[EXHIBIT 10cc TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 400144
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 1st day of
June, 1993, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and COLONIAL GAS COMPANY (herein called "Customer," whether one
or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required
Pipeline to restructure Pipeline's services to reflect compliance
with Order Nos. 636, 636-A, and 636-B (collectively hereinafter
referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015)
and order issued April 22, 1993 (63 FERC P61,100), the Federal
Energy Regulatory Commission accepted Pipeline's revised tariff
sheets filed in compliance with Order No. 636 to become effective
June 1, 1993, subject to certain conditions set forth in the
April 22, 1993 order; and
WHEREAS, Algonquin Gas Transmission Company ("Algonquin")
made its final Order No. 636 service elections on May 3, 1993
pursuant to the April 22, 1993 order and Pipeline filed revised
tariff sheets to become effective June 1, 1993 in compliance with
the April 22, 1993 order; and
WHEREAS, Customer is also a customer of Algonquin; and
WHEREAS, Algonquin, in compliance with Order No. 636 and
Federal Energy Regulatory Commission orders issued in Docket No.
RS92-28, is assigning its firm service rights on Pipeline
directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of
Algonquin's service rights being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this
Service Agreement to reflect the assignment of Algonquin's
service rights to Customer;
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 SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and
store for Customer's account quantities of natural gas up to the
following quantity:
Maximum Daily Injection Quantity (MDIQ) 1,351 dth
Maximum Storage Quantity (MSQ) 262,860 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 4,381 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule SS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage, and
to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule SS-1, including but not limited to
Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1,
1993 and shall continue in force and effect until 04/30/2012 and
year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may
be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date
of any year occurring on or after the expiration of the primary
term. 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 bill 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 bill
or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-1 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 SS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
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 SS-1, (b) Pipeline's
Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule SS-1. Notwithstanding the foregoing,
Customer does not agree that Pipeline shall have the unilateral
right without the consent of Customer subsequent to the execution
of this Service Agreement and Pipeline shall not have the right
during the effectiveness of this Service Agreement to make any
filings pursuant to Section 4 of the Natural Gas Act to change
the MDIQ, MSQ and MDWQ 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,
and Customer does not waive any rights it may have with respect
to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "SS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "SS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, at Customer's request
any positive or negative variance between scheduled deliveries
and actual deliveries on any day at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into or withdrawn from storage for
Customer's account. In addition to accepting gas for storage
injection at the SS-1 Storage Point, Pipeline will accept gas
tendered at points of interconnection between Pipeline and third
party facilities at Oakford and Leidy Storage Fields provided
that such receipt does not result in Customer tendering aggregate
quantities for storage in excess of the Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver gas
shall be specified in Exhibit A of the executed service
agreement.
Exhibit A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the 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, bill 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 con
sidered 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
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: COLONIAL GAS COMPANY
P O BOX 3064
40 MARKET STREET
LOWELL, MA 01853
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,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
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:
NONE
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: Diane T. Tom
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President, Gas Supply
ATTEST:
Phyllis G. Semenchuk
EXHIBIT A, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
70087 ALGONQUIN- 1,881 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ, NOT TO EXCEED
HUNTERDON CO., NJ 750 PSIG
71078 ALGONQUIN- 2,500 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NH BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligation under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
EXHIBIT A, POINT(S) OF DELIVERY (Continued)
COLONIAL GAS COMPANY
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 21,318
No. 2 9,418
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________________
[END OF EXHIBIT 10cc TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]