[EXHIBIT 10rr TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1995]
SERVICE PACKAGE 10778
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of
June, 1995, by and between TENNESSEE GAS PIPELINE COMPANY, a
Delaware Corporation, hereinafter referred to as "Transporter"
and COLONIAL GAS COMPANY, a MASSACHUSETTS Corporation,
hereinafter referred to as "Shipper." Transporter and Shipper
shall collectively be referred to herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily
quantity of gas which Transporter agrees to receive and
transport on a firm basis, subject to Article II herein,
for the account of Shipper hereunder on each day during
each year during the term hereof, which shall be 16,083
dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to
each Point of Delivery shall be as specified on Exhibit "A"
attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of
the General Terms and Conditions of Transporter's FERC Gas
Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and
receive daily on a firm basis, at the Point(s) of Receipt from
Shipper or for Shipper's account such quantity of gas as Shipper
makes available up to the Transportation Quantity, and to deliver
to or for the account of Shipper to the Point(s) of Delivery an
Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those
points specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in
this Agreement.
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 as specified in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1. To the extent that
no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in
which they have previously been handled. In the event that such
facilities are not operated by Transporter or a downstream
pipeline, then responsibility for operations shall be deemed to
be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date
hereof, therates, charges, and surcharges to be paid by
Shipper to Transporter for the transportation service
provided herein shall be in accordance with Transporter's
Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse
Transporter for any filing or similar fees, which have not
been previously paid for by Shipper, which Transporter
incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that
Transporter shall have the unilateral right to file with
the appropriate regulatory authority and make effective
changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate
schedule(s) pursuant to which service hereunder is
rendered, or (c) any provision of the General Terms and
Conditions applicable to those rate schedules. 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 just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and
charges in accordance with Articles V and VI, respectively, of
the General Terms and Conditions of the FERC Gas Tariff.
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and
Conditions incorporated therein, as the same may be changed or
superseded from time to time in accordance with the rules and
regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and
lawful governmental statutes, orders, rules and regulations
and is contingent upon the receipt and continuation of all
necessary regulatory approvals or authorizations upon terms
acceptable to Transporter. This Agreement shall be void
and of no force and effect if any necessary regulatory
approval is not so obtained or continued. All Parties
hereto shall cooperate to obtain or continue all necessary
approvals or authorizations, but no Party shall be liable
to any other Party for failure to obtain or continue such
approvals or authorizations.
9.2 The transportation service described herein shall be
provided subject to Subpart G, Part 284, of the FERC
Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of
the General Terms and Conditions of Transporter's FERC Gas
Tariff, Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be
in place as of the requested effective date of
service, and that it has advised the upstream and
downstream transporters of the receipt and delivery
points under this Agreement and any quantity
limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify
and hold Transporter harmless for refusal to
transport gas hereunder in the event any upstream or
downstream transporter fails to receive or deliver
gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter
harmless from all suits, actions, debts, accounts,
damages, costs, losses and expenses (including
reasonable attorneys fees) arising from or out of
breach of any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of June 1, 1995, and
shall remain in force and effect until May 31, 2000,
("Primary Term") and on a Automatic Rollover basis
thereafter unless terminated by either Party upon at least
thirty (30) days prior written notice to the other Party;
provided, however, that if the Primary Term is one year or
more, then unless Shipper elects upon one year's prior
written notice to Transporter to request a lesser extension
term, the Agreement shall automatically extend upon the
expiration of the Primary Term for a term of five years and
shall automatically extend upon the expiration of the
primary term for a term of five years and shall
automatically extend for successive five year terms
thereafter unless Shipper provides notice described above
in advance of the expiration of a succeeding term;
provided further, if the FERC or other governmental body
having jurisdiction over the service rendered pursuant to
this Agreement authorizes abandonment of such service, this
Agreement shall terminate on the abandonment date permitted
by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-
out imbalances under this Agreement as required by the
General Terms and Conditions of Transporter's Tariff, shall
survive the other parts of this Agreement until such time
as such balancing has been accomplished; provided, however,
that Transporter notifies Shipper of such imbalance not
later than twelve months after the termination of this
Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for services rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement
shall be in writing and mailed to the post office address of the
Party intended to receive the same, as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. BOX 2511
HOUSTON, TX 77252-2511
ATTENTION: DIRECTOR, TRANSPORTATION CONTROL
SHIPPER:
NOTICES: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01853-3064
ATTENTION: MARTIN DEBRUIN
BILLING: COLONIAL GAS CO
40 MARKET STREET
P.O. BOX 3064
LOWELL, MA 01853-3064
ATTENTION: MARTIN DEBRUIN
or to such other address as either Party shall designate by
formal written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 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 obligation under this Agreement, assign any
of its rights hereunder to a company with which it is
affiliated. Otherwise, Shipper shall not assign this
Agreement or any of its rights hereunder, except in accord
with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an
entirety, of either Party hereto shall be entitled to the
rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall
be in accordance with and controlled by the laws of the
State of Texas, without regard to the doctrines governing
choice of law.
15.2 If any provisions of this Agreement is declared null and
void, or voidable, by a court of competent jurisdiction,
then that provision will be considered severable at either
Party's option; and if the severability option is
exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement
to the terms and provisions stated in this agreement shall
be or become effective until Shipper has submitted a
request for change through the TENN-SPEED 2 System and
Shipper has been notified through TENN-SPEED 2 of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duly executed as of the date first hereinabove written.
"TRANSPORTER"
TENNESSEE GAS PIPELINE COMPANY
BY:___________________________
Agent and Attorney-in-Fact
DATE:_________________________
"SHIPPER"
COLONIAL GAS COMPANY
BY:____________________________
TITLE: ________________________
DATE: _________________________
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED June 1, 1995
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
COLONIAL GAS CO
COLONIAL GAS CO
EFFECTIVE DATE OF AMENDMENT: June 1, 1995
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 10778
SERVICE PACKAGE TQ: 16,083 Dth
INTERCONNECT
METER METER NAME PARTY NAME COUNTY ST ZONE R/D LEG
020578 PENN-NFG- NATIONAL FUEL POTTER PA 04 R 300
ANDREWS GAS SUPPLY
SETTLEMENT CORP
SA
020139 COLONIAL- COLONIAL GAS MIDDLE- MA 06 D 200
TEWKSBURY CO SEX
MASS
INTERCONNECT
METER METER NAME PARTY NAME METER-TQ BILLABLE-TQ
020578 PENN-NFG- NATIONAL FUEL 16,083 16,083
ANDREWS GAS SUPPLY
SETTLEMENT CORP
SA
Total Receipt TQ: 16,083 16,083
020139 COLONIAL- COLONIAL GAS 16,083 16,083
TEWKSBURY CO
MASS
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments
as of the amendment effective date.
[END OF EXHIBIT 10rr TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1995]