SERVICE AGREEMENT between TRANSCONTINENTAL GAS PIPE LINE CORPORATION and SOUTH JERSEY GAS COMPANY
Exhibit
10(e)(xi)
between
TRANSCONTINENTAL
GAS PIPE LINE CORPORATION
and
SOUTH
JERSEY GAS COMPANY
THIS
AGREEMENT entered into this 27th
day of
June, 2005, by and between TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a
Delaware corporation, hereinafter referred to as "Seller," first party, and
SOUTH JERSEY GAS COMPANY, a New Jersey corporation, hereinafter referred to
as
"Buyer," second party,
W
I T N E
S S E T H
WHEREAS,
by
order issued February 10, 2005 in Docket No. CP04-396-000, the Federal Energy
Regulatory Commission (“FERC”) has authorized Seller’s Central New Jersey
Expansion Project (“Project”); and
WHEREAS,
Buyer
has requested firm transportation service under the Project for 105,000
dekatherms of gas per day from the receipt point(s) specified in Exhibit A
hereto to the delivery point(s) specified in Exhibit B hereto; and
WHEREAS,
Seller
is willing to provide the requested firm transportation service for Buyer under
the Project pursuant to the terms of this Service Agreement and subject to
the
satisfaction of any applicable conditions set forth in the FERC’s order
approving the Project.
NOW,
THEREFORE,
Seller
and Buyer hereby agree as follows:
ARTICLE
I
GAS
TRANSPORTATION SERVICE
1. Subject
to the terms and provisions of this agreement and of Seller's Rate Schedule
FT,
Buyer agrees to deliver or cause to be delivered to Seller gas for
transportation and Seller agrees to receive, transport and redeliver natural
gas
to Buyer or for the account of Buyer, on a firm basis, up to a Transportation
Contract Quantity ("TCQ") of 105,000 dt per day.
2. Transportation
service rendered hereunder shall not be subject to curtailment or interruption
except as provided in Section 11 and, if applicable, Section 42 of the General
Terms and Conditions of Seller's FERC Gas Tariff.
ARTICLE
II
POINT(S)
OF RECEIPT
Buyer
shall deliver or cause to be delivered gas at the point(s) of receipt hereunder
at a pressure sufficient to allow the gas to enter Seller's pipeline system
at
the varying pressures that may exist in such system from time to time; provided,
however, the pressure of the gas delivered or caused to be delivered by Buyer
shall not exceed the maximum operating pressure(s) of Seller's pipeline system
at such point(s) of receipt. In the event the maximum operating pressure(s)
of
Seller's pipeline system, at the point(s) of receipt hereunder, is from time
to
time increased or decreased, then the
maximum
allowable pressure(s) of the gas delivered or caused to be delivered by Buyer
to
Seller at the point(s) of receipt shall be correspondingly increased or
decreased upon written notification of Seller to Buyer. The point(s) of receipt
for natural gas received for transportation pursuant to this agreement shall
be:
See
Exhibit A, attached hereto, for points of receipt.
ARTICLE
III
POINT(S)
OF DELIVERY
Seller
shall redeliver to Buyer or for the account of Buyer the gas transported
hereunder at the following point(s) of delivery and at a pressure(s)
of:
See
Exhibit B, attached hereto, for points of delivery and pressures.
ARTICLE
IV
TERM
OF
AGREEMENT
This
agreement shall be effective as of the later of November 1, 2005 or the date
that all of Seller’s Project facilities necessary to provide firm service to
Buyer have been constructed and are ready for service as determined in Seller’s
sole opinion and shall remain in force effect for a primary term of twenty
(20)
years and thereafter until terminated by Seller or Buyer upon at least one
(1)
year prior written notice; provided, however, this agreement shall terminate
immediately and, subject to the receipt of necessary authorizations, if any,
Seller may discontinue service hereunder if (a) Buyer, in Seller's reasonable
judgment fails to demonstrate credit worthiness, and (b) Buyer fails to provide
adequate security in accordance with Section 32 of the General Terms and
Conditions of Seller's Volume No. 1 Tariff. As set forth in Section 8 of Article
II of Seller's August 7, 1989 revised Stipulation and Agreement in Docket Nos.
RP88-68 et. al., (a) pregranted abandonment under Section 284.221(d) of the
Commission's Regulations shall not apply to any long term conversions from
firm
sales service to transportation service under Seller's Rate Schedule FT and
(b)
Seller shall not exercise its right to terminate this service agreement as
it
applies to transportation service resulting from conversions from firm sales
service so long as Buyer is willing to pay rates no less favorable than Seller
is otherwise able to collect from third parties for such
service.
ARTICLE
V
RATE
SCHEDULE AND PRICE
1. Buyer
shall pay Seller for natural gas delivered to Buyer hereunder in accordance
with
Seller's Rate Schedule FT and the applicable provisions of the General Terms
and
Conditions of Seller's FERC Gas Tariff as filed with the Federal Energy
Regulatory Commission, and as the same may be legally amended or superseded
from
time to time. Such Rate Schedule and General Terms and Conditions are by this
reference made a part hereof. In the event Buyer and Seller mutually agree
to a
negotiated rate pursuant to the provisions in Section 53 of the General Terms
and Conditions and specified term for the service hereunder, provisions
governing such negotiated
rate (including surcharges) and term shall be set forth on Exhibit C to the
service agreement.
2. Seller
and Buyer agree that the quantity of gas that Buyer delivers or causes to be
delivered to Seller shall include the quantity of gas retained by Seller for
applicable compressor fuel, line loss make-up (and injection fuel under Seller's
Rate Schedule GSS, if applicable) in providing the transportation service
hereunder, which quantity may be changed from time to time and which will be
specified in the currently effective Sheet No. 44 of Volume No. 1 of this Tariff
which relates to service under this agreement and which is incorporated
herein.
3. In
addition to the applicable charges for firm transportation service pursuant
to
Section 3 of Seller's Rate Schedule FT, Buyer shall reimburse Seller for any
and
all filing fees incurred as a result of Buyer's request for service under
Seller's Rate Schedule FT, to the extent such fees are imposed upon Seller
by
the Federal Energy Regulatory Commission or any successor governmental authority
having jurisdiction.
ARTICLE
VI
MISCELLANEOUS
1. This
Agreement supersedes and cancels as of the effective date hereof the following
contract(s) between the parties hereto: None
2. No
waiver
by either party of any one or more defaults by the other in the performance
of
any provisions of this agreement shall operate or be construed as a waiver
of
any future default or defaults, whether of a like or different
character.
3. The
interpretation and performance of this agreement shall be in accordance with
the
laws of the State of Texas, without recourse to the law governing conflict
of
laws, and to all present and future valid laws with respect to the subject
matter, including present and future orders, rules and regulations of duly
constituted authorities.
4. This
agreement shall be binding upon, and inure to the benefit of the parties hereto
and their respective successors and assigns.
5. Notices
to either party shall be in writing and shall be considered as duly delivered
when mailed to the other party at the following address:
(a) If
to
Seller:
Transcontinental
Gas Pipe Line Corporation
X.X.
Xxx
0000
Xxxxxxx,
Xxxxx, 00000
Attention:
Marketing Services
(b) If
to
Buyer:
South
Jersey Gas Company
0
Xxxxx
Xxxxxx Xxxxx
Xxxxxx,
Xxx Xxxxxx 00000
Attention:
Sr. Vice President, Gas Supply
Such
addresses may be changed from time to time by mailing appropriate notice thereof
to the other party by certified or registered mail.
IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be signed
by
their respective officers or representatives thereunto duly
authorized.
TRANSCONTINENTAL
GAS PIPE LINE CORPORATION
(Seller)
By:
/s/ Xxxx X. Xxxxx,
III
Xxxx
X. Xxxxx, III
Director - Customer Services
SOUTH
JERSEY GAS
COMPANY
(Buyer)
By:
/s/ Xxxxxxx X.
XxXxxx
Xxxxxxx
X. XxXxxx
Senior
Vice Pres. , Gas Supply and
Delivery
EXHIBIT
A
ATTACHED
AND MADE PART OF THE SERVICE AGREEMENT BY AND BETWEEN TRANSCONTINENTAL GAS
PIPE
LINE CORPORATION, AS SELLER, AND SOUTH JERSEY GAS COMPANY, AS BUYER, DATED
__________________________, 2005.
|
Point(s)
of Receipt
|
Maximum
Daily Quantity (dt/day)1
|
|
Pooling
Station 210 at the existing Point of
|
105,000
|
|
Interconnection
between Seller’s Xxxxx Line
|
|
|
and
Seller’s Mainline in Xxxxxx County,
|
|
|
New
Jersey.
|
EXHIBIT
B
ATTACHED
AND MADE PART OF THE SERVICE AGREEMENT BY AND BETWEEN TRANSCONTINENTAL GAS
PIPE
LINE CORPORATION, AS SELLER, AND SOUTH JERSEY GAS COMPANY, AS BUYER, DATED
__________________________, 2005.
|
Point(s)
of Delivery and Pressure
|
Maximum
Daily Quantity (dt/day) 1
|
|
|
Proposed
“Repaupo Meter Station” to be
|
105,000
|
|
|
located
adjacent to Seller’s Woodbury line
|
||
|
in
the City of Repaupo in Xxxxx Township,
|
||
|
Gloucester
County, New Jersey.
|
||
1
These quantities do not include
the
additional quantities of gas to be retained by Seller for compressor fuel
and
line loss make-up. Therefore, Buyer also shall deliver or cause to be delivered
at the receipt point such additional quantities of gas to be retained by
Seller
for compressor fuel and line loss make-up.
2
Deliveries to or for the account
of
Buyer at the delivery point shall be subject to the limits of the Delivery
Point
Entitlement (DPE’s) of the entities receiving the gas at the delivery point, as
such DPE’s are set forth in Seller’s FERC Gas Tariff, as amended from time to
time.
