[EXHIBIT 10yy TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]
0003-LG
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
This Agreement ("Agreement") is made and entered into this 15th
day of September, 1993, by and between Algonquin Gas Transmission
Company, a Delaware Corporation (herein called "Algonquin"), and
Colonial Gas Company (herein called "Customer" whether one or
more persons).
W I T N E S S E T H :
WHEREAS, under the superseded Rate Schedule T-LG, Algonquin
transported gas received by displacement from Providence Gas
Company ("Providence Gas"), which delivery by Providence Gas was
accomplished by physical deliveries to Providence Gas from the
storage facilities of Algonquin LNG, Inc. in Providence, Rhode
Island; and
WHEREAS, as a result of restructuring under Order No. 636,
Rate Schedule T-LG has been superseded and replaced by service
under Rate Schedule AIT-1 with the quantities being treated as
"old interruptible service" for purposes of scheduling of service
under Section 23 of the General Terms and Conditions;
NOW, THEREFORE, in consideration of the premises and mutual
agreements, herein contained, Algonquin and Customer 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 AIT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on an interruptible basis quantities
of natural gas tendered by Customer on any date 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, in excess of the following
quantities of natural gas plus the applicable Fuel
Reimbursement Quantities:
The Maximum Daily Transportation Quantity which, on any
day, shall be equal to (i) the sum of the Maximum Daily
Transportation Quantities for service under Customer's
existing service agreements under firm rate schedules
in Algonquin's FERC Gas Tariff minus (ii) the total
quantity of gas actually scheduled for delivery to
Customer under such rate schedules and the Backup
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE I
SCOPE OF AGREEMENT
(Continued)
Portion of Storage Demand under former Rate Schedules
STB and SS-III on that day, as applicable. Customer's
Maximum Daily Receipt Obligation shall equal Customer's
Maximum Daily Transportation Quantity for each day;
provided, however, that only quantities received by
displacement from Providence Gas at the Providence
Point of Receipt shall be treated as "old interruptible
service" under Section 23.1 of the General Terms and
Conditions; and
The Maximum Annual Transportation Quantity, which is
equal to the yearly aggregate of Customer's Maximum
Daily Transportation Quantity.
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 Quantity; 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 ("MDDO"). Customer's MDDO for each such
Point of Delivery on any day shall be equal to (i) the
sum of the MDDOs set forth in Customer's existing
service agreements under firm rate schedules in
Algonquin's FERC Gas Tariff minus (ii) the total
quantity of gas actually scheduled for delivery to
Customer at each such Point of Delivery under such rate
schedules and the Backup Portion of Storage Demand
under former Rate Schedules STB and SS-III, as
applicable, on that day.
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 May 31, 1994 ("Primary Term") and shall
remain in force from month to month 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.
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE II
TERM OF AGREEMENT
(Continued)
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 AIT-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
AIT-1, nor less than the minimum rate under Rate
Schedule AIT-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 AIT-1, (b) Algonquin's Rate
Schedule AIT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AIT-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.
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
ARTICLE IV
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 V
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 VI
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 T-LG dated November 1, 1984.
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 10yy TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDING 12/31/93]