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EXHIBIT 10-5A
Contract #:331400
SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
This Service Agreement, made and entered into this 21st day of June,
1995, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and NEW JERSEY NATURAL GAS COMPANY
(herein called "Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, there currently exists between Pipeline and Customer two
service agreements under Rate Schedule FTS-4 (Pipeline's Contract Nos. 330403
and 330875) which specify an MDQ of 5,000 dth and 35,000 dth, respectively; and
WHEREAS, Pipeline and Customer desire to enter into one service
agreement under Rate Schedule FTS-4 which shall supersede the two existing Rate
Schedule FTS-4 service agreements; and
WHEREAS, transportation rights under the new Rate Schedule FTS-4
service agreement are consistent with the existing rights under the two existing
Rate Schedule FTS-4 service agreements it supersedes;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties do covenant and agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FTS-4, Pipeline agrees to deliver on a firm basis for
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 40,000 dth;
provided, however, during the period from April 1 of each calendar year
continuing through October 31 of that year, Customer may not tender, without the
consent of Pipeline, a daily quantity in excess of the product of the
Penn-Jersey Summer Capacity Factor multiplied by 5,000 dth (plus Applicable
Shrinkage) plus the product of the Southern Route Summer Capacity Factor
multiplied by 35,000 dth (plus Applicable Shrinkage).
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(Continued)
Pipeline shall receive for Customer's account, at the Point(s) of
Receipt, for transportation hereunder daily quantities of gas up to Customer's
MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver for
Customer's account, at the Point(s) of Delivery, such daily quantities tendered
up to such Customer's MDQ.
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, as specified in
the executed service agreement. 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 applicable MDQ, as specified in the executed service agreement.
ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall commence on July 1, 1995, and shall
continue in force and effect until December 1, 2008, and from year to year
thereafter unless terminated by either party upon twelve months' prior written
notice. 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.
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.
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to
the applicable provisions of Rate Schedule FTS-4 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 FTS-4 as filed with the Federal
Energy Regulatory Commission and as the same may be hereafter legally amended or
superseded.
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
FTS-4, (b) Pipeline's Rate Schedule FTS-4 pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions applicable to
Rate Schedule FTS-4; provided however, Pipeline shall not have the right without
the consent of Customer 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
service agreement as specified in Article II, to change Point(s) of Receipt
specified in Article IV, to change the Point(s) of Delivery specified in Article
IV or to change the firm character of the service hereunder. Pipeline agrees
that Customer may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such adjustment
of Pipeline's existing FERC Gas Tariff as may be found necessary to assure that
the provisions in (a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
Natural gas to be received by Pipeline for Customer's account for
service hereunder shall be received on the outlet side of the measuring station
at or near the following designated Point(s) of Receipt, and natural gas to be
delivered by Pipeline for Customer's account hereunder shall be delivered at the
outlet side of the measuring stations at or near the following designated
Point(s) of Delivery, in accordance with the Maximum Daily Receipt Obligation
(MDRO) plus Applicable Shrinkage, Maximum Daily Delivery Obligations (MDDO),
receipt and delivery pressure obligations and measurement responsibilities
indicated below for each:
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(Continued)
Maximum Daily Receipt
Point of Receipt Pressure Measurement
Receipt Obligation Obligation Responsibilities
------- ---------- ---------- ----------------
1. A point of 5,000 dth plus At any Pipeline
interconnection applicable pressure
between the shrinkage requested by
facilities of CNG Pipeline not
Transmission to exceed
Corporation and the maximum
Pipeline at the allowable
Xxxxx Storage Field operating
in Potter County, pressure
Pennsylvania
(Pipeline's M&R No.
75931)
2. A point of 35,000 dth plus At any Pipeline
interconnection applicable pressure
between the shrinkage requested by
facilities of CNG Pipeline not
Transmission to exceed
Corporation and the maximum
Pipeline at allowable
Pipeline's operating
Compressor Station pressure
23 (Chambersburg) in
Franklin County,
Pennsylvania
(Pipeline's M&R No.
79923)
Maximum Daily Delivery
Point of Delivery Pressure Measurement
Delivery Obligation Obligation Responsibilities
-------- ---------- ---------- ----------------
1. In Middlesex County, 40,000 dth 350 psig Pipeline
New Jersey and
designated by
Pipeline as
Measuring Station
70953
further provided, however, that, until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery obligation at
the point of delivery described above, including Pipeline's maximum daily
delivery obligations under this and all other Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
Point of Aggregate Maximum Daily
Delivery Delivery Obligation
-------- -------------------
No. 1 314,863 dth
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(Continued)
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. Customer agrees that in the event Customer tenders
for service hereunder and Pipeline agrees to accept natural gas which does not
comply with Pipeline's quality specifications, as expressly provided for in
Section 5 of Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to comply with such
quality specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this Service Agreement, or any notice
which any party may desire to give to the other, shall be in writing and shall
be considered as duly delivered when mailed by registered,
certified, or regular mail to the post office address of the parties hereto,
as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
(b) Customer: New Jersey Natural Gas Company
0000 Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxx, Xxx Xxxxxx 00000
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation
to the properties, substantially as an entirety, of Customer, or of Pipeline, as
the case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture,
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(Continued)
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.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date
of this Service Agreement, the contract(s) between the parties hereto as
described below:
Service Agreement dated _______________, between Pipeline and
Customer under Pipeline's Rate Schedule FTS-4 (Pipeline's
Contract Nos. 330403 and 330875)
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SERVICE AGREEMENT
FOR RATE SCHEDULE FTS-4
(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
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Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
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XXXXXX X. XXXX
CORPORATE SECRETARY
NEW JERSEY NATURAL GAS COMPANY
By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Senior Vice President-Gas Supply
ATTEST:
/s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Senior Vice President &
General Counsel
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