MASTER SERVICES CONTRACT Exhibit 10.61
SCHEDULE J
TRANSACTION BASED STORAGE SERVICE AGREEMENT
THIS TRANSACTION BASED STORAGE SERVICE AGREEMENT ("Agreement")
is entered into as of the 4th day of November, 1998, by and
between Southern California Gas Company ("Utility") and San Diego
Gas & Electric Company ("Service User") and sets forth the terms
and conditions under which Utility will provide storage services
to Service User. This Agreement shall be attached to and
incorporated as Schedule J to the Master Services Contract
("MSC") entered into by the parties.
SECTION 1 - STORAGE SERVICES
(a) For the Time Period for Service indicated below (the "Service
Period"), Utility shall provide Service User with the storage
services set forth below. This Agreement and the rights
established herein shall be subject to the terms and conditions of
Utility's Tariff Rate Schedule G-TBS and other applicable Tariff
Rules hereto from time to time (including, without limitation, the
definitions in Utility's Tariff Rule No. 1).
Storage Maximum Firm or Time Period for Service
Services Quantity As-Available ("Service Period")
Inventory 6,000,000 (Dth) Firm, 4/1/99 to 3/31/00
Injection 28,037 (Dth/day) Firm 4/1/99 to 10/31/99
Withdrawal 225,000, (Dth/day) Firm 11/1/99 to 3/31/00
(b) All gas to be stored under this Agreement must be delivered
by Service User to Utility system at the California border during
the period from April 1, 1999 to March 31, 2000, subject, however,
to Utility system constraints. Withdrawals must be completed by
March 31, 1999 .
(c) If storage injection and withdrawal services are offered
hereunder on an "as-available" basis, such services may be
temporarily restricted in accordance with Utility Tariff Rule
23.C.1.(4), Utility Tariff Rule 30.F.2 and G, and G-IMB Special
Conditions 3.
(d) Upon Service User's request for withdrawal, Utility will re-
deliver all gas stored by Service User under this Agreement at the
California border or other mutually agreed upon locations.
(e) Other: Service User has multiple cycling rights.
SECTION 2 - RESERVATION AND STORAGE CHARGES
Service User agrees to pay to Utility the following charges:
Variable Storage Charges
Storage Quantity Unit Reservation In-Kind O&M Injection
Services (Dth) Charges Fuel or Withdrawal
Inventory 6,000,000 (Dth) 0.21 $/(Dth)
Injection 28,037 (Dth/day) 0.10554 $/(Dth) 2.44% 0.0302$/(Dth)
Withdrawal 225,000 (Dth/day) 13.306, $/(Dth/day) 0.0235$/(Dth)
Other charges: The inventory, injection, and withdrawal
reservation charges are adjusted effective April 1, 1999 with
their percentage change equal to the percentage change of the
Coinsumer Price Index - All Urban Consumbers ("CPI") for
September as published by the Bureau of Labor Statistics of the
United States Department of Labor in December. The percentage
change is detemined by subtracting the previous Septmeber CPI from
the latest September CPI and dividing the result by the previous
September CPI. Injection variable charges (in-kind and O&M) apply
april through November. Withdrawal variable chargesm (O&M) apply
November through March. Variable charges are set by the G-TBS
tariff.
SECTION 3 - TRANSMISSION CHARGES
Service User agrees to pay Utility all applicable transportation
charges incurred to move gas to Utility system, including the
Wheeler Ridge access fee, if applicable.
Other transportation charges and conditions: All gas delivered
for injection (less in-kind fuel) shall be assessed a transmission
charge of $0.567 per deatherm and all gas withdrawn shall receive
a credit of $0.567 per decatherm. The transmission charge and
credit shall also apply to gas injected or withdrawn through
imbalance trading or through a transfer with another storage
account.
SECTION 4 - BILLING AND PAYMENT
(a) All reservation charges shall be billed by Utility and paid
by Service User in equal monthly installments over the Service
Period of this Agreement. Provided, however, that if Service User
is not an end-use customer of Utility, 25% of the reservation
charges shall be paid to Utility prior to the commencement of the
Service Period and the balance shall be billed and paid in equal
monthly installments over the Service Period. All other charges
shall be billed and paid as the applicable services are provided.
(b) All bills shall be timely paid. In addition to any remedies
provided under Utility's Tariff Rate Schedules and Tariff Rules,
in the event that Service User fails to timely pay any amounts due
hereunder and such amounts are not paid in full within seven (7)
days following notice by Utility that such payment is in arrears,
Utility may, without any additional notice, immediately suspend
service hereunder until Service User pays all amounts due.
(c) In the event of a billing dispute, the bill must be paid in
full by Service User pending resolution of the dispute. Such
payment shall not be deemed a waiver of Service User's right to a
refund. All bills shall be sent to Service User as specified
below in Section 5 (a).
SECTION 5 - MISCELLANEOUS
(a) Notices - All notices and requests under this Agreement shall
be deemed to have been duly given if sent by facsimile (fax)
properly addressed, as with confirming original copy thereof being
sent by postage prepaid, certified mail properly addressed, as
following:
SERVICE USER UTILITY
Operating Matters
Contact Name: Contact Name:
Lonnie Mansi Gas Transactions Hotline
Contact Title: Contact Title:
Natural Gas Scheduler Gas Transactions & Operations
Fax No.: (619) 650-6169 Fax No.: (213) 244-3900
Telephone: (619) 650-6192 Telephone: (213) 244-8281
Billing Matters
Contact Name: Contact Name:,
Mike G. Strong Susana Santa Maria
Contact Title: Contact Title:
Manger, Entergy Restructuring Billing Analyst
& Entergy Accounting
Fax No.: (619) 650-6170 Fax No.: (213) 244-4337
Telephone: (619) 650-6192 Telephone: (213) 244-8449
Contract Matters
Contact Name: Contact Name:
Carl Funke Gwoon Tom
Contact Title: Contact Title:
Sr. Energy Administrator Storage Products Manager
Fax No.: (619) 650-6170 Fax No.: (213) 244-3692
Telephone: (619) 650-6192 Telephone: (213) 244-8645
Either party may change its designation set forth above by giving
the other party at least seven (7) days prior written notice.
(b) Governing Law - This Agreement shall be construed in
accordance with the laws of the State of California and the
orders, rules and regulations of the Public Utilities Commission
of the State of California in effect from time to time.
(c) Credit Worthiness - From time to time, as is deemed
necessary, Utility may request that Service User furnish Utility
with all relevant information or data to establish Service User's
credit worthiness, including, without limitation, financial
statements of Service User which are audited or otherwise attested
to Utility's satisfaction. Following review of such information,
Utility may require that Service User supply additional assurance
as may be necessary to establish Service User's ongoing financial
ability to perform under this Agreement during the Term,
including, without limitation, contractual guarantees or financial
instruments such as letters of credit.
(d) Limited Storage Liability - Utility shall not be responsible
for any loss of gas in storage, including, without limitation,
losses due to the inherent qualities of gas (including leakage and
migration) or due to physical or legal inability to withdraw gas
from storage, unless such loss is caused by failure of Utility to
exercise the ordinary care and diligence required by law. In the
event of any such loss, the portion of such loss which is
attributable to Service User shall be determined based on Service
User's pro rata share of the total recoverable working gas
inventory in Utility's storage facilities at the time of the loss.
(e) Incorporated Provisions - The provisions of Section 6 of the
MSC are incorporated by reference herein as if set forth in full
herein, except to the extent such Section 6 is superseded by
Utility's Tariff Rule 4.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two (2) duplicate original copies of this Agreement
as of the date first written above.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By By
Title: Title: