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
BAYWAY REFINING COMPANY
AND
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
AND
NIAGARA MOHAWK POWER CORPORATION
CENTRAL XXXXXX CONTRACT NO. (10)(i)106
TABLE OF CONTENTS
SECTION PAGE
NUMBER TITLE NUMBER
1.0 PARTIES 1
2.0 RECITALS AND CONSIDERATION 1
3.0 DEFINITIONS 1
4.0 TERM 3
5.0 QUANTITY 4
6.0 TITLE, WARRANTIES AND RISK OF LOSS 5
7.0 QUALITY 6
8.0 DELIVERY 8
9.0 PRICE AND PAYMENT 11
10.0 INDEMNIFICATION 16
11.0 FORCE MAJEURE AND NONPERFORMANCE 16
12.0 COMPLIANCE WITH LAWS, REGULATIONS,
CODES AND STANDARDS 17
13.0 TAXES 17
14.0 PROPRIETARY INFORMATION 19
15.0 NONWAIVER 19
16.0 EFFECT OF SECTION HEADINGS 19
17.0 APPLICABLE STATE LAW 19
18.0 ASSIGNMENT 19
19.0 NOTICES, CORRESPONDENCE, SCHEDULES AND
INVOICES 20
20.0 ARBITRATION 21
21.0 COMPLETE AGREEMENT 21
22.0 EMPLOYEE INTEREST 22
23.0 REPRESENTATIONS AND WARRANTIES
OF BOTH PARTIES 22
ATTACHMENTS: #6 RESIDUAL FUEL OIL
ATTACHMENT I-A - 1.5% SULFUR SPECIFICATIONS 25
ATTACHMENT I-B - 1.3% SULFUR SPECIFICATIONS 26
ATTACHMENT I-C - 1.0% SULFUR SPECIFICATIONS 27
ATTACHMENT I-D - 0.3% SULFUR SPECIFICATIONS 28
ATTACHMENT II - WEEKEND AND HOLIDAY PRICING 29
ATTACHMENT III - SEDIMENT DETERMINATION 31
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, 1996.
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 (collec-
tively "BUYER").
1.2 Bayway Refining Company, a subsidiary of Tosco
Corporation, 00 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 ("SELLER").
2.0 RECITALS AND CONSIDERATION
Whereas this Contract is made with reference to the
following facts:
2.1 SELLER, Bayway Refining Company, a subsidiary of Tosco
Corporation, existing under the laws of the State of
Delaware, 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 elec-
tric 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 fol-
lows:
3.0 DEFINITIONS
When used herein with initial capitalization, whether in
the singular or plural, the following terms shall have
the following meanings:
-1-
3.1 Barrel
Refers to a standard barrel of Product containing forty-
two (42) U.S. gallons when measured at sixty degrees
Xxxxxxxxxx (00) according to Table 6B of the latest
revisions of ASTM-IP Petroleum Measurement Tables, ASTM
Designation: D-1250, IP Designation: 200, as
supplemented 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 of the
following year.
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.
3.7 Inspector
Independent contractor retained to determine the
quantity and quality of 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.
-2-
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.
4.0 TERM
4.1 The Initial Term of this Contract shall be a period of
two (2) years from September 1, 1996 to August 31, 1998.
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 proce-
dures 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.
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.
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
-3-
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 amend-
ment to this Contract.
5.0 QUANTITY
5.1 Contract Volume
The Contract Volume of Product to be sold and purchased
hereunder during the Initial Term shall be one hundred
(100) percent of BUYER's total Product requirements for
such Initial Term for its Roseton Plant. In this
regard, during such Initial 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 notified in advance of
such proposed purchases; and SELLER shall be entitled to
submit a spot bid.
5.2 The volumes shown are estimates of the Contract Volume
for each month of the first year 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 1996 0
OCTOBER 0
NOVEMBER 200,000
DECEMBER 400,000
JANUARY 1997 600,000
FEBRUARY 600,000
MARCH 200,000
APRIL 0
MAY 0
JUNE 0
JULY 0
AUGUST 1997 0
TOTAL 2,000,000 (100% of total
requirements)
-4-
The volumes for 1997/1998 are expected to be similar to
those shown for 1996/1997.
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 as well as desired volumes and sulfur
grade(s). 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.
5.4 The quantity 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 inde-
pendent petroleum Inspector designated by BUYER and
acceptable to SELLER, who, at such time, shall issue
certificates showing the quantity 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
Fahrenheit shall be made in accordance with Table 6B of
ASTM-IP Petroleum Measurement Tables, ASTM Designation:
D-1250, IP Designation: 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.
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
-5-
passes through the Vessel's last flange connecting the
permanent discharge manifold to the Terminal's mechani-
cal arms or hose facility at the point of discharge at
the Delivery Point.
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 sulfur fuel as
set forth in Attachment I-A, I-B, I-C and I-D (collec-
tively 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 indepen-
dent petroleum 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 or .285% for 0.3% 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
independent petroleum Inspector referred to in
-6-
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 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 independent petroleum 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 independent 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 dis-
posal of such nonconforming Product from tank(s) shall
be to SELLER's account. If Product proves to be con-
forming, 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 require-
ments. 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
-7-
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 amend-
ment to this Contract.
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 dis-
charging of the Product. Hoses or mechanical arms 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 Ves-
sel'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 MDT 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. Should BUYER
enter into other firm contract(s) for the supply of No.
6 fuel oil for Roseton in which demurrage rates other
-8-
than the foregoing are provided for, BUYER and SELLER
agree that such rates shall, at SELLER's option, apply
in place of the 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
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 representa-
tive 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 MDT 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 For each ship delivery, BUYER shall be allowed laytime
of thirty-six (36) hours for deliveries of Product to
the Delivery Point. For each Barge delivery (nominal
100,000 barrels), BUYER shall be allowed laytime equal
to the greater of (1) 20 hours or (2) the actual Charter
Party Rate, for deliveries of Product to the Delivery
Point. 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
-9-
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
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.
BUYER's regulations currently restrict docking at
Roseton to the hours of 8 AM to 12 MDT Eastern Time Zone
unless special arrangements are made with BUYER.
8.5 The Product shall be pumped out of Vessel at a maximum
shore discharge pressure of 70 psig and minimum shore
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 dis-
charging 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 neces-
sary 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 respon-
sible for such spill or discharge. After taking any
such measures, BUYER shall promptly notify SELLER.
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
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 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.
9.0 PRICE AND PAYMENT
Price per Barrel for Product delivered shall be calcu-
lated 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 calculated using the following
formula:
1. XX.XXXX% of Xxxxx'x New York Harbor Cargo Mean Spot
posting for No. 6 X.X% Sulfur XXXX
2. XX.XXXX% of Xxxxx'x New York Harbor Cargo Mean Spot
posting for No. 6 X.X% Sulfur XXXX
3. XX.XXXX% of Petroflash New York Harbor Spot Cargo
posting for No. 6 X.X% Sulfur XXXX
4. XX.XXXX% of Petroflash New York Harbor Spot Cargo
posting for No. 6 X.X% Sulfur XXXX
5. A fixed differential of $X.XXX per Barrel.
All 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.
Weekend and Holiday posted prices will be determined in
accordance with Attachment II.
-11-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
9.2 The Product Contract price per Barrel for 1.3% maximum
sulfur Product shall be calculated using the following
formula:
1. XX.X% of Xxxxx'x New York Harbor Cargo Mean Spot
posting for No. 6 X.X% Sulfur XXXX
2. XX.X% of Xxxxx'x New York Harbor Cargo Mean Spot
posting for No. 6 X.X% Sulfur XXXX
3. XX.X% of Petroflash New York Harbor Spot Cargo
posting for No. 6 X.X% Sulfur XXXX
4. XX.X% of Petroflash New York Harbor Spot Cargo
posting for No. 6 X.X% Sulfur XXXX
5. A fixed differential of $X.XXX per Barrel.
All 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.
Weekend and Holiday posted prices will be determined in
accordance with Attachment II.
9.3 The Product Contract price per Barrel for 1% maximum
sulfur Product shall be calculated using the following
formula:
1. XX% of Xxxxx'x New York Harbor Cargo Mean Spot
posting for No. 6 X.X% Sulfur XXXX
2. XX% of Petroflash New York Harbor Spot Cargo
posting for No. 6 X.X% 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.
Weekend and Holiday posted prices will be determined in
accordance with Attachment II.
-12-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
9.4 The Product Contract price per Barrel for 0.3% maximum
sulfur Product shall be calculated using the following
formula:
1. XX% of Xxxxx'x New York Harbor Cargo Mean HP (High
Pour) Spot posting for No. 6 X.X% Sulfur XXXX
2. XX% of Petroflash New York Harbor HP (High Pour)
Spot Cargo posting for No. 6 X.X% 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.
Weekend and Holiday posted prices will be determined in
accordance with Attachment II.
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, 9.2, 9.3 and 9.4 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 SELLER causes delivery to be 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 SELLER causes delivery to be 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 XXX (XX) calendar days from date of
receipt of a correct invoice. SELLER shall furnish
BUYER a telecopy invoice and the petroleum Inspector's
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CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
certificate indicating discharge volume and quality
determination for deliveries to BUYER as per Section
19.1.2. 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 paid after such adjustment.
9.9 If, as a result of the quality testing provided for in
Subsection 7.2 on the samples taken at the Delivery
Point it is determined that the combined volume of water
and sediment (converted to volume as per Attachment III)
is in excess of X.X XXXXXX XX XXX XXXXXXX, SELLER will
make a volumetric adjustment on that delivery.
9.10 If at any time during the term of this Contract a
Product reference price is not available for a particu-
lar sulfur grade of Product, then BUYER and SELLER shall
mutually agree upon an alternate pricing mechanism.
9.11 ________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
________________________________________________________
-14-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
9.12 If, as a result of the quality testing provided for in
Section 7.0, it is determined that the XXXXXX XXXXXXXX
XXXXXXX XXXXXXXX XXXX XXXXXXX XXXXXXX XXXXX of the
Product sold to BUYER by SELLER is less than the minimum
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:
XXXXXXXX XXXXXXXX XXXXX/XXXXXX =
XXXXXXXX XXXXXXX
XXXXXXX XXXXXXXX XXXX XXXXXXXX XXXXXXX
XXXXXXX XXXXX X XXXXXXX XXXXXXXX XXXX
XXXXXXX XXXXXXXXXX XXXXXXXX XXXXX/XXXXXX
XXXXXXX XXXXX
XXX XXXXXXXX XXXXXXXX XXXXX XXX XXXXXX, XXXXXXX XXX XX
XXX XXXXXXX XXXXX XXXX, will be applied against the
total quantity of Product sold to BUYER by SELLER during
the Initial Contract Term in question. The difference
between this result and the actual total amount paid by
BUYER for deliveries of Product made during XXX XXXXXXX
XXXXXXXX XXXX shall be credit due BUYER by SELLER.
If, as a result of the quality testing provided for in
Section 7.0, it is determined that the volume weighted
Initial Contract Term average Heating Value of the
Product sold to BUYER by SELLER is XXXXXXX than the
minimum Heating Value specified in the quality specifi-
cations contained in Attachment I, then the net XXXXXX
shall be carried forward to the next succeeding Contract
Year should no notice of termination as provided herein
(Section 4.2) be given.
9.13 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.
9.14 Computations made with respect to the adjustment speci-
fied in Subsection 9.12 shall be paid by SELLER within
thirty (30) days of receipt of BUYER's invoice. Should
SELLER fail to make payment within said thirty (30)
days, BUYER may deduct amount due BUYER from any payment
due to SELLER.
-15-
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 direc-
tion 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.
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, tele-
gram or other written confirmation of the nature, cause,
date of commencement and the anticipated extent of such
-16-
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 require-
ments 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 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.
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; includ-
ing but not limited to, applicable environmental regu-
lations governing the maximum sulphur content of the
Product, the Federal Water Pollution Control Act Amend-
ments 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 sulphur content of the
Product, the Federal Water Pollution Control Act Amend-
ments of 1972 all applicable rules and regulations
issued by the U.S. Coast Guard and all applicable New
York State statutes, rules and regulations.
13.0 TAXES
-17-
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 imposed equal to 6.99 cents 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 sur-
license 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, unemploy-
ment 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, notwith-
standing 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, 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.
-18-
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 disclo-
sure, but shall exert reasonable effort to secure
confidential treatment of any proprietary information so
provided.
15.0 NONWAIVER
15.1 Failure of the Parties to insist upon strict performance
of any provisions hereof, or failure or delay in exer-
cising 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.
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 estab-
lish, modify or affect the rights and obligations of the
Parties to this Contract.
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.
18.0 ASSIGNMENT
-19-
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.
19.0 NOTICES, CORRESPONDENCE, SCHEDULES AND INVOICES
19.1 All notices required hereunder or correspondence per-
taining 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 or Delivered to BUYER:
Central Xxxxxx Gas & Electric Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Fuels Resources
19.1.2 Invoiced to BUYER:
Central Xxxxxx Gas & Electric Corporation
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attention: Fuels Resources
FAX: (000) 000-0000
19.1.3 Mailed or Delivered to SELLER:
Bayway Refining Company, a Subsidiary of
Tosco Corporation
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
19.1.4 Invoiced and Scheduled to SELLER:
Bayway Refining Company, a Subsidiary of
Tosco Corporation
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
FAX: (000) 000-0000 or 7566
-20-
19.2 If either Party changes its address, that Party shall
give prompt written notice of the change to the other
Party.
19.3 All notices shall be deemed given on the date the Party,
to whom such notices are addressed, received or refused
the same.
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 Arbi-
tration 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 submit-
xxx. 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 thereaf-
ter, 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.
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
-21-
forth in a written instrument authorized and executed
with the same formality as this Contract.
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.
23.0 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES
23.1 Each Party warrants and represents 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 here-
under;
(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, reorganiza-
tion, 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
-22-
(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 here-
under.
-23-
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.
______________________________
WITNESS AS TO (SELLER): BY ______________________________
________________
____________________________ __________
DATE
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
XXXX X. XXXXX
PRESIDENT AND
SECRETARY CHIEF OPERATING OFFICER
DATE
-24-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
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, degrees API D-287 10.5 25
Flash Point, degrees Xxxxxxxxxx X-00 150 --
Visc. SSF @ 122 degrees Xxxxxxxxxx X-000 35 XXX
Pour Point, degrees Xxxxxxxxxx X-00 -- XX
Water Content, Vol. % D-95 -- X.X (X)
Sediment, Wt. % D-473 -- 0.2 (A)
Con Carbon, Wt. % D-189/D-4530 -- 16 (B)
Vanadium, PPM D-2788 -- 300
Ash, Wt. % D-482 -- 0.15(C)
Heating Value,
Btu./Gallon D-240 151,750 * --
Sodium, PPM 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.
* Minimum Contract Term Weighted Average.
(X) XXXXXXXX XX XX XXXXXXXX XXX XXXXXXXX XXXXXXX XX XXXXX XXX
XXXXXXXX XX XXXXXX XX X.X% (XXXXXXXXXX X.X).
(B) Weighted initial contract term average and weighted
average of three consecutive deliveries not to exceed 13%.
(C) Weighted initial contract term average not to exceed .10%.
-25-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
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, degrees API D-287 10.5 25
Flash Point, degrees Xxxxxxxxxx X-00 150 --
Visc. SSF @ 122 degrees Xxxxxxxxxx X-000 35 XXX
Pour Point, degrees Xxxxxxxxxx X-00 -- XX
Water Content, Vol. % D-95 -- X.X (X)
Sediment, Wt. % D-473 -- 0.2 (A)
Con Carbon, Wt. % D-189/D-4530 -- 16 (B)
Vanadium, PPM D-2788 -- 300
Ash, Wt. % D-482 -- 0.15(C)
Heating Value,
Btu./Gallon D-240 151,750 * --
Sodium, PPM 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.
* Minimum Contract Term Weighted Average.
(X) XXXXXXXX XX XX XXXXXXXX XXX XXXXXXXX XXXXXXX XX XXXXX XXX
XXXXXXXX XX XXXXXX XX X.X% (XXXXXXXXXX X.X).
(B) Weighted initial contract term average and weighted
average of three consecutive deliveries not to exceed 13%.
(C) Weighted initial contract term average not to exceed .10%.
-26-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT I-C
NO. 6 RESIDUAL FUEL OIL
1.0% SULFUR SPECIFICATIONS
ASTM
TEST MINIMUM MAXIMUM
Sulfur (X-Ray)-Wt % D-2622/D-4294 -- 1.0
Gravity, degrees API D-287 10.5 25
Flash Point, degrees Xxxxxxxxxx X-00 150 --
Visc. SSF @ 122 degrees Xxxxxxxxxx X-000 35 XXX
Pour Point, degrees Xxxxxxxxxx X-00 -- XX
Water Content, Vol. % D-95 -- X.X (X)
Sediment, Wt. % D-473 -- 0.2 (A)
Con Carbon, Wt. % D-189/D-4530 -- 16 (B)
Vanadium, PPM D-2788 -- 300
Ash, Wt. % D-482 -- 0.15(C)
Heating Value,
Btu./Gallon D-240 151,750 * --
Sodium, PPM 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.
* Minimum Contract Term Weighted Average.
(X) XXXXXXXX XX XX XXXXXXXX XXX XXXXXXXX XXXXXXX XX XXXXX XXX
XXXXXXXX XX XXXXXX XX X.X% (XXXXXXXXXX X.X).
(B) Weighted initial contract term average and weighted
average of three consecutive deliveries not to exceed 13%.
(C) Weighted initial contract term average not to exceed .10%.
-27-
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X"
HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES
AND EXCHANGE COMMISSION.
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, degrees API D-287 10.5 25
Flash Point. degrees Xxxxxxxxxx X-00 150 --
Visc. SSF @ 122 degrees Xxxxxxxxxx X-000 35 XXX
Pour Point, degrees Xxxxxxxxxx X-00 -- XXX
Water Content, Vol. % D-95 -- X.X (X)
Sediment, Wt. % D-473 -- 0.2 (A)
Con Carbon, Wt. % D-189/D4530 -- 13 (B)
Vanadium, PPM D-2788 -- 300
Ash, Wt. % D-482 -- 0.15(C)
Heating Value,
Btu./Gallon D-240 147,000 * --
Sodium, PPM 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.
* Minimum Contract Term Weighted Average.
(X) XXXXXXXX XX XX XXXXXXXX XXX XXXXXXXX XXXXXXX XX XXXXX XXX
XXXXXXXX XX XXXXXX XX X.X% (XXXXXXXXXX X.X).
(B) Weighted initial contract term average and weighted
average of three consecutive deliveries not to exceed 10%.
(C) Weighted initial contract term average not to exceed .10%.
-00-
XXXXXXX XXXXXX GAS & ELECTRIC CORPORATION
ATTACHMENT II
WEEKEND AND HOLIDAY PRICING
Posted prices to be used in accordance with Subsections
9.1, 9.2, 9.3 and 9.4 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.
-00-
XXXXXXX 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
-30-
ATTACHMENT III
Attached is ASTM D-473 which is used to determine the percentage
of sediment (by weight) in Crude Oils and Fuel Oils.
Section 10.1 (Note 3) describes a method for converting the
sediment result by weight to a volume result. This is done by
taking the sediment result, dividing it by 2 and multiplying by
the specific gravity of the Fuel Oil.
The result can then be added to the water test result to yield a
result for combined water and sediment (Volume) to compare to
contract limits and, if necessary, adjust the delivered barrels.
Standard Test Method for Sediment in Crude Oils
and Fuel Oils by the Extraction Method
BC-9/CONTRA96
-31-
