[EXHIBIT 10tt TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED 12/31/94]
Contract No. 933003
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
WHEREAS, Algonquin Gas Transmission Company
("Algonquin"), a Delaware Corporation, and
Colonial Gas Company, ("Customer"), entered into a
service agreement dated August 1, 1993, under
Algonquin's Rate Schedule PSS-T;
WHEREAS, the Commission issued an order on July 8,
1994, approving a Stipulation and Agreement filed on
March 1, 1994, as supplemented on April 25, 1994, in
Docket Nos. RP93-14-000, et al. (the "S&A");
WHEREAS, Article III, Section 3 of the S&A provides that
a customer under Rate Schedule PSS-T has the
option of converting such service to service under Rate
Schedule AFT-1;
WHEREAS, Article III, Section 3 of the S&A provides
that such conversion to Part 284 service shall not
affect the rate that the converting customer shall pay,
which shall be the rate the converting customer would
otherwise have paid as a result of the S&A, under its
prior service agreement;
WHEREAS, Customer provided Algonquin with written notice of
its intention to convert to Rate Schedule AFT-1;
NOW, THEREFORE, this Agreement ("Agreement") is made
and entered into this 1st day of November, 1994, by and
between Algonquin and Customer.
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 (MDTQ) 2,222 MMBtu
Maximum Annual Transportation Quantity (MATQ) 811,030 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 on and including 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 specified under
Rate Schedule AFT-1 for service resulting from the
conversion of entitlements under former Rate Schedule
PSS-T, 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 No. 933003 executed by Customer and
Algonquin under Rate Schedule PSS-T dated August 1, 1993.
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: John J. Mullaney/RSH
Title: Vice President, Marketing
COLONIAL GAS COMPANY
By: John P. Harrington
Title: Vice President - Gas Supply
KFG/cl
Exhibit A
Point(s) of Receipt
Dated: November 1, 1994
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 2,222 At any pressure
requested by
Algonquin but not in
excess of 750 Psig.
Signed for Identification
Algonquin: John P. Mullaney/RSH
Customer: John P. Harrington
Exhibit B
Point(s) of Delivery
Dated: November 1, 1994
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 766 200
Sagamore, MA 1,456 200
Signed for Identification
Algonquin: John J. Mullaney/RSH
Customer: John P. Harrington
KFG/cl
[END OF EXHIBIT 10tt TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED 12/31/94]