[EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
92100
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this 1st day of
August, 1993, by and between Algonquin Gas Transmission Company, a
Delaware Corporation (herein called "Algonquin"), and Colonial Gas
Company, a Massachusetts Corporation (herein called "Customer" whether
one or more persons).
WHEREAS, Algonquin and Customer entered into a Service Agreement
dated December 19, 1991 for service under Rate Schedule AFT-1; and
WHEREAS, Algonquin applied for authority to institute new service
agreements under Rate Schedule AFT-1 as part of its compliance filing
under FERC Order No. 636 in Docket No. RS92-28-000; and
WHEREAS, the Federal Energy Regulatory Commission approved
Algonquin's compliance filing in Docket No. RS92-28-000 by orders dated
February 11, 1993 and May 13, 1993; and
WHEREAS, Algonquin and Customer agree to execute a superseding
service agreement under Rate Schedule AFT-1 to conform with the terms
approved in the Commission's orders in Docket No. RS92-28-000;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of
Algonquin's Rate Schedule AFT-1, Algonquin agrees to receive from or
for the account of Customer for transportation on a firm basis
quantities of natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall not tender
without the prior consent of Algonquin, at any Point of Receipt on
any day a quantity of natural gas in excess of the applicable
Maximum Daily Receipt Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or
in any year a cumulative quantity of natural gas, without the prior
consent of Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity 104 MMBtu
Maximum Annual Transportation Quantity 37,960 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the account of
Customer at the Point(s) of Delivery and Customer agrees to accept
or cause acceptance of delivery of the quantity received by
Algonquin on any day, less the Fuel Reimbursement Quantities;
provided, however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural gas in excess
of the applicable Maximum Daily Delivery Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date set forth
hereinabove and shall continue in effect for a term ending March 31,
2012 ("Primary Term") and shall remain in force from year to year
thereafter unless terminated by either party by written notice one
year or more prior to the end of the Primary Term or any successive
term thereafter. Algonquin's right to cancel this Agreement upon
the expiration of the Primary Term hereof or any succeeding term
shall be subject to Customer's rights pursuant to Sections 8 and 9
of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by Algonquin 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 days
after payment is due; provided Algonquin gives ten 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 Algonquin
of such outstanding bill; provided that Algonquin shall not be
entitled to terminate service pending the resolution of a disputed
bill if Customer complies with the billing dispute procedure
currently on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and
for the availability of such service under Algonquin's Rate Schedule
AFT-1 as filed with the Federal Energy Regulatory Commission and as
the same may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not be more than
the maximum rate under Rate Schedule AFT-1, nor less than the
minimum rate under Rate Schedule AFT-1.
3.2 This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of Algonquin's
applicable rate schedules and of Algonquin's General Terms and
Conditions on file with the Federal Energy Regulatory Commission, or
other duly constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate schedules and
General Terms and Conditions are by this reference made a part
hereof.
3.3 Customer agrees that Algonquin 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 Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to
Rate Schedule AFT-1. Algonquin agrees that Customer may protest or
contest the aforementioned filings, or may seek authorization from
duly constituted regulatory authorities for such adjustment of
Algonquin's existing FERC Gas Tariff as may be found necessary to
assure that the provisions in (a), (b), or (c) above are just and
reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer
hereunder shall be received at the outlet side of the measuring
station(s) at or near the Primary Point(s) of Receipt set forth in
Exhibit A of the service agreement, with the Maximum Daily Receipt
Obligation and the receipt pressure obligation indicated for each such
Primary Point of Receipt. Natural gas to be received by Algonquin for
the account of Customer hereunder may also be received at the outlet
side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer
hereunder shall be delivered on the outlet side of the measuring
station(s) at or near the Primary Point(s) of Delivery set forth in
Exhibit B of the service agreement, with the Maximum Daily Delivery
Obligation and the delivery pressure obligation indicated for each such
Primary Point of Delivery. Natural gas to be delivered by Algonquin for
the account of Customer hereunder may also be delivered at the outlet
side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms
and Conditions of Algonquin's FERC Gas Tariff, any notice, request,
demand, statement, bill or payment provided for in this Agreement, or
any notice which any party may desire to give to the other, shall be in
writing and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post office address of
the parties hereto, as the case may be, as follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, MA 01853
Attn: John P. Harrington
Vice President, Gas Supply
or such other address as either party shall designate by formal written
notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in
accordance with the laws of the Commonwealth of Massachusetts, excluding
conflicts of law principles that would require the application of the
laws of a different jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto.
Service Agreement executed by Customer and Algonquin under Rate Schedule
AFT-1 dated December 19, 1991.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective agents thereunto duly authorized, the day and
year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
Title: Vice President, Gas Supply
Exhibit A
Point(s) of Receipt
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning
Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 104 At any Pressure requested
by Algonquin not in excess
of 750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit A Dated ____________________________
Exhibit B
Point(s) of Delivery
Dated: August 1, 1993
To the Service Agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer) Concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
Bourne, MA 36 200
Sagamore, MA 68 200
Signed for Identification
Algonquin: /s/ John J. Mullaney
Customer: /s/ John P. Harrington
Supersedes Exhibit B Dated ____________________________
[END OF EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]