[EXHIBIT 10ss TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1996]
SERVICE AGREEMENT #NO1733
(FST Service)
AGREEMENT made this 12th day of April, 1996, by and
between NATIONAL FUEL GAS SUPPLY CORPORATION, hereinafter called
"Transporter" and COLONIAL GAS COMPANY, hereinafter called "Shipper."
WHEREAS, Shipper has requested that Transporter has
transport natural gas; and
WHEREAS, Transporter has agreed to provide such
transportation for Shipper subject to the terms and conditions hereof.
WITNESSETH, That, in consideration of the mutual
covenants herein contained, the parties hereto agree that
Transporter will transport for Shipper, on a firm basis, and
Shipper will furnish, or cause to be furnished, to Transporter
natural gas for such transportation during the term hereof, at
the prices and on the terms and conditions hereinafter provided.
ARTICLE I
Quantities
Beginning on the date on which deliveries of gas are
commenced hereunder and thereafter for the remaining term of this
Agreement, and subject to the provisions of Transporter's FST
Rate Schedule, Transporter agrees to transport for Shipper up to
the following quantities of natural gas:
Contract Maximum Daily Injection Transportation Quantity (MDITQ)
of 4,652 Dekatherms (Dth)
Contract Maximum Daily Withdrawal Transportation Quantity (MDWTQ)
of 6,203 Dekatherms (Dth)
ARTICLE II
Rate
Unless otherwise mutually agreed in a written amendment
to this Agreement for the service provided by Transporter
hereunder, Shipper shall pay Transporter the maximum rate
provided under Rate Schedule FST set forth in Transporter's
effective FERC Gas Tariff. In the event that Transporter places
on file with the Federal Energy Regulatory Commission
("Commission") another rate schedule which may be applicable to
transportation service rendered hereunder, then Transporter, at
its option, may from and after the effective date of such rate
schedule, utilize such rate schedule in performance of this
Agreement. Such a rate schedule (s) or superseding rate
schedule (s) and any revisions thereof which shall be filed and
become effective shall apply to and be a part of this Agreement.
Transporter shall have the right to propose, file and make
effective with the Commission, or other body having jurisdiction,
changes and revisions of any effective rate schedule (s), or to
propose, file, and make effective superseding rate schedule, for
the purpose of changing the rate, charges, and other provisions
thereof effective as to Shipper.
Shipper does not hereby waive its right to protest or
contest the aforementioned filings.
ARTICLE III
Term of Agreement
This Agreement shall be effective as of the effective
date of an amendment to the Underground Storage Service Agreement
between Transporter and Shipper, pursuant to Transporter's Rate
Schedule SS-1, that reduces the Annual Storage Volume thereunder
from 2,000,000 Mcf to 1,098,350 Mcf. This Agreement shall
continue in effect until March 31, 2000 [BY 12/1/96 AMENDMENT;
PREVIOUSLY, "MARCH 31, 1998"], and shall continue in
effect from year to year thereafter until terminated by either
Transporter or Shipper upon not less than 12 months' prior
written notice to the other specifying as a termination date the
end of such period or any subsequent anniversary thereof.
ARTICLE IV
Points of Receipt and Delivery
The primary injection receipt point (s) and the primary
withdrawal delivery point (s) shall be the pipeline
interconnection of Transporter's Line EC-1 with the interstate
transmission facilities of Tennessee Gas Pipeline Company
("Tennessee") (known as Andrews Settlement) and/or other
facilities of Transporter near Transporter's Ellisburg Station in
Potter County, Pennsylvania.
The primary injection delivery point (s) and the primary
withdrawal receipt point (s) shall be Transporter's System
Storage.
ARTICLE V
Gas Pressures at Points of Receipt and Delivery
The gas received by Transproter at the primary injection
receipt point (s) shall be at the pressure at which
Transporter or Tennessee is operating its Facilities, but not
less than 400 psig, and upon redelivery to or for the account
of Shipper at the primary withdrawal delivery point (s) shall
be at pipeline pressures suitable for delivery into
Tennessee's or Transporter's system, as the case may be;
provided that Transporter shall no be obligated to deliver
gas at a pressure in excess of 1,000 psig.
ARTICLE VI
Incorporation By Reference of Tariff Provisions
To the extent not inconsistent with the terms and
conditions of this agreement, the provisions of Rate Schedule
FST, or any effective superseding rate schedule or otherwise
applicable rate schedule, including any provisions of the General
Terms and Conditions incorporated therein, and any revisions
thereof that may be made effective hereafter are hereby made
applicable to and a part hereof by reference.
ARTICLE VII
Miscellaneous
1. No charge, modification or alteration of this
Agreement shall be or become effective until executed in writing
by the parties hereto, and no course of dealing between the
parties shall be construed to alter the terms hereof, except as
expressly stated herein.
2. No waiver by any 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 other
default or defaults, whether of a like or of a different
character.
3. Any company which shall succeed by purchase, merger
or consolidation of the gas related properties, substantially as
an entirety, of Transporter or of Shipper, 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 Agreement.
Either party may, without relieving itself of its obligations
under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated, but otherwise, no assignment
of this Agreement or of any of the rights or obligations
hereunder shall be made unless there first shall have been
obtained the consent thereto in writing of the other party.
Consent shall not be unreasonably withheld.
4. 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
the other, shall be in writing and shall be considered as duly
delivered when mailed by registered or certified mail to the Post
Office address of the parties hereto, as the case may be, as
follows:
Transporter: National Fuel Gas Supply Corporation
Gas Supply - Transportation
10 Lafayette Square
Buffalo, New York 14203
Shipper: Colonial Gas Company
40 Market Street
Lowell , Massachusetts 01853
Attn.: John P. Harrigton
Senior Vice President, Gas Supply
or at such other address as either party shall designate by
formal written notice. Routine communications, including monthly
statements, shall be considered as duly delivered when mailed by
either registered, certified, or ordinary mail, electronic
communication, or telecommunication.
5. This Agreement and the respective obligations of
the parties hereunder are subject to all present and future valid
laws, orders, rules and regulations of constituted authorities
having jurisdiction over the parties, their functions or gas
supply, this Agreement or any provision hereof. Neither party
shall be held in default for failure to perform hereunder if such
failure is due to compliance with laws, orders, rules or
regulations of any such duly constituted authorities.
6. The subject headings of the articles of this
Agreement are inserted for the purpose of convenient reference
and are not intended to be a part of he Agreement nor considered
in any interpretation of the same.
7. No presumption shall operate in favor of or against
either party hereto as a result of any responsibility either
party may have had for drafting this Agreement.
8. The interpretation and performance of this
Agreement shall be in accordance with the laws of the State of
Pennsylvania, without recourse to the law regarding the conflict
of laws.
The parties hereto have caused this Agreement to be
signed by their duly authorized personnel the day and year first
above written.
NATIONAL FUEL GAS SUPPLY CORPORATION
(Transporter)
____William A. Ross__________________________
Vice President
COLONIAL GAS COMPANY
(Shipper)
____John P. Harrington_____________________
Senior Vice President - Gas Supply
AMENDMENT I
Amendment to FSS Service Agreement # 001734
and FST Service Agreement #N01733
between
NATIONAL FUEL GAS SUPPLY CORPORATION ("TRANSPORTER") AND
COLONIAL GAS COMPANY ("SHIPPER")
EFFECTIVE MAY 1, 1996
1. The rates to be charged to Shipper under the above-referenced
agreements shall be calculated to recover the revenues that
would have been collected from the Shipper had the Shipper
entered into a new SS-2 Service Agreement for an Annual Storage
Volume of 901,650 Mcf. To arrive at rates that recover such
revenues, Transporter shall discount the following components,
only as necessary, in the following sequence:
FSS GRI Reservation
FST GRI Reservation
FSS GRI Commodity
FST GRI Commodity
FSS Injection/Withdrawal
FSS Storage Capacity
FSS Storage Demand
As of the effective date of this Amendment, the rates to be
charged under the above-captioned Agreements are as follows:
FSS
(Dth basis)
Storage Demand $2.1556
Storage Capacity $0.0413
Injection $0.0000
Withdrawal $0.0000
ACA Commodity $0.0022
GRI Reservation $0.0000
GRI Commodity $0.0000
FST
(Dth basis)
Reservation $3.5637
Gathering Surcharge
-Reservation $0.1486
Commodity $0.0064
ACA Commodity $0.0022
GRI Reservation $0.0000
GRI Commodity $0.0000
The attached table shows the methodology used to arrive at the
rates set forth above. If the rates under Rate Schedule SS-2,
FSS or FST change during the term of these agreements, the rates
shown above shall be adjusted, using the same methodology as
that shown on the attached table. This methodology shall
continue to be used to determine the rates applicable to Shipper
even if Transporter places on file with the Federal Energy
Regulatory Commission a superseding rate schedule, as described
in Article II of the FSS and FST Service Agreement, and elects
to utilize such superseding rate schedule in performance of the
services governed by such agreement.
2. Tranporter shall retain the full Surface Operating Allowance
under the FSS Rate Schedule. With respect to the service
provided under the FST Rate Schedule, no fuel, loss and
company-use retention shall be applied to quantities transported
between the primary points set forth in the service agreement,
or between the primary injection delivery point or primary
withdrawal receipt point and the following secondary points:
Tennessee at Ellisburg Meter 020527
Transco at Wharton Meter 6325
CNG at Ellisburg Meter 41202
TransCanada at Niagara Meter 010902
Texas Eastern at Bristoria Meter 70015
Otherwise, the full fuel, loss and company-use retention shall
be applied.
NATIONAL FUEL GAS SUPPLY CORPORATION
____William A. Ross_____________
By:_____________________________
Title:___Vice President_________
COLONIAL GAS COMPANY
____John P. Harrington__________
By:_____________________________
Title:__Senior_Vice President__
-Gas Supply
Colonial Gas Rates
Capacity 930,450 Dth
Deliverability 6,203 Dth/day
SS-2
SS-2 or FSS: Rate Annual Cost
Storage Demand $8.1470 $606,430
Storage Capacity $0.0260 $290,300
Injection $0.0106 $9,863
Withdrawal $0.0106 $9,863
Surface operating
allowance charge $0.0106 $276
ACA commodity $0.0000
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation
Gathering surcharge reservation
Commodity
ACA commodity
GRI Resrcation
GRI commodity
TOTAL ANNUAL COSTS $916,732
UNIT RATE (per Dth) $0.9853
Maximum FSS/FST
SS-2 or FSS: Maximum Rate Annual Cost
Storage Demand $2.1556 $160,454
Storage Capacity $0.0432 $482,345
Injection $0.0139 $12,933
Withdrawal $0.0139 $12,933
Surface operating
allowance charge
ACA commodity $0.0022 $2,047
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation $3.5637 $265,268
Gathering surcharge
reservation $0.1486 $11,061
Commodity $0.0064 $11,910
ACA commodity $0.0022 $4,094
GRI Reservation $0.0000
GRI commodity $0.0000
TOTAL ANNUAL COST $963,046
UNIT RATE (per Dth) $1.0350
Discounted FSS/FST
SS-2 or FSS: Rate Annual Cost
Storage Demand $2.1556 $160,454
Storage Capacity $0.0432 $461,131
Injection $0.0000 $0
Withdrawal $0.0000 $0
Surface operating
allowance charge
ACA commodity $0.0022 $2,047
GRI reservation $0.0000
GRI commodity $0.0000
FST:
Reservation $3.5637 $265,268
Gathering surcharge
reservation $0.1486 $11,061
Commodity $0.0064 $11.910
ACA commodity $0.0022 $4,094
GRI Reservation
GRI commodity
TOTAL ANNUAL COSTS $915,965
UNIT RATE (per Dth) $0.9844
[END OF EXHIBIT 10ss]