[EXHIBIT 10ii TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
Contract #: 330211
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service 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, Customer 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;
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, of
Pipeline's Rate Schedule FT-1, and of the General Terms and
Conditions, transportation service hereunder will be firm.
Subject to the terms, conditions and limitations hereof and of
Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 52 dth
Pipeline shall receive for Customer's account, at those points
on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms
and Conditions (hereinafter referred to as Point(s) of Receipt)
for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall
transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available
to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery),
such daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion,
receive at any Point of Receipt on any day a quantity of gas in
excess of the applicable Maximum Daily Receipt Obligation (MDRO),
plus Applicable Shrinkage, but shall not receive in the aggregate
at all Points of Receipt on any day a quantity of gas in excess
of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall
not deliver in the aggregate at all Points of Delivery on any day
a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under
this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment
Capacity Entitlements scheduled to meet Customer's MDQ, for
Customer's account, as requested on any day.
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 10/31/2012 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.
Any portions of this Service Agreement necessary to correct or
cash-out imbalances under this Service Agreement as required by
the General Terms and Conditions of Pipeline's FERC Gas Tariff,
Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FT-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
FT-1 as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
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 FT-1, (b) Pipeline's Rate
Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable
to Rate Schedule FT-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 MDQ specified in Article I, to change the term of the
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 Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service
agreement. Customer's Zone Boundary Entry Quantity and Zone
Boundary Exit Quantity for each of Pipeline's zones shall be
specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C 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 to the quality specifications set forth in
Section 5 of Pipeline's 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. Customer
shall execute or cause its supplier to execute, if such supplier
has retained processing rights to the gas delivered to Customer,
the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the
processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to
the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered
for transportation hereunder.
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, TX 77056-5310
(b) Customer: COLONIAL GAS COMPANY
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:
Service Agreement(s) dated, 12/19/1991 between Pipeline and
Customer under Pipeline's Rate Schedule FTS-5 (Pipeline's
Contract No. 200211).
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, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND COLONIAL GAS COMPANY ("Customer"),
DATED JUNE 1, 1993:
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
72822 CNG, N. Summit 52 dth TETCO TETCO CNG
Storage Fayette
Co., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
M2 to M3 52
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________
EXHIBIT B, POINT(S) OF DELIVERY, DATED JUNE 1, 1993,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-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- 52 AT ANY TX EAST TX EAST ALGONQUIN
LAMBERTVILLE PRESSURE TRAN TRAN
NJ, REQUESTED BY
HUNTERDON CO., NJ CUSTOMER,
PROVIDED, HOWEVER,
THE MAXIMUM
DELIVERY PRESSURE
SHALL NOT EXCEED
750 POUNDS PER
SQUARE INCH GAUGE
79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
SIGNED FOR IDENTIFICATION
PIPELINE:_____________________
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:__________________
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY
EXIT QUANTITY, DATED JUNE 1, 1993, TO THE SERVICE AGREEMENT UNDER
RATE SCHEDULE FT-1 BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION
("Pipeline") AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED
JUNE 1, 1993:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
FROM M2 TO M3: 52
EXHIBIT C (Continued)
COLONIAL GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
FROM M2 TO M3: 52
SIGNED FOR IDENTIFICATION:
CUSTOMER: John P. Harrington
SUPERCEDES EXHIBIT C DATED:_________________
[END OF EXHIBIT 10ii TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]