
4.0 TERM 5
5.0 QUANTITY 6
6.0 TITLE, WARRANTIES AND RISK OF LOSS 8
7.0 QUALITY 9
8.0 DELIVERY 11
9.0 PRICE AND PAYMENT 15
10.0 INDEMNIFICATION 23
11.0 FORCE MAJEURE AND NONPERFORMANCE 24
12.0 COMPLIANCE WITH LAWS, REGULATIONS,
CODES AND STANDARDS 26
13.0 TAXES 27
14.0 PROPRIETARY INFORMATION 29
15.0 NONWAIVER 30
16.0 EFFECT OF SECTION HEADINGS 31
17.0 APPLICABLE STATE LAW 32
18.0 ASSIGNMENT 33
19.0 NOTICES AND CORRESPONDENCE 34
20.0 ARBITRATION 36
21.0 COMPLETE AGREEMENT 37
22.0 EMPLOYEE INTEREST 38
23.0 REPRESENTATIONS AND WARRANTIES
OF BOTH PARTIES 39
ATTACHMENTS: #6 RESIDUAL FUEL OIL
ATTACHMENT I-A - 1.5% SULFUR SPECIFICATIONS 41
ATTACHMENT I-B - 1.3% SULFUR SPECIFICATIONS 42
ATTACHMENT I-C - 1.0% SULFUR SPECIFICATIONS 43
ATTACHMENT I-D - 0.3% SULFUR SPECIFICATIONS 44
ATTACHMENT II - POSTED PRICE SCHEDULES 45
August 31, 1995
FUEL OIL SUPPLY CONTRACT
1.0 PARTIES
The Parties hereto ("Parties") enter into this Product
Supply Contract ("Contract") to be effective as of
September 1, 1995.
The Parties hereto are:
1.1 Central Xxxxxx Gas & Electric Corporation, 000 Xxxxx
Xxxxxx, Xxxxxxxxxxxx, XX 00000-0000, Consolidated Edison
Company of New York, Inc., 0 Xxxxxx Xxxxx, Xxx Xxxx, XX
00000, and Niagara Mohawk Power Corporation, 000 Xxxx
Xxxxxxxxx, Xxxx, Xxxxxxxx, XX 00000 (collectively
"BUYER")
1.2 Montello Oil Corporation
000 Xxxxx Xxxxxx
Xxx 0000
Xxxxxxx, XX 00000-0000 ("SELLER")
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August 31, 1995
2.0 RECITALS AND CONSIDERATION
Whereas this Contract is made with reference to the
following facts:
2.1 SELLER, a New Jersey Corporation, existing under the laws
of the State of New Jersey, is engaged in the sale and
delivery of Product (as said term is defined herein.)
2.2 BUYER, three public utilities organized and existing under
the laws of the State of New York, is engaged in the
generation, transmission and distribution of electric
energy.
2.3 SELLER has offered to sell to BUYER Product of quantity
and quality specifications as set forth herein.
2.4 SELLER and BUYER desire by this Contract to define terms,
conditions, rights, obligations, and remedies with respect
to the purchase and sale of said Product.
IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER SET
FORTH, SELLER and BUYER hereby mutually agree as follows:
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August 31, 1995
3.0 DEFINITIONS
When used herein with initial capitalization, whether in
the singular or plural, the following terms shall have the
following meanings:
3.1 Barrel
Refers to a standard barrel of Product containing forty-
two (42) U.S. gallons when measured at sixty degrees
Fahrenheit (60 degree) according to Table 6B of the latest
revisions of ASTM-IP Petroleum Measurement Tables, ASTM
Designation: D-1250, IP Designation: 200, as supple-
mented or amended. Unless mutually agreed by the Parties,
the then most recent revision of these tables at the time
of use will be utilized.
3.2 Contract
This document, including all other Contract documents
specifically identified and incorporated herein by
reference.
3.3 Contract Volume
The quantity of Product which SELLER is obligated to sell
and deliver to BUYER in accordance with this Contract.
3.4 Contract Year
The period of September 1 through August 31.
3.5 Delivery Point
BUYER's terminal ("Terminal") at its Roseton Electric
Generating Station ("Roseton Plant") to which SELLER will
make deliveries of Product in accordance with this
Contract.
3.6 Heating Value
Refers to the Heating Value of Product as measured in BTU
per gallon using ASTM Test designation D-240 as
supplemented or amended. Unless mutually agreed by the
Parties, the most recent revision of this test will be
utilized.
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August 31, 1995
3.7 Inspector
Independent contractor retained to determine the quantity
and quality of petroleum product delivered.
3.8 Party or Parties
BUYER and/or SELLER
3.9 Product
No. 6 residual fuel oil of the quality and in the quantity
required to be provided by SELLER in accordance with this
Contract.
3.10 Vessel
Any watercraft such as tanker or barge used or capable of
being used as a means of transporting and delivering the
Product to the Delivery Point.
3.11 Miscellaneous Terms
Where "as directed," "as required," "as approved," "as
accepted," or words of like import are used, it is
intended that such direction, requirement, approval or
acceptance be given by the BUYER.
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August 31, 1995
4.0 TERM
4.1 The Initial Term of this Contract shall be a period of one
(1) year from September 1, 1995 through August 31, 1996.
The Term of the Contract shall automatically be extended
on a yearly basis for each successive Contract Year
thereafter until the Contract is terminated or canceled by
either Party in accordance with the terms and procedures
provided herein. The word "Term" as used herein shall
mean the Initial Term and any such extensions.
4.2 Termination by Notice
BUYER may terminate this Contract, effective as of the end
of the Initial Term or any subsequent Contract Year, by
giving written notice to the SELLER at least sixty (60)
days prior to the end of such Initial Term or subsequent
Contract Year. Specifically, said written notice is due
on or before July 2 of the then-current Contract Year.
SELLER may terminate this Contract, effective as of the
end of the Initial Term or any subsequent Contract Year,
by giving written notice to the BUYER at least one hundred
eighty (180) days prior to the end of such Initial Term or
subsequent Contract Year. Specifically, said written
notice is due on or before March 4 of the then-current
Contract Year.
4.3 BUYER's Right to Adequate Assurance
If, during the Term of this Contract, the SELLER's ability
to meet its obligations under this Contract becomes
impaired to the point that BUYER has reasonable grounds
for believing that SELLER may not be able to meet such
obligations, then BUYER, by a written notice to SELLER,
may require that SELLER provide adequate assurance that
SELLER is able to continue to meet its obligations under
this Contract. If such adequate assurance is not received
by BUYER within ten (10) days from receipt of BUYER's
request thereof, BUYER shall have the right to immediately
reduce, by the amount in question, BUYER's obligation to
purchase Product from SELLER. BUYER may obtain the amount
of said reduction through purchases from third parties;
such reduction to be reflected in a notice from BUYER to
SELLER which thereupon shall become an amendment to this
Contract. BUYER may subsequently restore its purchases of
Product to the full amount provided for in this Contract
at BUYER's sole discretion to be reflected in a notice
from BUYER to SELLER which thereupon shall become an
amendment to this Contract.
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August 31, 1995
5.0 QUANTITY
5.1 Contract Volume
The Contract Volume of Product to be sold and purchased
hereunder during the Term shall be one hundred (100)
percent of BUYER's total Product requirements for such
Term for its Roseton Plant. In this regard, during such
Term, SELLER will deliver all amounts of the Product
requested by BUYER for its Roseton Plant; but SELLER is
not obligated to so deliver the Product in excess of the
Contract Volume and BUYER will request from SELLER not
less than seventy percent (70%) of the Contract Volume.
In the event BUYER, from time to time during the Term of
this Contract, seeks to purchase Product on the spot
market to be used at the Roseton Plant; SELLER shall be
entitled to submit a spot bid.
All deliveries of Product shall be evenly spread over the
Initial Term and subsequent Contract Year(s) unless
otherwise agreed upon by the Parties and confirmed in
writing.
5.2 The volumes shown are estimates of the Contract Volume for
each month of the Initial Term. The volumes shown allow
for gas firing. It is recognized that actual Product
requirements may vary from said estimates.
MONTH ESTIMATED CONTRACT VOLUME (Barrels)
SEPTEMBER 1995 0
OCTOBER 0
NOVEMBER 400,000
DECEMBER 400,000
JANUARY 1996 400,000
FEBRUARY 400,000
MARCH 400,000
APRIL 200,000
MAY 0
JUNE 0
JULY 200,000
AUGUST 200,000
TOTAL 2,600,000
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August 31, 1995
5.3 BUYER shall furnish to SELLER by the fifth day of each
calendar month during the TERM of the Contract, a written
schedule of desired deliveries for the following three (3)
months. Each schedule for the first month following shall
include proposed five-day date ranges for deliveries. The
parties will attempt in good faith to accommodate
subsequent changes in deliveries to the extent mutually
satisfactory. Each schedule for the second and third
months following will indicate total volumes BUYER expects
to request from SELLER during those months. Delivery
parcels shall be 200,000 barrels plus or minus ten percent
at SELLER's option.
SELLER shall have a two (2) bottom option for each
delivery nomination in which event no individual parcel
shall be less than 70,000 barrels.
5.4 The quantity and quality of Product delivered or made
available hereunder, and those characteristics necessary
for quantity inspection (temperature and API gravity),
shall be determined at the time of each delivery by an
Inspector designated by BUYER and acceptable to SELLER,
who, at such time, shall issue certificates showing the
quantity and quality of Product delivered. The costs of
the service of said Inspector will be shared equally by
SELLER and BUYER.
5.5 Quantities of Product delivered shall be measured by
comparing opening and closing gauges of BUYER's shore
tanks into which the Product is delivered, in accordance
with recognized petroleum industry standards applicable
thereto. Temperature adjustments to 60 degrees F shall be
made in accordance with Table 6B of ASTM-IP Petroleum
Measurement Tables, ASTM Designation: D-1250, IP Designa-
tion: 200, as supplemented or amended. Unless mutually
agreed otherwise by the Parties, the then most recent
revision of these tables at the time of use shall be
utilized.
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August 31, 1995
6.0 TITLE, WARRANTIES AND RISK OF LOSS
6.1 SELLER warrants it will convey good title to the Product
supplied hereunder, free and clear of all liens, special
interests, encumbrances or any other interests of third
parties whatsoever, and that the Product supplied
hereunder will meet all the quality specifications of this
Contract.
6.2 Title to and risk of loss for Product delivered to BUYER
by SELLER shall pass from SELLER to BUYER as the Product
passes through the Vessel's last flange connecting the
permanent discharge manifold to the Terminal's mechanical
arms or hose facility at the point of discharge at the
Delivery Point.
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August 31, 1995
7.0 QUALITY
7.1 SELLER shall sell to BUYER Product which meets the quality
specifications for one and one-half (1.5%) percent, one
and three-tenths (1.3%) percent, one (1.0%) percent and
three tenths (0.3%) percent maximum sulfur fuel as set
forth in Attachment I-A, I-B, I-C and I-D (collectively
termed "Attachment I") to this Contract, which are
incorporated herein and made a part hereof. BUYER will
not accept and will not allow discharge of any non-
conforming Product and all costs associated with such non-
conforming Product will be for SELLER's account.
7.2 SELLER shall notify BUYER by teletype, TWX, telegram or by
other similar means of communication not more than twenty-
four (24) hours or as soon as practical after each Vessel
sails from its port of loading, specifying the name of
Vessel, sulfur quality and quantity of Product and
scheduled date of arrival at Delivery Point. SELLER shall
provide BUYER by teletype, TWX, telegram or other similar
means of communication at least twenty-four (24) hours
prior to discharge, a copy of quality specifications of
the Product certified by an Inspector based upon a loading
port sample.
If the sulfur as tested in this loading port sample is
greater than or equal to 1.48% for 1.50% maximum sulfur
Product then a second sulfur test on a second sample of
the Product to be delivered must be performed and the
results thereof communicated to BUYER prior to the
discharge of Product at the delivery point. If the second
test yields a sulfur test result at or below 1.5%, the
Product will be accepted. Product tested greater than
1.5% sulfur on the second test will be rejected. If the
sulfur as tested in the loading port sample is greater
than or equal to 1.28 for 1.3% maximum sulfur Product or
.985% for 1.0% maximum sulfur Product, then the same
second sampling and sulfur testing provision will apply.
Costs of the second sampling and testing will be shared
equally by BUYER and SELLER.
Upon arrival of the Vessel at the Delivery Point, the
Inspector referred to in Subsection 5.4 herein shall
obtain, by recognized industry procedures, a sample of the
Product to be tested and a sample to be sealed and
retained for ninety (90) days. The results of the tested
sample shall be reported as specified in Subsection 5.4
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August 31, 1995
herein. If there is any dispute as to the results of the
quality analysis, the sealed sample of the delivery in
question held by the Inspector, who inspected the Product
upon arrival, shall be submitted to an independent
laboratory, mutually agreeable to the Parties, whose
determinations made in accordance with the test methods
stated in Attachment I shall be final, binding and
conclusive upon the Parties as to the disputed quality
analysis. The cost of such testing shall be borne equally
by the Parties.
7.3 BUYER shall have the right to require the removal and
proper disposal by SELLER, at SELLER's cost, of any
Product sold to BUYER by SELLER which is not in accordance
with the Contract's quality specifications, whether the
noncompliance is found during discharge, or whether BUYER,
through Inspectors, or by other means, demonstrates to
SELLER that the source of noncompliance is the Product, at
any time after the delivery is made. If nonconforming
Product is not removed by SELLER, at the end of seven (7)
days from the date on which BUYER's written notice is
received by SELLER, BUYER may have the Product removed at
SELLER's expense.
7.4 Any delay to Vessel(s) caused by delivery of Product which
proves to be nonconforming and removal and disposal of
such nonconforming Product from tank(s) shall be to
SELLER's account. If Product proves to be conforming,
then such delay shall be to BUYER's account.
7.5 BUYER shall have the right by notice to SELLER, by
teletype, TWX, telegram or other similar means for
communication, to change the quality specifications set
forth in Attachment I to other specifications, whether
more or less restrictive, in order for BUYER to satisfy
federal, state or local legal or regulatory requirements.
SELLER shall make its best efforts to provide the required
Product. However, if SELLER is not able, within thirty
(30) days prior to the date BUYER requires such changed
Product as specified in BUYER's notice to SELLER, to
commit such Product to BUYER, then as of the date the
Product is required by BUYER, BUYER may reduce BUYER's
obligations to purchase from SELLER by the quantity of
Product which SELLER does not make available as specified
in BUYER's notice to SELLER and obtain the amount of such
reduction through purchases from third parties; such
reduction to be reflected in a notice from BUYER to SELLER
which thereupon shall become an amendment to this
Contract.
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August 31, 1995
8.0 DELIVERY
8.1 BUYER will provide a safe discharging berth, free of
wharfage or dockage charges, to which Vessels may proceed
and from which they may depart, and where they may lie
safely afloat while discharging the Product. With
assistance as necessary from BUYER's dockside personnel,
it shall be the responsibility of SELLER to secure the
Vessel to BUYER's berth prior to such discharging of the
Product. Hoses, mechanical arms and hose adapters for
discharging Product shall be furnished by BUYER at the
Delivery Point without cost to SELLER. Such hoses or arms
shall be connected to and disconnected from Vessel's
permanent discharge manifold flange connection by BUYER.
Vessel must have any adapters required to connect to
BUYER's two (2) ten-inch flanges.
Roseton Dock Limitations:
- LOA - 890 Feet Maximum
- Beam - No Restriction
- Bow to Centerline Manifold - None
- Water Depth in Berth - 36+ Feet MLW
(Operational Draft 31 Feet MWH Channel at Haverstraw is
Limiting)
- Shore Connection - Two (2) ten-inch flanges
- Docking is only permitted during the hours of 8 AM
through 12 Midnight Eastern Time Zone (unless special
arrangements are made with BUYER) 7 days per week.
Notice of arrival must be given to the Roseton Plant
personnel by SELLER or SELLER's agents at least 24
hours prior to actual arrival.
8.2 BUYER shall pay demurrage charges at Charter Party Rates
per running hour and pro rata for any part of an hour for
all time that discharging and used laytime exceed the
laytime allowed BUYER under Subsection 8.4 herein. If
deliveries are made by Time Charter Vessel, Charter Market
Reports of Xxxxxx, Inc., Stamford, Connecticut, or any
recognized successor thereto, shall be accepted as
evidence of the actual foregoing rates. If, however,
demurrage is incurred at Delivery Point by reason of fire,
explosion, storm, strike, lockout stoppage, restraint of
labor or by breakdown of machinery and equipment in or
about BUYER's terminal facilities or plants, the rate of
demurrage shall be reduced to one-half per running hour
and pro rata for part of an hour for demurrage so
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August 31, 1995
incurred. In the event SELLER's Vessel arrives at
Delivery Point outside its agreed upon five-day date range
and provided SELLER has not obtained BUYER's permission
for such early or late arrival, and further provided such
early or late arrival is not the fault of BUYER, no
demurrage charges directly resulting from such early or
late arrival will be applied against BUYER. In the event
that such late arrival or departure results in demurrage
being charged against BUYER by any Vessel making
deliveries for another supplier to BUYER within that
supplier's specified date range or time period agreed to
by BUYER, SELLER will reimburse BUYER for such demurrages
as may have been paid by BUYER which directly relate
thereto.
8.3 Upon arrival of Vessel at the Delivery Point and upon
obtaining by the SELLER of any and all governmental and/or
port authority approval(s) required prior to discharge,
the Master of the Vessel or his representative shall give
notice to BUYER at Delivery Point that the Vessel is ready
to dock, such notice of readiness to dock will only be
accepted by BUYER during the hours of 8 AM through 12
Midnight Eastern Time Zone. Laytime shall commence upon
the expiration of six (6) hours after tender of such
notice and acceptance of the same by BUYER. The Vessel
shall be deemed ready to discharge Product within the
meaning of this clause only when all fast at BUYER's dock.
8.4 BUYER shall be allowed laytime of thirty-six (36) hours
for each ship delivery of Product to the Delivery Point
and twenty (20) hours laytime for each barge delivery. If
Vessel's condition, personnel or facilities do not permit
discharging in the time allowed, then the additional time
necessary shall be added to BUYER's allowed laytime, and
BUYER will be reimbursed for its direct costs incurred
because of such delay. If the Vessel is delayed at the
Delivery Point for Vessel's own purposes, laytime shall
cease during such delay and if such delays do not permit
discharging in the time allowed, then the additional time
necessary shall be added to BUYER's allowed laytime, and
BUYER will be reimbursed for its direct costs incurred
because of such delay. In all other cases, laytime shall
continue until the hoses or mechanical arms have been
disconnected. If governmental regulations or regulations
of the Vessel's owner prohibit berthing of Vessel or
discharging of the Product during hours of darkness or
inclement weather, the time lost shall not count as used
laytime.
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August 31, 1995
BUYER's regulations currently restrict docking at Roseton
to the hours of 8 AM to 12 Midnight Eastern Time Zone
unless special arrangements are made with BUYER.
8.5 The Product shall be pumped out of Vessel at a maximum
discharge pressure of 75 psig and minimum discharge
pressure of 60 psig at the expense of SELLER and at the
risk and peril of SELLER up to and including discharge of
the Product through the Vessel's permanent discharge
manifold flange connection, at which place delivery of the
Product shall be taken by BUYER.
8.6 SELLER's Vessel shall depart promptly from the Delivery
Point after completion of discharging unless it has
received prior approval of BUYER. If any Vessel of SELLER
fails to depart within six (6) hours of discharging
Product, and BUYER is subjected to extra dockage or port
charges of any type, then SELLER shall reimburse BUYER for
such extra charges. Where a Vessel requests permission
from BUYER to stay for an additional period, and as a
result, stays beyond the time period specified in
Subsection 8.4 herein, BUYER shall not be responsible to
pay any demurrage charges relating to said permitted stay.
8.7 Demurrage claims must be accompanied by such supporting
data as BUYER or SELLER may reasonably request.
8.8 In the event Product is spilled during the discharge of a
Vessel delivering Product to BUYER hereunder or when the
Vessel is in close proximity to BUYER's Terminal, BUYER
may immediately take all measures it deems necessary and
appropriate to prevent or mitigate resulting pollution
damage. Any such measures taken by BUYER shall be at the
expense of the Party or Parties responsible for such spill
or discharge. After taking any such measures, BUYER shall
promptly notify SELLER.
In the event SELLER is notified of such spill, has
knowledge of such spill or would reasonably be expected to
have knowledge of the same, SELLER shall promptly
undertake such measures as are necessary to prevent or
mitigate resulting pollution damage. SELLER shall report
immediately to the U.S. Coast Guard, other agencies as
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August 31, 1995
required, and to BUYER at the Roseton Plant, any such
spillage at or in the proximity to the Delivery Point.
SELLER will request that the Master of the Vessel
undertake such measures as may be required on the Vessel,
and that he assist BUYER in its actions to prevent or
mitigate pollution damage. In the event SELLER is
responsible for such spill or discharge and BUYER, as a
result, becomes liable to any party to pay any amount
related thereto, SELLER will reimburse BUYER as to the
amount of such liability, including any legal,
professional or other costs borne by BUYER.
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August 31, 1995
9.0 PRICE AND PAYMENT
Price per barrel for Product delivered shall be calculated
to four (4) decimal points and determined as follows:
9.1 The Product Contract price per barrel for 1.5% maximum
sulfur Product shall be the xxxxx of the prices calculated
using the following two formulas.
A. 1. xx.xxxxx xx xxxxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
2. xx.xxxxx xx xxxxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
3. xx.xxxxx xx xxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
4. xx.xxxxx xx xxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
5. A fixed differential of $x.xxxx per Barrel.
All the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
B. 1. xx.xxxxx xx xxxxxxxxxx New York Harbor Spot Cargo
posting for No. 6 x.xx Sulfur xxxx
2. xx.xxxxx xx xxxxxxxxxx New York Harbor Spot Cargo
posting for No. 6 x.xx Sulfur xxxx
3. A fixed differential of $x.xxx per Barrel.
Both of the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
9.2 The Product Contract price per Barrel for 1.3% maximum
sulfur Product shall be the xxxxx of the prices calculated
using the following two formulas:
A. 1. xx.xx xx xxxxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
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August 31, 1995
2. xx.xx xx xxxxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
3. xx.xx xx xxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
4. xx.xx xx xxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
5. A fixed differential of $x.xxxx per Barrel.
All the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
B. 1. xx.xx xx xxxxxxxxxx New York Harbor Spot Cargo
posting for No. 6 x.xx Sulfur xxxx
2. xx.xx xx xxxxxxxxxx New York Harbor Spot Cargo
posting for No. 6 x.xx Sulfur xxxx
3. A fixed differential of $x.xxx per Barrel.
Both of the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
9.3 The Product Contract price per Barrel for 1% maximum
sulfur Product shall be the xxxxx of the prices calculated
using the following two formulas:
A. 1. xxx xx xxxxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xxx Sulfur xxxx
2. xxx xx xxxxx New York Harbor Cargo Low Spot
posting for No. 6 x.xx Sulfur xxxx
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
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Auugst 31, 1995
3. A fixed differential of $x.xxx per Barrel.
Both of the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
B. 1. xxxx xx xxxxxxxxxx New York Harbor Spot Cargo
posting for No. 6 x.xx Sulfur xxxx
2. A fixed differential of $x.xxx per Barrel.
The above posting is based on a xxxxx-xxx xxxxxxx at
the time of delivery including xxx xx xxxxxxxxxxxx xx
xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
9.4 The Product Contract price per Barrel for 0.3% maximum
sulfur Product shall be the xxxxx of the prices calculated
using the following formulas:
A. 1. xxx xx xxxxxxx New York Harbor Cargo Mean HP (High
Pour) Spot posting for No. 6 x.xx Sulfur xxxx
2. xxx xx xxxxxxxxxx New York Harbor HP (High Pour)
Spot Cargo posting for No. 6 x.xx Sulfur xxxx
3. A fixed differential of $x.xxx per Barrel.
Both of the above postings are based on a xxxxx-xxx
xxxxxxx at the time of delivery including xxx xx
xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
NOTE: Each Mean Spot posting shall xxx xxxxxx the
associated low spot posting by xxxx than $x.xxx per
Barrel.
B. 1. xxxx xx xxxxx New York Harbor Cargo Mean Spot
posting for No. 6 x.xx Sulfur HP (High Pour) xxxx
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
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August 31, 1995
2. A fixed differential of $x.xxx per Barrel.
The above posting is based on a xxxxx-xxx xxxxxxx at
the time of delivery including xxx xx xxxxxxxxxxxx xx
xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx.
NOTE: Each Mean Spot posting shall not xxxxxx the
associated low spot posting by xxxx than $x.xxx per
Barrel.
9.5 SELLER shall invoice BUYER for Product delivered under
this Contract as determined in Subsections 9.1., 9.2.,
9.3. and 9.4. based on date of xxxxxxxxxxxx of discharge
at BUYER's designated facilities. Attachment II, attached
hereto specifies the posted prices to be used in
accordance with Subsections 9.1.A., 9.1.B., 9.2.A.,
9.2.B., 9.3.A., 9.3.B., 9.4.A. and 9.4.B. on days when
prices are not posted solely due to such day being non-
business days when such prices are not normally posted.
9.6 In the event that delivery is made after the date range
agreed upon by BUYER and SELLER, the Contract price shall
be the xxxxx of the price based on actual date of
commencement of delivery or the price should delivery have
commenced on the last day of the 5-day date range.
In the event that delivery is made before the date range
agreed upon by BUYER and SELLER, the Contract price shall
be the xxxxx of the price based on actual date of
commencement of delivery or the price should delivery have
commenced on the first day of the 5-day date range.
9.7 BUYER shall make payment in full by wire transfer of
federal funds within xxxxxx xxx xxxx calendar days from
date of commencement of discharge or within xxxxxxx xxxx
calendar days of receipt of a correct invoice whichever is
later. SELLER shall furnish BUYER a telecopy invoice and
the petroleum Inspector's certificate indicating discharge
volume for
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 18 -
August 31, 1995
deliveries by SELLER at the Roseton Terminal within three
(3) days of completion of discharge. Invoices received
after 4 PM Eastern Time Zone will be considered to be
received on the following BUYER's business day.
If the date payment is due falls on a Saturday or holiday,
payment shall be made on the last New York State banking
day prior to such date and if payment is due on a Sunday,
or if due on a Monday which is a holiday, payment shall be
made on the next following New York State banking day
after such date.
9.8 BUYER shall notify SELLER of any disputed amount of any
invoice, so that an attempt may be made to resolve the
difference before the date payment is due. If BUYER and
SELLER do not resolve such dispute before the payment due
date, the amount of the invoice not in dispute shall be
paid by BUYER on the due date. Payment of the disputed
amount need not be made on the due date but shall be
subject to adjustment upon final resolution of the
disputed amount through good faith negotiation between
BUYER and SELLER and any balance due paid after such
adjustment.
9.9 If, as a result of the quality testing provided for in
Section 7.0 it is determined that the combined volume of
water and sediment is in excess of x.xx, then the Product
quantity for invoicing shall be reduced by the percentage
by which such combined water and sediment actual volume
exceeds x.xx.
9.10 If at any time during the term of this Contract a Product
reference price is not available for a particular sulfur
grade of Product, then the reference price of such Product
shall be determined by interpolating between published
reference prices for the next immediately higher and lower
sulfur grades of Product in the ratio, proportional to the
higher and lower sulfur grades required to achieve the
blend of the Product reference grade.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 19 -
August 31, 1995
9.11 If during the Term of this Contract xxxxxxx and/or xxxxx
and/or xxxxxxxxxx ceases to publish New York Harbor Spot
prices, the Parties hereto agree to negotiate to find an
acceptable substitute price mechanism within forty-five
(45) days after the last accurate price publication.
During the negotiating period, the price for the Product
will be based upon xxxxxxxxx xxxxxxxxx xxxx xxxxxx xxxxxx.
Said price shall be subject to adjustment to the pricing
derived using the new formula(s) agreed upon through
negotiation. If agreement cannot be reached or a
substitute price mechanism, then either Party, upon thirty
(30) days' written notice to the other may terminate this
Contract.
9.12 This Fuel Oil Supply Contract shall supersede and replace
in its entirety the prior Fuel Oil Supply Contract between
the Parties dated September 1, 1992, as amended, and
assigned to Seller by Assignment and Assumption Agreement
dated June 28, 1994. Notwithstanding the foregoing, the
obligations of each Party which, by their nature, are to
be performed following the end of the Term of the prior
Contract and all the rights of each Party which, by their
nature, may be exercised following the Term of the prior
Contract shall be deemed to survive the termination of the
prior Contract.
9.13 If, as a result of the quality testing provided for in
Section 7.0, it is determined that the xxxxxxxx xxxxxxx
xxxxxxxx xxxx xxxxxxx xxxxx of the Product sold to BUYER
by SELLER is more than or less than the minimum guaranteed
heating value specified in the quality specifications
contained in Attachment I, then BUYER shall apply the
following formula for calculation of credit due BUYER from
SELLER or of premium due SELLER from BUYER:
xxxxxxxx xxxxxxxx xxxxxxxxxxxx =
xxxxxxxx xxxxxxx
xxxxxxxx xxxx xxxxxxxx xxxxxxx
xxxxxxx xxxxx xxxxxxxx xxxx
xxxxxxx xxxxxxxxxx X xxxxxxxx xxxxxxxxxxxx
xxxxxxx xxxxx
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 20 -
August 31, 1995
xxx xxxxxxxx xxxxxxxx xxxxx xxx xxxxxxx xxxxxxx xxx xx
xxxx xxx xxxxxxx xxxxxx xxxxxxxxxxx xxxx xxx xxxxxxxxxx
xxxxx xxx xxxxxxx xxxxxxxxxx, will be applied against the
total Contract quantity of Product sold to BUYER by SELLER
during the Contract Term in question. The difference
between this result and the actual total amount paid by
BUYER for deliveries of Product made during the xxxxxxxx
xxxx shall be credit due BUYER by SELLER if the weighted
average contract term heating value of the Product sold to
BUYER by SELLER is less than minimum guaranteed heating
value or premium due SELLER from BUYER if the weighted
average contract term heating value of the Product sold to
BUYER by SELLER is more than the minimum guaranteed
heating value. In no case shall premium, if any, due
SELLER from BUYER under this Contract exceed the amount of
the final settlement of the heating value deficiency
accumulated during the prior Contract.
If, as a result of the quality testing provided for in
Section 7.0, it is determined that the weighted average
contract term heating value of the Product sold to BUYER
by SELLER is xxxx xxxx xx xxxx xxxx the minimum guaranteed
heating value specified in the quality specifications
contained in Attachment I, then the net xxxxxx xx xxxxxxx
shall be carried forward to the next succeeding Contract
Year. Final settlement of any net credit or premium due
BUYER from SELLER or vice versa shall be determined and
paid, as provided for herein, upon final termination of
the Contract.
9.14 If it is determined that the sulfur content of any Product
sold to BUYER by SELLER is greater than the sulfur content
agreed to by BUYER, the BUYER shall have the right to
require that the nonconforming Product be removed at
SELLER's expense as described in Subsection 7.3.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 21 -
August 31, 1995
9.15 Computations made with respect to the adjustment specified
in Subsection 9.13 shall be paid by BUYER (if a premium)
or SELLER (if a credit) within thirty (30) days of receipt
of BUYER's or SELLER's invoice based upon which Party is
owed an adjustment. Should SELLER fail to make payment
within said thirty (30) days, BUYER may, as a non-
exclusive remedy, deduct amount due BUYER from any payment
due to SELLER.
- 22 -
August 31, 1995
10.0 INDEMNIFICATION
10.1 SELLER agrees to furnish the Product as an independent
contractor and not as a subcontractor, agent or employee
of BUYER. BUYER does not retain any control or direction
over SELLER, its employees or subcontractors, or over the
detail, manner or methods of the performance of SELLER's
obligations under the Contract.
10.2 Each Party hereto shall indemnify and hold harmless the
other Party, its employees and agents against any and all
claims, liability, cost or expense including, without
limitation, damages for personal injury or property damage
incurred with respect to the deliveries of Product by
SELLER pursuant to this Contract, which that Party, its
employees and agents, individually or collectively, may
suffer by reason of any act or omission of the
indemnifying Party, its employees or agents, including,
without limitation, the negligence of the indemnifying
party or any of its employees or agents to observe or
comply with any of that party's duties or obligations
under this Contract or any failure to comply with or
observe any laws, ordinances, codes, orders, rules or
regulations applicable to it, or the failure of that Party
to comply with any appropriate safety and handling
precautions.
- 23 -
August 31, 1995
11.0 FORCE MAJEURE AND NONPERFORMANCE
11.1 Performance of this Contract by each Party shall be
pursued with due diligence in all requirements hereof;
however, neither Party shall be liable to the other for
any loss or damage for delay or for nonperformance
(including the payment of monies) due to causes not
reasonably within its control including, but not limited
to, acts of civil or military authority (including, but
not limited to, courts or administrative agencies), acts
of God, war, riot or insurrection, inability to obtain any
required permits or license, blockades, embargoes,
sabotage, epidemics, fires, floods, strikes, lockouts or
other labor disputes or difficulties.
11.2 In the event of any delay or nonperformance caused by any
of the forces described in Subsection 11.1, the Party
affected shall,on the next business day, promptly notify
the other Party verbally and within two business days
provide the other Party with teletype, TWX, telegram or
other written confirmation of the nature, cause, date of
commencement and the anticipated extent of such delay or
nonperformance. If SELLER's performance is not resumed
within (30) days of such notice and BUYER believes its
Product requirements are not going to be met, BUYER may
take such steps as it deems necessary to obtain Product,
including contracting with other suppliers of Product
during the period of SELLER's nonperformance, and BUYER
shall have no obligation to make up such deficiencies from
SELLER at a later time.
11.3 If federal, state or local laws or ordinances, or rules,
or Roseton Plant fuel requirements or the fuel
requirements of any nearby power plant restrict or
prohibit or otherwise render unsuitable or undesirable
BUYER's use of the Product as fuel for its Roseton Plant,
BUYER shall have the right to reduce the quantity of
Product deliverable under this Contract
- 24 -
August 31, 1995
without penalty. The amount of such quantity reduction which
BUYER may elect during any Contract Year shall be up to the
amount of Product to which any such restriction, prohibition, or
reduction in use applies, and shall be equally proportioned among
all of BUYER's contract Product suppliers for its Roseton Plant.
- 25 -
August 31, 1995
12.0 COMPLIANCE WITH LAWS, REGULATIONS, CODES AND STANDARDS
12.1 BUYER shall have the responsibility of complying with all
applicable laws, rules, regulations, codes and standards
of all federal, state, local and municipal governmental
agencies having jurisdiction over the operation or
maintenance of the facilities and equipment used in
carrying out its obligations hereunder; including but not
limited to, applicable environmental regulations governing
the maximum sulfur content of the Product, the Federal
Water Pollution Control Act Amendments of 1972, all
applicable rules and regulations issued by the U.S. Coast
Guard and all applicable New York State statutes and
regulations.
SELLER shall have the responsibility of complying with all
applicable laws, rules, regulations, codes and standards
of all federal, state, local and municipal governmental
agencies having jurisdiction over the operation or
maintenance of the Vessels, facilities and equipment used
in carrying out its obligations hereunder including, but
not limited to, applicable environmental regulations
governing the maximum sulfur content of the Product, the
Federal Water Pollution Control Act Amendments of 1972 all
applicable rules and regulations issued by the U.S. Coast
Guard and all applicable New York State statutes, rules
and regulations.
- 26 -
August 31, 1995
13.0 TAXES
13.1 SELLER shall be responsible, with the exception of the so-
called "Petroleum Business Tax" (New York Tax Law Article
13-A), relating to the performance of this Contract,
currently (June 1, 1995) imposed at a rate of 7.02 cent
per gallon of Product delivered for which BUYER will
provide to SELLER a direct payment permit, New York State
Sales Tax for which BUYER is to provide SELLER with a
sales tax exemption certificate, and the so-called "Spill
Tax" (New York Navigation Law Article 12) which currently
imposes a license fee of $.04 per barrel and a surlicense
fee of $.0425 per barrel which total $.0825 per barrel,
for any and all taxes, assessments, excises, and other
governmental charges now in existence (hereinafter
collectively referred to as "taxes") arising from the
performance of SELLER's obligation under this Contract
including, but not limited to, income taxes, unemployment
insurance, old age benefits, retirement benefits, life
pensions, annuities, and business licenses. SELLER shall
comply with all laws relating to such taxes and shall
maintain suitable forms, books, and records connected
therewith. Should any tax or fee for which either Party
is responsible be increased, decreased or replaced by
similar taxes, the Parties agree to promptly renegotiate
the price schedule as listed in Section 9.0, only as it
may relate to such increase or decrease in such tax or
fee.
In this regard BUYER and SELLER shall, in good faith,
endeavor to agree to a revised price schedule except as
the same may be restricted by law. However,
notwithstanding the foregoing, the Parties agree that
their intention is that SELLER is not to either:
a. Absorb a tax, fee or charge of any kind as the result
of action by any federal,
- 27 -
August 31, 1995
state or local governing body or agency including
action which prohibits the pass-thru of a
retroactively passed tax, fee or charge, or
b. Benefit as the result of action by a federal, state
or local governing body or agency.
In the event either (a) or (b) occurs as described above,
the Parties agree to promptly meet and negotiate in good
faith appropriate changes to contract terms and conditions
to compensate the injured party. In the event the Parties
fail to agree, either Party may terminate this Contract
upon ninety (90) days' written notice to the other.
- 28 -
August 31, 1995
14.0 PROPRIETARY INFORMATION
14.1 SELLER and BUYER have a proprietary interest in the
Contract. Accordingly, the Contract shall not be
disclosed in whole or in part by either Party, its agents
or employees to third parties without the prior written
consent of the other Party; provided, however, that
nothing contained in this Section 14.0 will be construed
to prevent either Party from enforcing any rights created
by this Contract.
14.2 Notwithstanding Subsection 14.1, the Parties shall have
the right to disclose such proprietary information to any
governmental or regulatory authority having or purporting
to have jurisdiction to require such disclosure, but shall
exert reasonable effort to secure confidential treatment
of any proprietary information so provided.
- 29 -
August 31, 1995
15.0 NONWAIVER
15.1 Failure of the Parties to insist upon strict performance
of any provisions hereof, or failure or delay in
exercising any rights or remedies provided herein or by
law, or the acceptance of payment for the Product or any
combination thereof, shall not release the Parties from
any obligations under this Contract and shall not be
deemed a waiver of the Parties' right to insist upon
strict enforcement hereof, or of any right or remedies
made available under this Contract or by law, nor shall
any purported oral modification or recision of this
Contract by any employee or agent of the Parties operate
as a waiver of any of the provisions hereof.
- 30 -
August 31, 1995
16.0 EFFECT OF SECTION HEADINGS
16.1 Section headings appearing in this Contract are inserted
for convenience only, and shall not be deemed to
establish, modify or affect the rights and obligations of
the Parties to this Contract.
- 31 -
August 31, 1995
17.0 APPLICABLE STATE LAW
17.1 The rights, obligations and remedies of the Parties as
specified under this Contract shall be interpreted in
accordance with and governed by, in all respects, the laws
of the State of New York.
- 32 -
August 31, 1995
18.0 ASSIGNMENT
18.1 Except as otherwise provided in this Section 18.0, this
Contract shall not be assigned, delegated or otherwise
disposed of by either of the Parties without the prior
written consent of the other.
18.2 Subject to the provisions of the Federal Bankruptcy Code,
this Contract shall not be deemed an asset of either Party
and, upon five (5) days prior written notice, either Party
may terminate the Contract without penalty at any time
during which the other Party is in any voluntary or
involuntary receivership, bankruptcy, or insolvency
proceedings.
- 33 -
August 31, 1995
19.0 NOTICES AND CORRESPONDENCE
19.1 All notices required hereunder or correspondence
pertaining to or affecting the provisions of this Contract
shall be by teletype, TWX, telegram or in writing and, if
in writing, either delivered by hand or sent by certified
or registered mail, return receipt requested, to the
Parties at the following addresses:
19.1.1 Mailed to BUYER:
Central Xxxxxx Gas & Electric Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Fuels Buyer
19.1.2 Delivered to BUYER:
Central Xxxxxx Gas & Electric Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Fuels Buyer
19.1.3 Mailed to SELLER:
Montello Oil Corporation
000 Xxxxx Xxxxxx
Xxx 0000
Xxxxxxx, XX 00000-0000
Attention: Vice President - Marketing and Manager
- Residual Fuels
19.1.4 Delivered to SELLER:
Montello Oil Corporation
000 Xxxxx Xxxxxx
Xxx 0000
Xxxxxxx, XX 00000-0000
Attention: Vice President - Marketing and Manager
- Residual Fuels
19.2 If either Party changes its address, that Party shall give
prompt written notice of the change to the other Party.
- 34 -
August 31, 1995
19.3 All notices shall be deemed given on the date the Party,
to whom such notices are addressed, received or refused
the same.
- 35 -
August 31, 1995
20.0 ARBITRATION
20.1 Whenever a dispute arises between the Parties concerning
this Contract or any of the obligations hereunder, the
Parties shall use their best efforts to resolve the
dispute by mutual agreement. In the event the Parties
cannot reach such mutual agreement and both Parties agree
in writing to arbitrate the dispute, then the arbitration
shall be conducted in accordance with the Commercial Rules
of Arbitration or the American Arbitration Association
then in effect. The decision of the arbitrators with
respect to such issues shall be reduced to writing with a
full explanation of its factual and legal basis and shall
be rendered within thirty (30) days after all evidence and
arguments have been submitted. There shall be three
arbitrators. The Party demanding arbitration shall inform
the other Party of the name of its arbitrator and the
Party receiving demand shall, within twenty (20) calendar
days thereafter, name its arbitrator. The two arbitrators
so designated shall choose a third. In the event that the
Party receiving demand for arbitration fails to name an
arbitrator within the time specified, then an arbitrator
shall be named by the Xxxxx Xxxxx, Xxxxxx Xxxxxx Xxxxxxxx
Xxxxx, Xxxxxxxx Xxxxxxxx of New York. The Parties shall
share equally the expenses of the impartial arbitrator's
fee and shall each pay for their own costs and expenses
incurred and resulting from arbitration.
- 36 -
August 31, 1995
21.0 COMPLETE AGREEMENT
21.1 This written Contract is intended as the final, complete
and exclusive statement of the terms of the agreement
between the Parties. The Parties agree that parol or
extrinsic evidence may not be used to vary or contradict
the express terms of this Contract and that recourse may
not be had to alleged prior dealings, usage of trade,
course of dealing, or course of performance to explain or
supplement the express terms of this Contract. This
Contract shall not be amended or modified, and no waiver
of any provision hereof shall be effective, unless set
forth in a written instrument authorized and executed with
the same formality as this Contract.
- 37 -
August 31, 1995
22.0 EMPLOYEE INTEREST
22.1 Seller represents to Buyer that Seller has not given and
will not give, directly or indirectly, anything of value
to any employee or other representative of Buyer with the
view of securing this Agreement or obtaining favorable
treatment with respect to the performance of this
Agreement. If such representation is untrue, or becomes
untrue, Buyer shall have the right to declare this
Agreement null and void or to terminate it, to xxx for
damages and to take such other action as may be provided
by law. If Seller obtains knowledge at any time that any
such employee has a direct or indirect interest in Seller
or its affiliates, (excluding routine purchases in the
open market by such employee of securities issued by
Seller or its parent corporations) it will immediately
inform Buyer of such fact.
- 38 -
August 31, 1995
23.0 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES
23.1 Each Party warrants and represent to the other that:
(i) it has all requisite power, authority, licenses,
permits, permissions, approvals and franchises,
corporate or otherwise, to execute and deliver this
Contract and perform its obligations hereunder;
(ii) its execution, delivery, and performance of this
Contract has been duly authorized by, or is in
accordance with its organic instruments, this
Contract has been duly executed and delivered for
it by the signatories so authorized, and this
Contract constitutes its legal, valid and binding
obligation enforceable in accordance with its terms
except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of
creditors' rights in general and by general
principles of equity;
(iii) its execution, delivery, and performance of this
Contract will not result in a breach or violation
of, or constitute a default under, any contract,
lease or instrument to which it is a party or by
which it or its properties may be bound or
affected; and
(iv) it has not received any notice, nor to the best of
its knowledge is there pending or threatened any
notice, of any violation of any applicable laws,
ordinances, regulations, rules, decrees, awards,
permits or orders which would materially adversely
affect its ability to perform hereunder.
- 39 -
August 31, 1995
IN WITNESS WHEREOF, the Parties hereto have caused this
Contract to be signed by their duly authorized officers,
effective as of the date specified in Section 1.0.
MONTELLO OIL CORPORATION
WITNESS AS TO (SELLER): BY (SGD.) XXXXXX XXXXXX
XXXXXX XXXXXX
_____________________
DATE September 20, 1995
CENTRAL XXXXXX GAS & ELECTRIC
CORPORATION FOR ITSELF AND AS
AGENT FOR CONSOLIDATED EDISON
COMPANY OF NEW YORK, INC., AND
NIAGARA MOHAWK POWER CORPORATION
ATTEST AS TO (BUYER): BY (SGD.) XXXX X. XXXXX
XXXX X. XXXXX
PRESIDENT AND
SECRETARY CHIEF OPERATING OFFICER
DATE
- 40 -
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT I-A
NO. 6 RESIDUAL FUEL OIL
1.5% SULFUR SPECIFICATIONS
ASTM
TEST MINIMUM MAXIMUM
Sulfur (X-Ray)-Wt % D-2622/D-4294 -- 1.5
Gravity, degree API D-287 10.5 25
Flash Point, degree F D-93 150 --
Visc. SSF @ 122 degree F D-445 35 xxx
Pour Point, degree F D-97 -- xx
Water Content, Vol. % D-95 -- x.x x
Sediment, Vol. % D-473 -- 0.4 *
Con Carbon, Wt % D-189/D-4530 -- 16**
Vanadium, PPM D-2788 -- 300
Ash, Wt % D-482 -- 0.1
Heating Value,
Btu./Gallon D-240 151,750 *** --
Sodium D-2788 -- 75
Product must not contain petrochemical wastes or residues,
chemicals, including but not limited to caustics and acids, tar
bottoms, styrenes, olefins, or any matter foreign to No. 6
residual fuel oil. Product must have a marketable odor of
residual fuel oil.
* xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx
xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx.
** Weighted annual average and weighted average of two
consecutive deliveries not to exceed 13%.
*** Weighted average for Contract Term.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 41 -
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT I-B
NO. 6 RESIDUAL FUEL OIL
1.3% SULFUR SPECIFICATIONS
ASTM
TEST MINIMUM MAXIMUM
Sulfur (X-Ray)-Wt % D-2622/D-4294 -- 1.3
Gravity, degree API D-287 10.5 25
Flash Point, degree F D-93 150 --
Visc. SSF @ 122 degree F D-445 35 xxx
Pour Point, degree F D-97 -- xx
Water Content, Vol. % D-95 -- x.x x
Sediment, Vol. % D-473 -- 0.4 *
Con Carbon, Wt % D-189/D-4530 -- 16**
Vanadium, PPM D-2788 -- 300
Ash, Wt % D-482 -- 0.1
Heating Value,
Btu./Gallon D-240 151,750 *** --
Sodium D-2788 -- 75
Product must not contain petrochemical wastes or residues,
chemicals, including but not limited to caustics and acids, tar
bottoms, styrenes, olefins, or any matter foreign to No. 6
residual fuel oil. Product must have a marketable odor of
residual fuel oil.
* xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx
xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx.
** Weighted annual average and weighted average of two
consecutive deliveries not to exceed 13%.
*** Weighted average for Contract Term.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 42 -
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT I-C
NO. 6 RESIDUAL FUEL OIL
1% SULFUR SPECIFICATIONS
ASTM
TEST MINIMUM MAXIMUM
Sulfur (X-Ray)-Wt % D-2622/D-4294 -- 1.0
Gravity, degree API D-287 10.5 25
Flash Point, degree F D-93 150 --
Visc. SSF @ 122 degree F D-445 35 xxx
Pour Point, degree F D-97 -- xx
Water Content, Vol. % D-95 -- x.x x
Sediment, Vol. % D-473 -- 0.4 *
Con Carbon, Wt % D-189/D-4530 -- 16**
Vanadium, PPM D-2788 -- 300
Ash, Wt % D-482 -- 0.1
Heating Value,
Btu./Gallon D-240 151,750 *** --
Sodium D-2788 -- 75
Product must not contain petrochemical wastes or residues,
chemicals, including but not limited to caustics and acids, tar
bottoms, styrenes, olefins, or any matter foreign to No. 6
residual fuel oil. Product must have a marketable odor of
residual fuel oil.
* xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx
xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx.
** Weighted annual average and weighted average of two
consecutive deliveries not to exceed 13%.
*** Weighted average for Contract Term.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 43 -
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT I-D
NO. 6 RESIDUAL FUEL OIL
0.3% SULFUR SPECIFICATIONS
ASTM
TEST MINIMUM MAXIMUM
Sulfur (X-Ray)-Wt % D-2622/D-4294 -- 0.3
Gravity, degree API D-287 10.5 25
Flash Point, degree F D-93 150 --
Visc. SSF @ 122 degree F D-445 35 xxx
Pour Point, degree F D-97 -- xxx
Water Content, Vol. % D-95 -- x.x x
Sediment, Vol. % D-473 -- 0.4 *
Con Carbon, Wt % D-189/D-4530 -- 13**
Vanadium, PPM D-2788 -- 300
Ash, Wt % D-482 -- 0.1
Heating Value,
Btu./Gallon D-240 147,000 *** --
Sodium D-2788 -- 75
Product must not contain petrochemical wastes or residues,
chemicals, including but not limited to caustics and acids, tar
bottoms, styrenes, olefins, or any matter foreign to No. 6
residual fuel oil. Product must have a marketable odor of
residual fuel oil.
* xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx
xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx.
** Weighted annual average and weighted average of two
consecutive deliveries not to exceed 10%.
*** Weighted average for Contract Term.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
- 44 -
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT II
Posted prices to be used in accordance with Subsections
9.1a., 9.1b., 9.2a., 9.2b., 9.3a., 9.3b., 9.3c. and 9.4a. on days
when prices are not posted solely due to such days being non-
business days.
1. Prices for Saturday and Sunday when
Friday or Monday is not a holiday.
Saturday - use preceding Friday price.
Sunday - use following Monday posted
prices.
2. Prices for Friday, Saturday and Sunday
when Friday is a holiday.
Friday - use preceding Thursday price.
Saturday - use preceding Thursday
price.
Sunday - Use following Monday posted
prices.
3. Prices for Saturday, Sunday and Monday
when Monday is a holiday.
Saturday - use preceding Friday price.
Sunday - use following Tuesday price.
Monday - use following Tuesday posted
prices.
4. Prices for Tuesday when Tuesday is a
holiday.
Tuesday - use preceding Monday posted
prices.
5. Prices for Wednesday when Wednesday is
a holiday.
Wednesday - use following Thursday
posted prices.
6. Prices for Thursday when Thursday is a
holiday.
Thursday - use preceding Wednesday
posted prices.
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/PAGE
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT II
PAGE 2
EXAMPLE OF PRICES
FOR
HOLIDAYS AND WEEKENDS
HOLIDAY
NO FRIDAY MONDAY TUESDAY WEDNESDAY THURSDAY
DAY DATE HOLIDAY 4 7 8 9 10
THURSDAY 3 Actual Actual Actual Actual Actual Actual
Postings Postings Postings Postings Postings Postings
FRIDAY 4 Actual Thurs. 3 Actual Actual Actual Actual
Postings Postings Postings Postings Postings Postings
SATURDAY 5 Fri. 4 Thurs. 3 Fri. 4 Fri. 4 Fri. 4 Fri. 4
Postings Postings Postings Postings Postings Postings
SUNDAY 6 Mon. 7 Mon. 7 Tues. 8 Mon. 7 Mon. 7 Mon.7
Postings Postings Postings Postings Postings Postings
MONDAY 7 Actual Actual Tues. 8 Actual Actual Actual
Postings Postings Postings Postings Postings Postings
TUESDAY 8 Actual Actual Actual Mon. 7 Actual Actual
Postings Postings Postings Postings Postings Postings
WEDNESDAY 9 Actual Actual Actual Actual Thurs. 10 Actual
Postings Postings Postings Postings Postings Postings
THURSDAY 10 Actual Actual Actual Actual Actual Wed. 9
Postings Postings Postings Postings Postings Postings
FRIDAY 11 Actual Actual Actual Actual Actual Actual
Postings Postings Postings Postings Postings Postings
- 46 -
