1
EXHIBIT 10-5C
Contract #: 820007
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 15th day of November,
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, Customer and Pipeline currently are parties to service agreements
under Pipeline's Rate Schedule CDS (Pipeline Contract Nos. 800226, 800300 and
800391) which specify an MDQ of 100,405 dth, 5,439 dth and 3,671 dth,
respectively; and
WHEREAS, Customer and Pipeline desire to enter into this Service Agreement
to supersede Customer's existing Rate Schedule CDS service agreements (Pipeline
Contract Nos. 800226, 800300 and
800391);
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, of Pipeline's
Rate Schedule CDS, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and limitations
hereof and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline
shall deliver to those points on Pipeline's system as specified in Article IV
herein or available to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery), for Customer's
account, as requested for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 109,560 dth;
provided, however, subject to the provision of at least two (2) years
prior written notice to the other party hereto, either Customer or
Pipeline shall have the right to reduce the MDQ under this Service
Agreement, with such reduction to be effective as of November 1, 2000 or
any November 1 thereafter, by a quantity not
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
in excess of 36,520 dth in any given year. In the event either Customer or
Pipeline exercises its right to reduce the MDQ of this Service Agreement
as set forth in this ARTICLE I, any such reductions will be subject to
either Pipeline's right of pregranted abandonment or Customer's right of
first refusal, as applicable, as set forth in ARTICLE II of this Service
Agreement.
Subject to variances as may be permitted by Sections 2.4 of Rate Schedule
CDS or the General Terms and Conditions, Customer shall deliver to Pipeline and
Pipeline shall receive, for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to Customer's MDQ,
plus Applicable Shrinkage as specified in the General Terms and Conditions.
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule CDS and the General Terms and Conditions,
Pipeline shall deliver within the Access Area under this and all other service
agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up to
Customer's Operational Segment Capacity Entitlements, excluding those
Operational Segment Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on the later of (i)
November 1, 1995 or (ii) the first day of the first month after the date
Customer fully executes this Service Agreement, and shall continue in force and
effect until October 31, 2002 and year to year thereafter unless this Service
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Agreement is terminated as hereinafter provided. Subject to the MDQ termination
limitations set forth in Article I of this Service Agreement, this Service
Agreement may be terminated by either Pipeline or Customer upon two (2) 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.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule CDS and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for
the availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule CDS as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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 CDS, (b)
Pipeline's Rate Schedule CDS pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule CDS. 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 MDQ specified
in Article I, to change the term of the agreement (including the notice of
termination) 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 Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C 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
to the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions.
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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.
Customer shall execute or cause its supplier to execute, if such supplier has
retained processing rights to the gas delivered to Customer, the appropriate
agreements prior to the commencement of service for the transportation and
processing of any liquefiable hydrocarbons and any PVR quantities associated
with the processing of gas received by Pipeline at the Point(s) of Receipt under
such Customer's service agreement.
In addition, subject to the execution of appropriate agreements, Pipeline
is willing to transport liquids associated with the gas produced and tendered
for transportation hereunder.
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, XX 00000-0000
(b) Customer: NEW JERSEY NATURAL GAS COMPANY
0000 XXXXXXX XXXX
X. X. XXX 0000
XXXX, XX 00000
or such other address as either party shall designate by formal written notice.
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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 CDS
(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:
The restated service agreements, tendered but not signed, between Pipeline
and Customer under Pipeline's Rate Schedule CDS (Pipeline's Contract Nos.
800226, 800300 and 800391) reflecting Pipeline's implementation of Order
No. 636, et seq.
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SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(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-Energy Services
ATTEST:
/s/ Xxxxx X. Xxxxxx
----------------------
Xxxxx X. Xxxxxx
Secretary
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Contract #:820007
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED, 11/15/95.
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
NEW JERSEY NATURAL GAS COMPANY ("Customer"),
DATED: 11/15/95
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Receipt
Obligation (plus
Point of Applicable Measurement
Receipt Description Shrinkage) (dth) Responsibilities Owner Operator
-------- ----------- ---------------- ---------------- ------ --------
70217 UNITED GAS KOSCIUSKO, MS 2,792 XXXX XXX XX XXXX XXX XXXX XXX XX
XXXXXX CO., MS PL
71200 CHEVRON - VENICE, LA 1,475 CHEVRON USA CHEVRON CHEVRON USA
PAQUEMINES USA
PA., LA
71750 COLUMBIA GULF - ST. XXXXXX 2,196 COL GULF COL GULF COL GULF
PA., LA ST. XXXXXX PA., LA
72601 SEAGULL SHORELINE SYSTEM - 6,542 SEAGULL SHOR SEAGULL SEAGULL
MATAGORDA CO., TX. SHOR SHOR
MATAGORDA CO., TX
* Included in Firm Receipt Point Entitlements as set forth in Section 14 of
Pipeline's General Terms and Conditions at the Kosciusko, Mississippi
Point of Receipt.
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
A-1
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Contract #820007
EXHIBIT A, TRANSPORTATION PATHS, continued
NEW JERSEY NATURAL GAS COMPANY
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M1 to M3 109,560
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Xxxxxx X. Xxxxx
--------------------------------
CUSTOMER: /s/ Xxxx X. Xxxxxxx
--------------------------------
SUPERSEDES EXHIBIT A DATED
---------------
A-2
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Contract #:820007
EXHIBIT B, POINT(S) OF DELIVERY, DATED 11/15/95,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
NEW JERSEY NATURAL GAS COMPANY ("Customer"),
DATED 11/15/95:
Maximum Daily
Point of Delivery Delivery Pressure Measurement
Delivery Description Obligation Obligation Responsibilities Owner Operator
-------- ----------- ------------- ----------------- ---------------- ----- --------
(dth)
1. 70011 COLUMBIA GAS (MFGRS.) 3,671 AS PROVIDED IN TX EAST XXXX TX EAST COL GAS
- EAGLE, PA XXXXXXX SECTION 6 OF THE XXXX XXXX
CO., PA GENERAL TERMS AND
CONDITIONS OF
PIPELINE'S FERC
GAS TARIFF
2. 70059 NEW JERSEY NATURAL - 4,636 100 POUNDS PER TX EAST XXXX TX EAST NJ NAT GAS
PERTH AMBOY, NJ SQUARE INCH GAUGE XXXX
MIDDLESEX CO., NJ
3. 70060 NEW JERSEY NATURAL - 44,511 400 POUNDS PER TX EAST XXXX TX EAST NJ NAT GAS
BOUND BROOK, NJ SQUARE INCH GAUGE XXXX
SOMERSET CO., NJ
4. 70087 ALGONQUIN - 4,649 AS REQUESTED BY TX EAST XXXX TX EAST ALGONQUIN
LAMBERTVILLE, NJ CUSTOMER, NOT TO XXXX
HUNTERDON CO., NJ EXCEED 750 PSIG
5. 70953 NEW JERSEY NATURAL - 100,450 325 POUNDS PER TX EAST XXXX TX EAST NJ NAT GAS
FREEHOLD, NJ SQUARE INCH GAUGE XXXX
MIDDLESEX CO., NJ
6. 71076 NEW JERSEY NATURAL - 12,982 300 POUNDS PER TX EAST XXXX TX EAST NJ NAT GAS
HANOVER, NJ XXXXXX SQUARE INCH GAUGE XXXX
CO., NJ
7. 71078 ALGONQUIN - HANOVER, 2,776 AS REQUESTED BY TX EAST XXXX TX EAST ALGONQUIN
NJ XXXXXX CO., NJ CUSTOMER, NOT TO XXXX
EXCEED 750 PSIG
8. 71423 NEW JERSEY NATURAL - 4,636 100 POUNDS PER TX EAST XXXX TX EAST NJ NAT GAS
MONTVILLE, NJ XXXXXX SQUARE INCH GAUGE XXXX
CO., NJ
9. 72210 NEW JERSEY NATURAL - NONE 325 POUNDS PER TE EAST XXXX TX EAST NJ NAT GAS
JAMESBURG, MIDDLESEX, SQUARE INCH GAUGE XXXX
NJ
B-1
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Contract #: 820007
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
NEW JERSEY NATURAL GAS COMPANY
Maximum Daily
Point of Delivery Delivery Pressure Measurement
Delivery Description Obligation Obligation Responsibilities Owner Operator
-------- ----------- ------------- ----------------- ---------------- ----- --------
(dth)
10. 79513 SS-1 STORAGE POINT 20,423 N/A N/A N/A N/A
04/01-10/31
20,423
11/01-03/31
11. 79560 SS STORAGE INJECTION SUCH QUANTITIES N/A N/A N/A N/A
POINT ACCEPTED BY
PIPELINE NOT TO
EXCEED 31,143
12. 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 under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
B-2
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Contract #: 820007
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
NEW JERSEY NATURAL GAS COMPANY
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
----------------- -------------------------
No. 2 5,190
No. 3 49,828
No. 4 4,649
No. 5 314,863
No. 6 14,533
No. 7 2,776
No. 8 5,190
No. 10 20,423
and further provided, however, that Pipeline's maximum daily delivery obligation
shall not exceed 374,734 dth in the aggregate at Points of Delivery 70059,
70060, 70953, 71076, 71078, 71423 and 72210.
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ Xxxxxx X. Xxxxx
----------------------------
CUSTOMER: /s/ Xxxx X. Xxxxxxx
----------------------------
SUPERSEDES EXHIBIT B DATED
--------------------
B-3
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Contract #:820007
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED 11/15/95, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("PIPELINE") AND NEW JERSEY NATURAL GAS COMPANY
("CUSTOMER"), DATED 11/15/95:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
=============================================================================================================================
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
-----------------------------------------------------------------------------------------------------------------------------
STX 3,122
-----------------------------------------------------------------------------------------------------------------------------
ETX 11,685 4,724
-----------------------------------------------------------------------------------------------------------------------------
WLA 1,437 3,122
-----------------------------------------------------------------------------------------------------------------------------
ELA 87,038
-----------------------------------------------------------------------------------------------------------------------------
M1-24 11,685
-----------------------------------------------------------------------------------------------------------------------------
M1-30 87,038
-----------------------------------------------------------------------------------------------------------------------------
M1-TXG 6,161
-----------------------------------------------------------------------------------------------------------------------------
M1-TGC 6,244
-----------------------------------------------------------------------------------------------------------------------------
M2-24
-----------------------------------------------------------------------------------------------------------------------------
M2-30
-----------------------------------------------------------------------------------------------------------------------------
M2-TXG
-----------------------------------------------------------------------------------------------------------------------------
M2-TGC
-----------------------------------------------------------------------------------------------------------------------------
M2 109,560
-----------------------------------------------------------------------------------------------------------------------------
M3
=============================================================================================================================
C-1
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Contract #:820007
EXHIBIT C (Continued)
NEW JERSEY NATURAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
=============================================================================================================================
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
-----------------------------------------------------------------------------------------------------------------------------
STX
-----------------------------------------------------------------------------------------------------------------------------
ETX
-----------------------------------------------------------------------------------------------------------------------------
WLA
-----------------------------------------------------------------------------------------------------------------------------
ELA
-----------------------------------------------------------------------------------------------------------------------------
M1-24 11,685
-----------------------------------------------------------------------------------------------------------------------------
M1-30 87,038
-----------------------------------------------------------------------------------------------------------------------------
M1-TXG 6,161
-----------------------------------------------------------------------------------------------------------------------------
M1-TGC 6,244
-----------------------------------------------------------------------------------------------------------------------------
M2-24
-----------------------------------------------------------------------------------------------------------------------------
M2-30
-----------------------------------------------------------------------------------------------------------------------------
M2-TXG
-----------------------------------------------------------------------------------------------------------------------------
M2-TGC
-----------------------------------------------------------------------------------------------------------------------------
M2 109,560
-----------------------------------------------------------------------------------------------------------------------------
M3
=============================================================================================================================
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Xxxxxx X. Xxxxx
---------------------------
CUSTOMER: /s/ Xxxx x. Xxxxxxx
---------------------------
SUPERCEDES EXHIBIT C DATED
----------
C-2