[EXHIBIT 10gg TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]
FIRM GAS TRANSPORTATION SERVICE AGREEMENT Rate Schedule FTS
PURSUANT TO SECTION 284, SUBPART "G" or "B" Option SCO Yes [ ]
between KOCH GATEWAY PIPELINE COMPANY, as KGPC, and No [X]
COLONIAL GAS COMPANY, as CUSTOMER
Reference No.: 9580 Contract No.: 16247 Contract Date: December 1, 1993
CUSTOMER CUSTOMER Billing: Primary Term: 3 yrs.
Correspondence:
COLONIAL GAS COMPANY COLONIAL GAS COMPANY Beginning 7:00 A.M. on
40 Market Street 40 Market Street December 1, 1993
Lowell, MA 01852 Lowell, MA 01852 Thru 7:00 A.M. on October 31,
1996
Attn: John P. Attn: John P.
Harrington Harrington
Telephone No. Telephone No. Contract
(508)458-3177 x3440 (508)458-3177 x3440 Maximum Daily Quantity (MDQ)
Fax No. Fax No. 3,310 MMBtu
(508) 459-2314 (508) 459-2314 Contract Rate Type: IV
KGPC's Customer Telephone No. (800)890-0205 Fax No. (713)229-4624
Service Dept:
CUSTOMER's Dispatcher: Telephone No. (508)458-3177 Fax No. (508)459-2314
Joseph P. Murphy x3439
Primary Receipt Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT A --------
(Additional Primary Receipt Points may be continued on
Exhibit A which is hereby incorporated by reference)
Primary Delivery Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT B --------
(Additional Primary Delivery Points may be continued on
Exhibit B which is hereby incorporated by reference)
(ALL POINTS ARE AVAILABLE AS SUPPLEMENTAL RECEIPT AND DELIVERY
POINTS UP TO THE CONTRACT MDQ)
Special Service hereunder is provided pursuant to Section 284
Provisions: either Subpart G or B. Please indicate below as appropriate:
Subpart G [X] Service hereunder is subject to Section 284.223, Title
18, of the Code of Federal Regulations and may not exceed
one hundred twenty (120) days unless the transportation
arrangement herein provided has been authorized under the
prior notice procedures of Section 157.205 of the Code of
Federal Regulations, or
Subpart B [ ] Service hereunder is subject to Section 284.101, Title
18, of the Code of Federal Regulations, and CUSTOMER must
execute Exhibit C and the affidavits attached thereto,
all of which are hereby incorporated by reference and made
a part of this Agreement.
THE STANDARD TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE ARE
INCORPORATED HEREIN BY REFERENCE. IF YOU ARE IN AGREEMENT WITH THE
FOREGOING, PLEASE INDICATE IN THE SPACE PROVIDED BELOW.
KGPC Signature:
Name: R. A. Gafvert Title: President Date:
CUSTOMER Signature:
Name: John P. Harrington Title: Vice President- Date:
Gas Supply
STANDARD TERMS & CONDITIONS
1. CONDITIONS OF SERVICE: Services provided hereunder are subject to
and governed by the applicable rate schedule and the General Terms and
Conditions of KGPC's current tariff, as may be revised from time to
time, or any effective superseding tariff (Tariff) on file with the
Federal Energy Regulatory Commission (FERC). The Tariff is incorporated
by reference. In the event of any conflict between this Agreement and
the Tariff, the Tariff shall govern as to the conflict. KGPC shall have
the right to interrupt service under this Agreement to the extent
permitted by the Tariff.
2. TRANSPORTATION QUANTITY: CUSTOMER may deliver or cause to be delivered
to KGPC at the firm Primary Receipt Point(s) and Supplemental receipt
point(s) and KGPC agrees to accept, at such point(s) for transporta-
tion, daily quantities of natural gas up to the Contract MDQ. KGPC
shall redeliver Equivalent Quantities, as defined in the Tariff, to
CUSTOMER at firm Primary Delivery Points provided herein, and at
Supplemental delivery points as may be determined from time to time.
Should CUSTOMER desire a change in the Contract MDQ, CUSTOMER shall
notify KGPC in writing of the amount of the increase or decrease and
of the date CUSTOMER desires the change to become effective. If KGPC
advises it is not agreeable to the changed quantities of gas requested
in CUSTOMER's notice, the Contract MDQ shall remain unchanged. KGPC
shall review CUSTOMER's request within thirty (30) days subject to the
Tariff. Nothing herein shall require KGPC to install equipment or
facilities.
3. QUALITY AND PRESSURE: The gas received and delivered hereunder shall
be merchantable and of a quality sufficient to meet the Tariff
standards. Gas delivered to KGPC shall be at a delivery pressure
adequate to enter KGPC's facilities and such pressure shall not
exceed the Maximum Allowable Operating Pressure.
4. TERM: This Agreement shall become effective as of 7:00 A.M. on the
beginning Primary Term Date and continue as stated on the face hereof
and month to month thereafter.
5. TERMINATION: Subject to Section 30 of the General Terms and Conditions
of the Tariff, either party may cancel this Agreement effective as of
the end of the Primary Term or any succeeding one (1) month period
by giving written notice to the other at least thirty (30) days prior
to the date on which cancellation is requested. Termination of this
Agreement shall not relieve KGPC and CUSTOMER of the obligation to
correct any volume imbalances, or CUSTOMER to pay money due to KGPC
or KGPC to pay money due to CUSTOMER.
6. TRANSPORTATION CHARGES: CUSTOMER shall be obligated to pay KGPC
monthly for the service provided under this Agreement. CUSTOMER
shall pay KGPC for any transportation of liquid hydrocarbons and
liquefiables. CUSTOMER shall also pay KGPC a Fuel and Company Used
Gas allowance in-kind pursuant to the Tariff. Unless otherwise agreed
to by KGPC and CUSTOMER, charges hereunder will be the maximum rates
specified in the FTS Rate Schedule and/or the FTS Rate Sheet of the
Tariff. KGPC may from time to time elect in writing to collect a
rate lower than that specified in the FTS Rate Schedule of the Tariff.
KGPC shall have no obligation to make refunds to CUSTOMER unless the
maximum rate ultimately established by the FERC for the service covered
hereby is less than the rate paid by CUSTOMER.
7. PAYMENTS: Payment shall be made in compliance with the Tariff.
Payments by check shall be made to the remittance address indicated
on KGPC's invoice. Payment by wire transfer shall be to a bank account
designated by KGPC.
8. WAIVER: 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(s), whether
of a like or different character.
9. APPLICABLE LAW: THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE
STATE OF TEXAS, THE PARTIES AGREE THAT TEXAS' CHOICE OF LAW RULES MAY
NOT BE USED TO DIRECT OR DETERMINE THAT SOME OTHER STATES' LAW SHALL
GOVERN A DISPUTE ARISING UNDER THIS AGREEMENT.
10. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the respective heirs, representatives,
successors and assigns of the parties hereto. Except as provided
in the General Terms and Conditions of the Tariff, neither party may
assign, pledge or otherwise transfer or convey its rights, obligations
or interests hereunder for any purpose without the prior written
consent of the other party, which consent shall not unreasonably be
withheld. Any assignment, pledge, transfer or conveyance in breach of
this provision is voidable by the non-breaching party.
11. FILINGS: Each party shall make and diligently prosecute, all
necessary filings with governmental bodies as may be required for the
initiation and continuation of the transportation service subject to
this Agreement, as well as inform and, upon request, provide copies to
the other party of all filing activities. CUSTOMER shall reimburse
KGPC for all incurred filing fees. KGPC shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (i) the filed rates and charges applicable under
this Rate Schedule, including both the level and design of such rates
and charges; and/or (ii) this Rate Schedule and the General Terms and
Conditions. Customer shall have the right to protest or contest the
aforementioned filings.
12. NOTICES: Routine communications shall be considered delivered when
received by ordinary mail. Communications concerning scheduling,
curtailments, and changes in nominations shall be made via U-NITE or by
fax in the event of failure of KGPC's or the Customer's electronic
communication system. CUSTOMER's Dispatcher on the face hereof shall be
the recipient on a twenty-four (24) hour basis of all notices regarding
scheduling, curtailments, and changes in nominations. Either party
shall immediately notify the other of any changes of the designated
individuals or addresses herein.
All Administration Notices and Accounting Matters:
Koch Gateway Pipeline Company
P. O. Box 1478
Houston, Texas 77251-1478
Attention: Customer Service
Master Contract No.: 16247
EXHIBIT A
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
DECEMBER 01, 1993
RECEIPT POINT(S)
Point(s) of Receipt:
Gas shall be tendered by Customer for transportation hereunder at the
following receipt point(s):
Gathering Charges and
SLN Location Description Maximum Daily Quantity
(A) (B)
10144 The existing interconnection between $.0000 3,310
Transporter and Natural Gas Pipeline Co. of
America near Goodrich, Augustin Viesca, A-77,
Polk County, Texas. SLN 10144/671
Service Agreement MDQ -------
Aggregate Firm Receipt Point MDQ 3,310
=======
Maximum Operating Pressure
Maximum Allowable Operating Pressure (MAOP) is the maximum pressure (psig)
at which a pipeline or segment of a pipeline may be operated according to
federal safety standards defined in Part 192, Title 49, Code of Federal
Regulations or such safety standards, as may be applicable.
Delivery Pressure
Natural gas to be delivered by Customer to Pipeline at any receipt point(s)
shall be at a delivery pressure sufficient to enter Pipeline's facilities,
at a pressure available in Pipeline's facilities in from time to time; but
Customer shall not deliver gas at a pressure in excess of the Maximum
Allowable Operating Pressure (MAOP).
Column Headings
(A) Gathering Charge per MMBtu
(B) Maximum Daily Quantity in MMBtu
END OF EXHIBIT A
26158:0131t
Master Contract No.: 16247
EXHIBIT B
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
DECEMBER 01, 1993
RECEIPT POINT(S)
Point(s) of Receipt:
Gas shall be tendered by Shipper for transportation hereunder at the
following point(s):
Pipeline Charges and
SLN Location Description Maximum Daily Quantity
(A) (B) (C) (D)
2471 The existing interconnection $6.9200 $.0053 $.0025 3,310
between Transporter and Texas Eastern
Transmission Corporation near
Kosciusko, (UGPL to TET), Section 14,
T-13-N, R-7-E, Attala County,
Mississippi. SLN 2471
Service Agreement MDQ -------
Aggregate Firm Receipt Point MDQ 3,310
=======
Shipper shall initially pay the amounts listed above, however, such amounts
are subject to change pursuant to Article VI of this Service Agreement
without the need for this Exhibit B to be amended.
Delivery Pressure
Natural gas to be taken by Shipper from Transporter Delivery Point(s)
shall be at a pressure sufficient to satisfy the pressure requirement
of Texan Eastern at the Delivery Point(s), but not to exceed Koch
Gateway Pipeline Company's Maximum Allowable Operating Pressure (MAOP).
Column Headings
(A) Reservaition Charge per MMBtu
(B) Commodity Rate per MMBtu
(C) Annual Charage Adjustment (ACA)
(D) Maximum Daily Quantity in MMBtu
END OF EXHIBIT B
26159:0132t
[END OF EXHIBIT 10gg TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/93]