[EXHIBIT 10qq TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED DECEMBER 31, 1995]
SERVICE PACKAGE NO. 11290
AMENDMENT NO. 0
FIRM NATURAL GAS TRANSPORTATION AGREEMENT
(For Use Under "NET-Niagara", "NET-Northeast" and "NET-Elgen"
Rate Schedules)
THIS FIRM NATURAL GAS TRANSPORTATION AGREEMENT ("Agreement") is
entered into this 1st day of August, 1995 between TENNESSEE GAS
PIPELINE COMPANY, a Delaware Corporation, herein called
"Transporter", and COLONIAL GAS COMPANY, a MASSACHUSETTS
corporation, herein called "Shipper", pursuant to the following
general terms and representations.
W I T N E S S E T H:
WHEREAS, Transporter owns and operates a natural gas transmission
pipeline system which extends in a northeasterly direction from
its principal sources of supply in Texas and Louisiana through
the States of Texas, Louisiana, Arkansas, Mississippi, Alabama,
Tennessee, Kentucky, West Virginia, Ohio, Pennsylvania, New York,
New Jersey, Massachusetts, New Hampshire, Rhode Island and
Connecticut; and
WHEREAS, Shipper has entered into certain gas purchase contracts
with various producers providing for the sale by such producers
to Shipper of a maximum quantity of 4,000 dekatherms ("Dth") of
natural gas per day and has made arrangements for the delivery of
such natural gas for the account of Shipper to the points listed
in Exhibit A hereto, and
WHEREAS, Shipper and Transporter have entered into a Precedent
Agreement dated December 16, 1988 (the "Precedent Agreement"),
pursuant to which Transporter agreed to file an application with
the Federal Energy Regulatory Commission ("FERC") for the
necessary authorizations to (i) provide firm natural gas
transportation service of a daily quantity not to exceed 4,000
Dth of natural gas, and (ii) construct and operate the facilities
necessary to provide such firm transportation service;
WHEREAS, Transporter has now been authorized by the FERC order
issued on November 14, 1990 in docket Nos. CP89-629-000, et al.,
to render the firm transportation service described herein and to
construct and operate the necessary facilities therefore; and
WHEREAS, Transporter and Shipper wish to set forth herein the
specified terms and conditions under which Transporter will
provide such transportation service to Shipper;
NOW, THEREFORE, in consideration of the promises and of the
mutual agreements herein contained, Transporter and Shipper agree
as follows:
ARTICLE I
DEFINITIONS
1.1 Equivalent Quantity - shall mean, during any given period of
time, a quantity of gas equal to the quantity of gas received
by Transporter for the account of Shipper for transportation
hereunder at the Point(s) of receipt, less quantities for
transport's system fuel and use requirements and gas lost and
unaccounted for associated with this transportation service,
which may be provided by Transporter or Shipper as specified
in Article VIII, Section 4. For purposes of determining an
Equivalent Quantity, quantities of gas shall be stated in
dekatherms and measured on a dry basis.
1.2 Point(s) of Receipt - shall mean those points as specified in
Exhibit A attached hereto at which Transporter shall receive
gas for transportation hereunder, and such other points as
may be agreed to from time to time by both parties.
1.3 Point(s) of Delivery - shall mean those points as specified
on Exhibit A attached hereto at which Transporter shall
deliver gas to Shipper, and such other points as may be agreed
to from time to time by both parties.
1.4 Transportation Quantity - shall mean the maximum daily
quantity of natural gas that Transporter hereby agrees to
receive, subject to Article II herein, for the account of
Shipper at the Point of Receipt during the term of hereof,
which shall be 4,000 Dth, provided that Transporter is under
no obligation to receive a volume in excess of 4,000 Mcf.
ARTICLE II
TRANSPORTATION
2.1 Transportation Service - After receipt and acceptance by
Transporter of all FERC and other authorizations necessary to
provide service hereunder and completion of the facilities
required to provide such service, beginning on the
Commencement Date (as defined in Article VIII, Section 8.1
hereof), Transporter agrees to accept and receive daily, on a
firm basis, at the Point of Receipt, from Shipper such
quantity of gas as Shipper makes available up to the
Transportation Quantity and to transport and deliver for
Shipper to the Point(s) of Delivery an Equivalent Quantity of
gas.
ARTICLE III
3.1 Shipper shall cause the delivery of natural gas to
Transporter at the Point(s) of Receipt to be at pressures
sufficient to enter Transporter's pipeline system.
3.2 Transporter shall cause the delivery of natural gas to
Shipper at the Point(s) of Delivery as nearly as practicable
at Transporter's line pressure, provided that pressure shall
not be less than 100 pounds per square inch gauge.
ARTICLE IV
CONTROL AND BALANCING OF DELIVERIES
The control and balancing of deliveries shall be as provided in
Article III, of the General Terms and Conditions of Transporter's
FERC Gas Tariff Volume No. 1.
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder, the
parties agree to the quality specifications and standards for
measurement provided for in Article II and III of the General
Terms and Conditions of Transporter's FERC Gas Tariff Volume No.
1.
ARTICLE VI
FACILITIES
Transporter shall construct, install own and operate the
facilities, including but not limited to measurement facilities
hot tap, necessary for Transporter to receive and deliver the gas
as contemplated herein for Shipper's account at the Point(s) of
Receipt and the Point(s) of Delivery.
ARTICLE VII
DISPATCHER'S NOTIFICATION
Shipper's dispatcher shall notify Transporter's dispatcher of the
daily volume which Shipper desires Transporter to transport on
any day in the manner set forth in Article III, Section 4 of the
General Terms and Conditions of Transporter's FERC Gas Tariff
Volume No. 1.
ARTICLE VIII
RATES FOR SERVICE
8.1 Transportation Rates - The compensation to be paid by Shipper
to Transporter for the transportation service provided for
herein shall be payable monthly in accordance with Article X
hereof and shall be equal to the sum of the following: (a) the
product of (1) the sum of the Monthly Demand Rates for
Segments 3 and 4 under Transporter's NET-NE Rate Schedule and
(2) the Transportation Quantity, (b) the product of (1) sum
of the Commodity Rates for Segments 3 and 4 under
Transporter's NET-NE Rate Schedule and (2) the quantity of
gas delivered by Transporter to Shipper during the applicable
billing period, and (c) the product of (1) any applicable
surcharges as included in Transporter's effective FERC Gas
Tariff and (2) the quantity of gas delivered by Transporter
to Shipper during the applicable billing period.
References herein to Transporter's NET-NE Rate Schedule shall
include any successor or substitute rate schedules.
8.2 Fuel and Use Quantity - Prior to the Commencement Date (as
defined in Section 8.1 hereof) and from time to time
thereafter Transporter and Shipper shall mutually agree
whether Transporter or Shipper shall supply the fuel required
for transportation hereunder. In the event Transporter and
Shipper agree that Transporter shall supply the fuel required
for fuel and losses ("Fuel and Use Quantity"), Transporter
shall charge Shipper an amount equal to the product of (a)
the amount specified for the cash out of delivery point
imbalances in the 0-5% range under Rate Schedule LMS-MA of
Transporter's FERC Gas Tariff, Volume No. I, and (b) the Fuel
and Use Quantity. Transporter's provision of the fuel
required for transportation hereunder is subject to
termination on 30 days' written notice, at the option of
either Transporter in its sole discretion or Shipper in its
sole discretion. In the event that Transporter does not
provide the Fuel and Use quantity as stated above, then
Shipper shall furnish the quantity of gas required for fuel
and losses. The quantity of gas retained by Transporter for
fuel and losses shall be equal to the quantity of gas
scheduled for delivery to Transporter multiplied by the
applicable percentage shown for Shipper's service in Article
7 of Transporter's NET Rate Schedule.
8.3 Rate Changes - Shipper agrees that Transporter shall have the
unilateral right pursuant to this Article VIII to file and
make effective changes in (a) the rates, charges, and
conditions applicable to service pursuant to the Rate
Schedule under which this service is rendered (b) the rate
schedule(s) pursuant to which service hereunder is rendered,
and/or (c) any provisions of the General Terms and Conditions
of Transporter's FERC Gas Tariff Volume No. 1 as such Tariff
may be revised or replaced from time to time. Transporter
agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted
regulatory authorities for such adjustment of Transporter's
existing FERC Gas Tariff as may be found necessary to assure
Transporter's just and reasonable rates.
NET-EU RATE SCHEDULE
ARTICLE IX
RESPONSIBILITY DURING TRANSPORTATION
As between the parties hereto, it is agreed that from the time
gas is delivered by Shipper to Transporter at the Point of
Receipt and prior to delivery of such gas to or for the account
Shipper at the Point(s) of Delivery, Transporter shall have the
unqualified right to commingle such gas with other gas in its
pipeline system and shall have the unqualified right to handle
such gas as its own.
ARTICLE X
BILLINGS AND PAYMENTS
Transporter and Shipper agree that the obligations of Transporter
and Shipper for billing and payment for the services provided
hereunder shall be in accordance with Articles V and VI of the
General Terms and Conditions of Transporter's FERC Gas Tariff
Volume No. 1.
ARTICLE XI
RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS
This Agreement and all terms and provisions contained or
incorporated herein are subject to the provisions of
Transporter's applicable Rate Schedules and of Transporter's
General Terms and Conditions on file with the FERC, or other duly
constituted authorities having jurisdiction, 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.
ARTICLE XII
TERM OF AGREEMENT
This Agreement shall become effective on the date hereof, and
shall remain in force and effect for a Primary Term extending
through October 31, 2012 and from year to year thereafter. After
the expiration of the Primary Term either party may elect to
terminate this Agreement by giving 12 months prior written notice
of such termination.
ARTICLE XIII
REGULATION
This Agreement shall be subject to all applicable governmental
statutes and all applicable and lawful orders, rules, and
regulations.
ARTICLE XIV
WARRANTY
Shipper warrants that it will at the time of delivery of gas to
Transporter hereunder have good title to and the good right to
deliver all gas so made available. Transporter warrants that it
will, at the time of delivery of gas for the account of Shipper
hereunder, have the right to deliver all such gas. Each party
warrants to the other and such other party's successors and
assigns that the gas covered by its warranty hereunder shall be
free and clear of all liens, encumbrances, or claims against the
warranting party or its affiliates for use of property of such
party or its affiliates. Each party will indemnify the other and
save it harmless from all suits, actions, debts, accounts,
damages, costs, losses, and expenses arising from or out of any
adverse claims regarding title and/or right to delivery of any or
all persons against the indemnifying party and/or to royalties,
taxes, license fees, or charges assessed against such party.
Title to the gas received, transported, and delivered hereunder
shall at all times remain with Shipper and shall not pass to
Transporter; provided that title to the gas delivered by Shipper
hereunder for fuel and use requirements of Transporter as set
forth in Article VIII herein, shall pass to Transporter upon
delivery of said gas to Transporter at the Point(s) of Receipt.
ARTICLE XV
ASSIGNMENTS
15.1 Either party may assign or pledge this Agreement and all
rights and obligations hereunder under the provisions of any
mortgage, deed of trust, indenture, or other instrument which
it has executed or may execute hereafter as security for
indebtedness. Either party may without relieving itself of
its obligations under this Agreement, assign any of its
rights hereunder to a wholly owned affiliate, but otherwise
no assignment of this Agreement or any of the rights or
obligations hereunder shall be made unless there first shall
have been obtained the written consent thereto of the other
party, which consent shall not be unreasonably withheld.
15.2 Any entity which shall succeed by purchase, merger, or
consolidation to the properties, substantially or as an
entirety of either party hereto shall be entitled to the
rights and shall be subject to the obligations of its
predecessor interest under this Agreement.
ARTICLE XVI
MISCELLANEOUS
16.1 Unless otherwise expressly provided for in this
Agreement or Transporter's FERC Gas Tariff, no modification
of or supplement to the terms and provisions hereof shall be
or become effective, except by the execution of supplementary
written consent by both parties.
16.2 No waiver by either party of any one or more defaults by
the other in the performance of any provisions of this
Agreement shall operate or be construed as a waiver of any
future default or defaults, whether of a like or of a
different character.
16.3 Except as herein otherwise provided, any notice,
request, demand, statement, or bill provided for in this
Agreement or any notice which either party may desire to give
to the other shall be in writing and mailed by registered or
certified mail to the post office address of the party
intended to receive the same, as the cause may be, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P.O. Box 2511
Houston, Texas 77252
Attn: Market Services
Invoices: Attn: Gas Accounting
Payments: Attn: Treasury Department
Gas Analysis
and Volume
Statements: Attn: Measurement Department
SHIPPER Colonial Gas Company
40 Market Street
Lowell, Massachusetts 01853
Attn: Scott B. Scholten
Colonial Gas Company
40 Market Street
P.O. Box 3064
Lowell, Massachusetts
01853-3064
Attn: Martin Debruin
or to such other address as either party shall designate by
formal written notice to the other. Routine communications,
including monthly statements and payments, may be mailed by
registered, certified or ordinary mail.
16.4 This Agreement shall be interpreted under the
laws of the State of Texas, without regard to the principles
governing choice of laws.
16.5 Exhibit A attached hereto is incorporated
herein by reference and made a part of this Agreement for all
purposes.
16.6 This Agreement, as of the date hereof, shall
supersede and cancel the Precedent Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed in multiple counterparts as of the date first
hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
By: Byron S. Wright/wdw
Agent and Attorney-in-
Fact
Date: 7/21/95
COLONIAL GAS COMPANY
BY: John P. Harrington
TITLE: Senior Vice President-Gas Supply
DATE: 7/14/95
GAS TRANSPORTATION AGREEMENT
(For Use Under NET-NE Rate Schedule)
EXHIBIT "A"
Amendment #0 to Gas Transportation Agreement
Dated August 1, 1995
Between
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
SHIPPER: COLONIAL GAS COMPANY
EFFECTIVE DATE OF AMENDMENT: AUGUST 1, 1995
RATE SCHEDULE: NET-NE
SERVICE PACKAGE: 11290
MAXIMUM DAILY ELECTED QUANTITY: 4,000 Dth
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE
012181 IROQUOIS-WRIGHT IROQUOIS 05
SMS
020139 COLONIAL- COLONIAL GAS CO MIDDLESEX MA 06
TEWKSBURY MASS
020285 ALGONQUIN-MENDON ALGONQUIN MA 06
METER METER NAME R/D LEG METER-T MINIMUM PRESSURE
012181 IROQUOIS-WRIGHT R 200 4,000
SMS
Total Receipt TQ: 4,000
020139 COLONIAL- D 200 4,000 100 LBS
TEWKSBURY MASS
020285 ALGONQUIN-MENDON D 200 4,000 100 LBS
Total Delivery TQ: 4,000
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 2
NOTE: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
[END OF EXHIBIT 10qq TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED DECEMBER 31, 1995]