[EXHIBIT 10oo TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED 12/31/94]
Contract #: 400200
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This agreement, made and entered into this 30th day of
November, 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, there currently exists between Pipeline and
Customer five service agreements under Rate Schedule SS-1
(Pipeline's Contract Nos. 400142, 400143, 400144, 412006 and
400197) which specify an MDWQ of 1,115 dth and an MSQ of 131,686
dth, an MDWQ of 955 dth and an MSQ of 66,850 dth, an MDWQ of
4,381 and an MSQ of 262,860, an MDWQ of 74 and an MSQ of 5,180
and an MDWQ of 27 and an MSQ of 1,890 respectively; and
WHEREAS, Pipeline and Customer desire to enter into one
service agreement under Rate Schedule SS-1 which shall supersede
the five existing Rate Schedule SS-1 service agreements
referenced above; and
WHEREAS, withdrawal rights under the new Rate Schedule SS-1
service agreement are consistent with the existing rights of the
five existing Rate Schedule SS-1 service agreements it
supersedes;
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 SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and
store for Customer's account quantities of natural gas up to the
following quantity:
Maximum Daily Injection Quantity (MDIQ) 2,408 dth
Maximum Storage Quantity (MSQ) 468,466 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 6,552 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule SS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage, and
to deliver for Customer's account such quantities. Pipeline's
obligation to withdraw gas on any day is governed by the
provisions of Rate Schedule SS-1, including but not limited to
Section 6.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
December 1, 1994 and shall continue in force and effect until
April 30, 2013 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.
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 SS-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 SS-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 SS-1, (b) Pipeline's
Rate Schedule SS-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule SS-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 "SS-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 "SS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, at Customer's request
any positive or negative variance between scheduled deliveries
and actual deliveries on any day 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 or withdrawn from storage for
Customer's account. In addition to accepting gas for storage
injection at the SS-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 Point(s) of Delivery at which Pipeline shall deliver gas
shall be specified in Exhibit A of the executed service
agreement.
Exhibit A and B 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 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, Texas 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. 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 Agreements dated June 1, 1993, and
September 9, 1994 between Pipeline and Customer under Pipeline's
Rate Schedule SS-1 (Pipeline Contract Nos. 400142, 400143,
400144, 412006 and 400197).
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:
Susan E. Mousseau
EXHBIT A, POINT(S) OF DELIVERY, DATED NOVEMBER 30, 1994,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
COLONIAL GAS COMPANY ("Customer"),
DATED NOVEMBER 30, 1994:
Maximum
Daily
Point Delivery Delivery Measurement
of Obligation Pressure Responsi-
Delivery Description (dth) Obligation bilities Owner Operator
1. 70087 ALGONQUIN- 2,996 AS REQUESTED TX EAST TX EAST ALGONQUIN
LAMBERTVILLE BY CUSTOMER, TRAN TRAN
NJ HUNTERDON, NOT TO EXCEED
CO., NJ 750 PSIG
2. 71078 ALGONQUIN- 4,671 AS REQUESTED TX EAST TX EAST ALGONQUIN
HANOVER, NH BY CUSTOMER TRAN TRAN
MORRIS CO., NJ NOT TO EXCEED
750 PSIG
3. 79821 AGT-COLONIAL 0 N/A N/A N/A N/A
GAS-FOR
NOMINATION
PURPOSES
provided, however, that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations at each of the Points of Delivery described above, including
Pipeline's maximum daily delivery obligation under this and all other firm
Service Agreements existing between Pipeline and Customer, shall in no event
exceed the following:
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
No. 1 24,042
No. 2 9,854
SIGNED FOR IDENTIFICATION
PIPELINE: Robert B. Evans
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT A DATED:__________________
EXHIBIT B, WITHDRAWAL QUANTITIES, DATED NOVEMBER 30, 1994
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN EASTERN TRANSMISSION CORPORATION ("PIPELINE")
AND COLONIAL GAS COMPANY ("CUSTOMER"), DATED NOVEMBER 30, 1994
Pipeline shall not be obligated to withdraw for Customer on any day
a total daily quantity in excess of the following:
(A) the MDWQ if Customer's Storage Inventory is equal to or less than
468,466 Dth, but more than 154,000 Dth;
(B) a daily entitlement of 5,822 Dth if Customer's Storage Inventory
is equal to or less than 154,000 Dth, but more than 112,100 Dth;
(C) a daily entitlement of 4,932 Dth if Customer's Storage Inventory is
equal to or less than 112,100 Dth, but more than 66,700 Dth;
(D) a daily entitlement of 1,443 Dth if Customer's Storage Inventory
is equal to or less than 66,700 Dth, but more than 29,600 Dth;
(E) a daily entitlement of 838 Dth if Customer's Storage Inventory
is equal to or less than 29,600 Dth.
If at any time during the period from November 16 through April 15 of each
contract year the aggregate storage inventory of all Customers under Rate
Schedule SS-1 equals or is less than 30% of the aggregate MSQ of all
Customers under Rate Schedule SS-1, then for the balance of the period
ending April 15 for such contract year injections into storage or
transfers of title of gas in storage inventory shall not be included in
Customer's Storage Inventory for purposes of determining Customer's daily
withdrawal rights pursuant to this Exhibit B. Pipeline shall notify
Customer verbally and then in writing when the aggregate storage
inventory of all Customers under Rate Schedule SS-1 and/or when Customer's
individual storage inventory equals or is less than 40% and 30% of the
aggregate MSQ or Customer's individual MSQ, respectively.
SIGNED FOR IDENTIFICATION
PIPELINE: Robert B. Evans
CUSTOMER: John P. Harrington
SUPERSEDES EXHIBIT B DATED:_____________
[END OF EXHIBIT 10oo TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED 12/31/94]