PRO FORMA EXHIBIT 10.63
MASTER SERVICES CONTRACT
ACCOUNT NO. 18-8888-000-664-1
TAXPAYER I.D. (S)
ORDER CONTROL CODE(S) SO5C
This Contract is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ~BLECTRIC
("Customer") as of the 30th day of JUNE, 1998.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section 1 - Scope
This Contract sets forth the general terms and conditions under
which Utility will provide gas services to Customer pursuant to
the applicable Tariff Rate Schedules and Tariff Rules which have
been filed with the Public Utilities Commission of the State of
California ("CPUC"), as in effect from time to time. Such
services shall be limited to those services specified by Customer
from time to time under Section 2 hereof and for which Customer
qualifies. Service under this Contract shall commence on JULY
1st, 1998 ("Effective Date") and continue thereafter so tong as
one or more of the attached Schedules referenced in Section 2
remain in effect. This Contract shall also remain in effect to
permit any "winding up" occurring thereafter (e.g., billing and
payment reconciliations, correction of gas imbalances, etc.) or to
enforce or satisfy any obligations arising prior to the end of the
Contract.
Section 2 - Applicable Services
Utility offers the following "menu" of gas services:
A. Intrastate Transportation Service. (x)
B. Marketer/Core Aggregator/Use or Pay Aggregator Service. ( )
C. GasSelect Service. ( )
D. Basic Storage Service. ( )
E. Auction Storage Service. ( )
F. Long Term Storage Service. ( )
G. Gas Swap Storage Service. ( )
H. Extended Balancing Storage Service. ( )
I. Other Services: ( )
Form 6597 - Revised 6/22/93 Contract #
Customer has as of the Effective Date requested and agreed to pay
for those services checked above. Utility has determined that
Customer qualifies for such service(s). Additional services my be
requested by Customer from time to time consistent with Utitity's
Tariff Rate Schedules and Tariff Rules and any publicly-announced
bidding, offering or operating procedures of Utility, and this
Contract may be supplemented as appropriate.
The agreement(s) specifying the terms and conditions for any or
all of the above services requested by Customer shall be attached
to the Contract as a "Schedule" (and incorporated herein by
reference) using the alphabetical designation provided above. To
the extent a particular service is not selected initially (or if
terminated subsequently), a Schedule shall be attached stating
that such service is "not applicable." To the extent that for any
reason Customer desires to obtain the above services on a
facility-by-facility basis, separate agreements shall be attached
as separate Schedules and designated, e.g., "Schedule A-1,"
"Schedule A-2," etc., depending on the service applicable.
Although the various services are compiled under this Contract for
administration and other considerations, each service provided by
Utility to Customer is separate and independent from all other
services. Thus, the breach of the agreement for one service under
a Schedule attached hereto shall not result in the breach of, or
excuse performance under, another agreement for another service
attached as a Schedule to this Contract. Likewise, there shall be
no offset between any amounts claimed to be payable or due under
one Schedule against amounts claimed to be payable or due under
another Schedule.
Section 3 - Interpretation
In the event of any conflict between the provisions of this
Contract and the provisions of any Schedule, the provisions of
such Schedule shall be deemed to control; provided, however,
notwithstanding the foregoing, this Contract and the Schedules
attached hereto shall at all times be subject to (a) Utility's
Tariff Rate Schedules and Tariff Rules, (b) all rules,
regulations, decisions and orders of the CPUC, and ~(c) all other
governmental laws, regulations, and decisions (including by a
court) applicable to this Contract and/or the Schedules attached
hereto, as each of the foregoing my be in effect from time to
time.
Section 4- Billing Payments
All bills rendered by Utility shall be paid by Customer within
nineteen (19) days after the billing date to Utitity's depository
specified below (which may be changed by Utility on ten (10) days
prior written notice). One master billing may be made by Utility
for all services provided under this contract (including all
Schedules attached hereto) after 1993 as mutually agreed. Such
billing shall be sent to Customer at the following location:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn : ACCOUNTING SUPERVISOR
Additional copies of billings shall also be sent to the following
facility location(s) of Customer:
SAN DIEGO GAS & ELECTRIC
P.O. BOX 1831
SAN DIEGO, CA 92112-4150
Attn Fuel Supervisor
The parties recognize that billings may be subject to adjustment
in subsequent periods during the term hereof or after the
expiration of this Contract (or any Schedule) to reflect
subsequent reconciliations with the records of interstate
transporters or third parties delivering gas in California for
Customer.
All payments by Customer shall be made for the account of Utility
to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Form 6597 - Revised 6/22/93 2 Contract
<PAGE BREAK>
Section 5 - Notices/Information
All notices, requests or demands by either party shall be given in
writing as specified in the effective Schedules attached hereto
except that notices of changes to Section 4 shall be sent to the
Master Billing Address of Customer for changes in Utility's
depository and to Utility at the address provided below for
changes in the Master Billing Address:
Southern California Gas Company
P.O. BOX 3249
LOS ANGELES, CA 90051-1249
Attn : Ms. Gwen R. Marelli, Wholesale Mkt Sales
Mgr.
Section 6 - Legal Provisions
(A) Interpretation - The interpretation and performance of any
contracts for gas service shall be 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.
(B) Amendment or Modification - Except as required to conform with
California law and the orders, rules and regulations of the Public
Utilities Commission of the State of California (which retains
continuing jurisdiction over this Contract and the Schedules
attached hereto), no amendment or modification shall be made to
this Contract except by an instrument in writing executed by all
parties thereto, and no amendment or modification shall be made by
course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under
this Contract shall operate or be construed as a waiver of any
other default or defaults, whether of a like or different
character.
(D) Damages - No party under this Contract shall be assessed any
special, punitive, consequential, incidental, or indirect damages,
whether in contract or tort, for any actions or inactions arising
from or related to this Contract.
(E) Assignment - This Contract (or any rights or obligations
related thereto) shall not be assigned without the prior written
consent of Utility, which consent shall not be withheld
unreasonably (but Utility may require that any assignee confirm in
writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity
(including a court) issues an order or rule which would result in
the loss of Utitity's Hinshaw Exemption from Federal regulations
if this Contract entered into by Utility remains in effect,
Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to
the extent such matters are covered by Utitity's Tariff Rule 4, as
in effect from time to time.
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed this Contract in two (2) duplicate original copies.
SAN DIEGO GAS & ELECTRIC SOUTHERN CALIFORNIA GAS COMPANY
By <signed> By <signed>
Ms. Gwen R. Marelli
Title: Sr. Vice President-Energy Title: Wholesale Mkt Sales Mgr.
Supply
Exhibit 10.63
Form 6597 - Revised 2/11/93 3 Contract #
MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
ACCOUNT NUMBER 18-8888-000-664-1
This Agreement is entered into by and between Southern California
Gas Company ("Utility")and SAN DIEGO GAS & ELECTRIC ("Customer")
as of the 30th day of JUNE, 1998 . This Agreement shall be
attached to and incorporated as a Schedule in the Master Services
Contract ("MSC") executed by the Parties.
NOW THEREFORE, in consideration of the promises and mutual
undertakings set forth herein, the parties agree as follows:
Section I - Scope
A. Intent
This Agreement sets forth the general terms and conditions under
which Utility will transport gas, or transport and procure gas,
for customer in California pursuant to Utility's applicable Tariff
Rate Schedules and Tariff Rules ("Tariffs") on file with Public
Utilities Commission of the State of California ("CPUC"), as each
are in effect from time to time.
To the extent not inconsistent herewith, the provisions of ~MSC
are incorporated by reference in this agreement. All transmission
services by Utility shall be paid for by Customer at the rates
specified in the applicable Tariffs, except as otherwise specified
herein. Nothing in this Agreement shall be construed as
preventing Utility and Customer from mutually agreeing to
conditions which are more stringent than set forth in the Tariffs.
B. Effective Date/Term
(1) The Effective Date of this Agreement shall be as of 6:00 AM on
JULY 1st, 1998.
(2) The initial term of this Agreement shall end on JULY 1st,
2000.
At the end of the initial term, this Agreement shall continue
thereafter on a month to month basis unless terminated by written
notice from one party to the other given not less than twenty (20)
days prior to the last day of the initial term of any month
thereafter.
Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has
determined that Customer is qualified for transmission services to
the following locations (the data provided will be utilized by
Utility in determinations regarding curtailment) and any special
sequencing of redelivery conditions should be noted in
Section 9(E):
Form 6597-1 - original 1/12/93 Contract #
Facility A
Facility Name: SAN DIEGO GAS % ELECTRIC
Account Number: 18-8888-000-664-1
Address:
SIC Code: 4939 Combination utilities, nec
Mail copy of Bill to this Facility: NO
Supplemental Facility Account Number(s):
N/A
Full Requirements YES (Noncore only)
Facility Customer Contacts
Operations Emergency
Name: Operations Control Name: Scott Ferguson
Title : Supervisor Title : Director,
Gas Department
Address: 3494 E. PICO BLVD. Address: P.O. BOX 1831
LOS ANGELES, CA 90023-3003 SAN DIEGO, CA
92112-4150
Tel. No: 323/266-5938 Tel. No: (619) 549-6503
Fax No : 323/269-5345 Fax No: (619) 549-6522
Customer shall notify Utility in the event of any change in the
gas requirements or notification designations for this facility.
If Customer receives its full requirements under Core Subscription
in the event during any month Customer utilizes gas in excess of
the following monthly scheduled quantity, such usage shall be
treated as reserved capacity for the entire year.
Form 6597-1 - Original 1/12/93 - 2 - Contract # 92820
<Page Break>
Sequence 01
Billing Schedule
Otherwise
Rate Net Transmission Rates Applicable
Schedule Priority Billed Tariff/Negotiated Rate
GT-F11 FIRM N/A -TARIFF-
Term: 2 YEARS
Monthly Scheduled Quantity (Therms)
Jan 31,570,000 Jul 54,080,000
Feb 26,925,000 Aug 52,070,000
Mar 34,813,000 Sep 60,410,000
Apr 40,879,000 Oct 36,080,000
May 52,234,000 Nov 29,310,000
Jun 44,787,000 Dec 30,420,000
Annual Quantity 493,578,000 Use or Pay Aggregator NO
(Only applies to firm rates under partial requirements)
Customer's regular days for operations under this sequence are:
M (X) T (X) W (X) Th (X) F (X) Sat (X) Sun (X)
Form 6597-1 - Original 1/12/93 - 3 - Contract #
<Page Break>
Section 3 - Other Existing Transportation/Exchange Arrangements
(1) Customer has existing intrastate transportation/exchange
arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing
arrangement except:
Section 4 - Transportation Delivery Options
Customers "Order Control Code" (OCC) for gas transportation by
Utility is : SO5C.
A. Transportation Delivery Points
Gas may be delivered to Utility for transportation for Customer's
account at the following interconnection delivery points on
Utility's pipeline facilities.
Gaviota Gas Plant Intertie with SoCalGas near outlet of the
Chevron onshore treating facility
South Coles Levee Intertie with SoCalGas at point near the outlet
of the South Coles Levee Plant
3p Gasoline Extraction Plant Intertie with SoCalGas at Kettleman
Hills
PG and E Intertie with SoCalGas at Kern River Station
El Paso Natural Gas Intertie with SoCalGas at Topock
PG and E Intertie with SoCalGas at Kettleman
PG and E Intertie with SoCalGas at Elk Hills
PG and E Intertie with SoCalGas at Topock
El Paso Natural Gas Intertie with SoCalGas at Blythe
PG and E Intertie with SoCalGas at Elk Pisgah
Transwestern Intertie with SoCalGas at Needles
Carpenteria Gas Plant Intertie with SoCalGas and junction of
Carpenteria Ave. and U.S. Hwy 101
Kern/Mojave Intertie with SoCalGas at Wheeler Ridge
Priority of access to any Delivery Point shall be as set forth in
the Tariffs or as otherwise established by the CPUC.
B. Operations
All nominations, confirmations, and other operating procedures for
transportation services shall be subject to the rules and
conditions established therefor by Utility. Customer shall be
responsible for obtaining, and subject to any liability or loss
regarding, any upstream transportation prior to the receipt of gas
by Utility for Customer's account, except for core and core-
subscription usage. Customer's failure to obtain firm upstream
transportation rights to ensure delivery to Utility shall not be
deemed to be a condition of Force Majeure.
Any deviations from a standard 5 or 7 day week should be noted in
Section 9(E).
Section 5 - Service Interruption Credit
The firm transportation services by Utility under this Agreement
may be subject to the applicable "Service Interruption Credit" as
set forth in Utility's Tariffs.
Section 6 - Billing and Payment
Billing and Payment for services hereunder shall be as provided in
Utility's applicable Tariffs, with payment due from Customer to
Utility not later than 19 days following the date of Utility's
invoice. Any special billing instructions should be noted in
Section 9(E).
Form 6597-1 - Original 1/12/93 - 4 - Contract # 92820
<Page Break>
Section 7 - Imbalances
Utility shall provide Customer with an imbalance service in
connection with transportation of gas hereunder pursuant to Tariff
Rate Schedule G-IMB, as in effect from time to time (or any
successor thereto). Any applicable imbalance charges shall be
charged to Account Number:
For any Customer utilizing the services of a Contracted Marketer,
a summary of transactional activities shall be provided to the
following designated account: N/A.
Section 8 - Transfer of Rights
Subject to Section 9(A), this Agreement and the rights and
obligations hereunder shall only be transferred or assigned with
the prior written consent of Utility which shall not be withheld
unreasonably, provided that any successor first established its
"creditworthiness" and assumes such contractual rights and
obligations in writing.
Section 9 - Miscellaneous
A. Representatives - Customer shall utilize the services of:
(1) Contracted Marketer : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(2) Agent : N/A
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
(3) Use or Pay Aggregator: N/A
Aggregators will automatically be authorized to access Customer's
meter usage. To the extent applicable, appropriate authorization
by Customer (including the the terms and conditions thereof) have
been attached to MSC and are incorporated by reference (as
supplemented from time to time) in this Agreement.
If Customer designates a Marketer or Agent, any communications
made by such Marketer/Agent shall be binding on Customer and shall
prevail in any conflict during the period such authorization
remains in effect. Such authorization shall remain in effect for
the term of this Agreement unless otherwise specified in the
initial authorization, or unless terminated pursuant to
notification received written by the Utility. In order for a
Marketer/Agent to nominate on Customer's behalf, such designated
Marketer/Agent must be so designated by the 20th of month
preceding any particular nomination.
Form 6597-1 - Original 1/12/93 - 5 - Contract #
<Page Break>
B. Contacts/Notices:
All day to day contacts with Customer shall be as specified for
each Facility above. Operating contacts to be used by customer
with Utility shall be:
Operations/Emergency Customer Service
Contact Title: Contact Title:
Gas Transactions Manager Wholesale Mkt Sales Mgr.
Telephone No: (213) 244-3900 Telephone No: (213) 244-3701
Fax No: N/A Fax No: (213) 244-8222
Any written notices from one party to the other affecting this
Agreement shall be sent to the following locations (unless changed
by seven days prior written notice):
Customer Utility
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
P.O. BOX 1831 P.O. BOX 3249
SAN DIEGO, CA 92112 LOS ANGELES, CA 90051-1249
Attn: Attn: MS. Gwen R. Marelli
Title: Fuel Supervisor Title: Wholesale Mkt Sales Mgr.
C. Definitions: All definitions set forth in the Tariffs,
including without Limitation Utility Rule 1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Legal Provisions: The miscellaneous legal
provisions in Section 6 of the MSC are incorporated by reference
herein as if set forth in full, except to the extent such Section
6 is superseded by Utitity's Tariff Rule 4.
E. Special Conditions : The following special conditions of
service are applicable hereto:
This Contract includes account numbers 18-3501-001-951-1 (meter
#8861), 18-3501-001-950-1 (meter #1143), 18-8334-455-952-1 (meter
#8862), and 18-8339-190-603-1 (meter #4024925).
IN WITNESS WHEREOF, the authorized representatives of the parties
have executed two duplicate original copies hereof.
Customer Utility
Name : Name:
SAN DIEGO GAS & ELECTRIC Southern California Gas Company
By: <signed> By: <signed>
Ms. Gwen R. Marelli
Title : Title:
Sr. Vice President-Energy Supply Wholesale Mkt Sales Mgr.
Form 6597-1 - original 1/12/93 - 6 - Contract #