[EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/94]
Contract #: 400505
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
This agreement, made and entered into this 29th day of
August, 1994, 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, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under certain
of Pipeline's rate schedules and related service agreements; and
WHEREAS, pursuant to the Federal Energy Regulatory
Commission's ("Commission") order issued on July 8, 1994, in
Docket Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242,
Algonquin is assigning on a permanent basis certain of its firm
service entitlements on Pipeline to certain of Algonquin's direct
customers; and
WHEREAS, Customer's capacity entitlements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from
Algonquin to Customer;
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 and
of Pipeline's Rate Schedule FSS-1, Pipeline agrees to provide
firm service for Customer under Rate Schedule FSS-1 and to
receive and store for Customer's account quantities of natural
gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 95 dth
Maximum Storage Quantity (MSQ) 18,420 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 307 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule FSS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage.
Pipeline's obligation to withdraw gas on any day is governed by
the provisions of Rate Schedule FSS-1, including but not
limited to Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until
April 30, 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. In addition to Pipeline rights under
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.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FSS-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 FSS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
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 FSS-1, (b)
Pipeline's Rate Schedule FSS-1, pursuant to which service
hereunder is rendered or (c) any provision of the General Terms
and Conditions applicable to Rate Schedule FSS-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 MDIQ, MSQ and MDWQ specified
in Article I, to change the term of the service 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 natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "FSS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "FSS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, subject to Pipeline's
prior written consent, any positive variance between scheduled
deliveries and actual deliveries on any day (i.e. scheduled
deliveries exceed actual deliveries) at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into storage for Customer's account. In
addition to accepting gas for storage injection at the FSS-1
Storage Point, Pipeline will accept gas tendered at points of
interconnection between Pipeline and third party facilities at
Oakford and Leidy Storage Fields provided that such receipt does
not result in Customer tendering aggregate quantities for storage
in excess of the Customer MDIQ.
The natural gas delivered by Pipeline for Customer's account
as a result of storage withdrawal pursuant to this Service
Agreement shall be those quantities scheduled for withdrawal
hereunder and subsequent transportation pursuant to service
agreements between Pipeline and Customer under Rate Schedule CDS,
FT-1, SCT, or IT-1 which specify as a Point of Receipt the "FSS-1
Storage Point". For purpose of billing under Rate Schedules CDS,
FT-1, SCT, or IT-1, withdrawals from storage for subsequent
transportation under Rate Schedules CDS, FT-1, SCT, or IT-1 shall
be deemed to have been received 60% in Market Zone 2 and 40% in
Market Zone 3. In addition to the withdrawal of gas from storage
for delivery through a transportation service on Pipeline's
system, gas may be withdrawn for delivery into the facilities of
third parties at the points of interconnection between Pipeline
and the facilities of such third parties at Oakford and Leidy
Storage Fields provided that such withdrawals do not result in
Customer withdrawing gas in excess of his MDWQ or MSQ. A
separate transportation charge will not be applicable to these
deliveries.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the 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.
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
considered 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
P.O. Box 3064
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.
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:
None
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: Robert B. Evans
Vice President
ATTEST:
Robert W. Reed
COLONIAL GAS COMPANY
By: John P. Harrington
Vice President - Gas Supply
ATTEST:
Timothy A. Clark
[END OF EXHIBIT 10ll TO COLONIAL GAS COMPANY
FORM 10-K FOR THE YEAR ENDED 12/31/94]