[EXHIBIT 10uu TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1996]
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
PURSUANT TO SECTION 284, SUBPART "G" or "B"
between KOCH GATEWAY PIPELINE COMPANY, as KGPC, and
COLONIAL GAS COMPANY, as CUSTOMER
Rate Schedule FTS
Option SCO Yes[ ]
No[X]
Reference No.:10344
CUSTOMER Correspondence:
COLONIAL GAS COMPANY
40 Market Street
Lowell, MA 01852
Attn: John P. Harrington
Telephone No. (508)458-3171
Fax No. (508)453-3999
Contract No.: 20958
CUSTOMER Billing:
COLONIAL GAS COMPANY
40 Market Street
Lowell, MA 01852
Attn: John P. Harrington
Telephone No. (508)458-3171
Fax No. (508)453-3999
Contract Date: November 1, 1996
Primary Term: 2 Years Beginning 7:00 A.M. on November 1, 1996
Thru 7:00 A.M. on November 1, 1998
Contract Maximum Daily Quantity (MDQ) 3310 MMBtu Contract Rate Type: IV
KGPC's Transportation Services Dept:
Telephone No. (800) 890-0205 Fax No. (713) 229-4624
CUSTOMER's Dispatcher: Joseph Murphy
Telephone No. (508)458-3177 ext. 3439 Fax No. (508)459-2314
Primary Receipt Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT A --------
Primary Delivery Point(s):
Station Location Primary Point MDQ
Number Description (MMBtu)
-------- SEE EXHIBIT B --------
(ALL POINTS ARE AVAILABLE AS SUPPLEMENTAL RECEIPT AND DELIVERY POINTS UP TO
THE CONTRACT MDQ)Special Provisions: Service hereunder is provided
pursuant to Section 284 either Subpart G or B.
please indicate below as appropriate:
Subpart G [X] Service hereunder is subject to Section 284.223, Title 18,
of the Code of Federal Regulations, or
Subpart B [ ] Service hereunder is subject to Section 284.101, Title 18,
of the Code of Federal Regulations, and CUSTOMER must execute Exhibit C
and the affidavits attached thereto, all of which are hereby incorporated by
reference and made a part of this Agreement. THE STANDARD TERMS AND
CONDITIONS SET FORTH ON THE REVERSE SIDE ARE INCORPORATED HEREIN BY
REFERENCE. IF YOU ARE IN AGREEMENT WITH THE FOREGOING, PLEASE INDICATE
IN THE SPACE PROVIDED BELOW.
KGPC Signature:
Date:
Name: Dan Stecklein
Title: President
CUSTOMER
Signature:
Date:
Name:John P. Harrington
Title: Senior Vice President- Gas Supply
STANDARD TERMS & CONDITIONS
1. CONDITIONS OF SERVICE:
Services provided hereunder are subject to and governed by the applicable
rate schedule and the General Terms and Conditions of KGPC's current
tariff, as may be revised from time to time, or any effective superseding
tariff (Tariff) on file with the Federal Energy Regulatory Commission
(FERC). The Tariff is incorporated by reference. In the event
of any conflict between this Agreement and the Tariff, the Tariff
shall govern as to the conflict. KGPC shall have the right to
interrupt service under this Agreement to the extent permitted by the Tariff.
2. TRANSPORTATION QUANTITY: CUSTOMER may deliver or cause to be
delivered to KGPC at the firm Primary Receipt Point(s) and Supplemental
receipt point(s) and KGPC agrees to accept, at such point(s) for
transportation, daily quantities of natural gas up to the
Contract MDQ. KGPC shall redeliver Equivalent Quantities, as
defined in the Tariff, to CUSTOMER at firm Primary Delivery
Points provided herein, and at Supplemental delivery points as
may be determined from time to time. Should CUSTOMER desire a
change in the Contract MDQ, CUSTOMER shall notify KGPC in
writing of the amount of the increase or decrease and of the
date CUSTOMER desires the change to become effective. If KGPC
advises it is not agreeable to the changed quantities of gas
requested in CUSTOMER's notice, the Contract MDQ shall remain
unchanged. KGPC shall review CUSTOMER's request within thirty
(30) days subject to the Tariff. Nothing herein shall require
KGPC to install equipment or facilities.
3. QUALITY AND PRESSURE: The gas received and delivered
hereunder shall be merchantable and of a quality sufficient to
meet the Tariff standards. Gas delivered to KGPC shall be at a
delivery pressure adequate to enter KGPC's facilities and such
pressure shall not exceed the Maximum Allowable Operating Pressure.
4. TERM: This Agreement shall become effective as of 7:00 A.M.
on the beginning Primary Term Date and continue as stated on the
face hereof and month to month thereafter.
5. TERMINATION: Subject to Section 30 of the General Terms and
Conditions of the Tariff, either party may cancel this Agreement
effective as of the end of the Primary Term by giving written
notice to the other at least thirty (30) days prior to the date
on which cancellation is requested. Termination of this
Agreement shall not relieve KGPC and CUSTOMER of the obligation
to correct any volume imbalances, or CUSTOMER to pay money due
to KGPC or KGPC to pay amount due to CUSTOMER.
6. TRANSPORTATION CHARGES: CUSTOMER shall be obligated to pay
KGPC monthly for the service provided under this Agreement.
CUSTOMER shall pay KGPC for any transportation of liquid
hydrocarbons and liquefiables. Pursuant to the Tariff, KGPC
shall retain Fuel and Company-Used Gas in-kind or, if mutually
agreed upon, CUSTOMER shall reimburse KGPC in cash for fuel and
Company-Used Gas. Such charges are specified in the FTS Rate
Schedule and/or the FTS Rate Sheet of the Tariff. KGPC may from
time elect in writing to collect a rate lower than that
specified in the FTS Rate Schedule of the Tariff. KGPC shall
have no obligation to make refunds to CUSTOMER unless the
maximum rate ultimately established by the FERC for the service
covered hereby is less than the rate paid by CUSTOMER.
7. PAYMENTS: Payment shall be made in compliance with the
Tariff. Payments by check shall be made to the remittance
address indicated on KGPC's invoice. Payment by wire transfer
shall be to a bank account designated by KGPC.
8. WAIVER: 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(s), whether of a like or different character.
9. APPLICABLE LAW: THE VALIDITY, CONSTRUCTION, INTERPRETATION
AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF TEXAS, THE PARTIES AGREE THAT
TEXAS' CHOICE OF LAW RULES MAY NOT BE USED TO DIRECT OR
DETERMINE THAT SOME OTHER STATES' LAW SHALL GOVERN A DISPUTE
ARISING UNDER THIS AGREEMENT.
10. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon
and inure to the benefit of the respective heirs,
representatives, successors and assigns of the parties hereto.
Except as provided in the General Terms and Conditions of the
Tariff, neither party may assign, pledge or otherwise transfer
or convey its rights, obligations or interests hereunder for any
purpose without the prior written consent of the other party,
which consent shall not unreasonably be withheld. Any
assignment, pledge, transfer or conveyance in breach of this
provision is voidable by the non-breaching party.
11. FILINGS: Each party shall make and diligently prosecute, all
necessary filings with governmental bodies as may be required
for the initiation and continuation of the transportation
service subject to this Agreement, as well as inform and, upon
request, provide copies to the other party of all filing
activities. CUSTOMER shall reimburse KGPC for all incurred
filing fees. KGPC shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective
in (i) the filed rates and charges applicable under this Rate
Schedule, including both the level and design of such rates and
charges; and/or (ii) this Rate Schedule and the General Terms
and Conditions. Customer shall have the right to protest or
contest the aforementioned filings.
12. NOTICES: Routine communications shall be considered
delivered when received by ordinary mail. Communications
concerning scheduling, curtailments, and changes in nominations
shall be made via U-NITE or by fax in the event of failure of
KGPC's or the Customer's electronic communication system.
CUSTOMER's Dispatcher on the face hereof shall be the recipient
on a twenty-four (24) hour basis of all notices regarding
scheduling, curtailments, and changes in nominations. Either
party shall immediately notify the other of any changes of the
designated individuals or addresses herein.
All Administration Notices and Accounting Matters:
Koch Gateway Pipeline Company
P. O. Box 1478
Houston, Texas 77251-1478
Attention: Transportation Services
Master Contract No.: 20958
Amendment No.: 1
EXHIBIT A
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
NOVEMBER 01, 1996
AS AMENDED
NOVEMBER 01, 1996
Point(s) of Receipt:
Gas shall be tendered by Customer for transportation hereunder at
the following receipt point(s):
SLN Location Description Gathering Charges and
Maximum Daily Quantity
(A) (B)
6366 The existing interconnection between $.0000 3,310
Transporter and United Texas Transmission
Company near Goodrich, Polk County, Texas.
SLN 6366
10144 The existing interconnection between $.0000 0
Transporter and Natural Gas Pipeline Co.
of America near Goodrich, Augustin
Viesca, A-77, Polk County, Texas. SLN
10144/671Service Agreement MDQ _______
Aggregate Firm Receipt Point MDQ 3,310
_______
Maximum Operating Pressure
Maximum Allowable Operating Pressure (MAOP) is the maximum pressure
(psig) at which a pipeline or segment of a pipeline may be operated
according to minimum federal safety standards defined in Part 192,
Title 49, Code of Federal Regulations or such state safety
standards, as may be applicable.
Delivery Pressure
Natural gas to be delivered by Customer to Pipeline at any receipt
point(s) shall be at a delivery pressure sufficient to enter
Pipeline's facilities, at a pressure available in Pipeline's
facilities in from time to time; but Customer shall not deliver gas
at a pressure in excess of the Maximum Allowable Operating Pressure
(MAOP).
Column Headings
(A) Gathering Charge per MMBtu
(B) Maximum Daily Quantity in MMBtu
Master Contract No.: 20958
EXIBIT B
TO
FIRM GAS TRANSPORTATION SERVICE AGREEMENT
BETWEEN
KOCH GATEWAY PIPELINE COMPANY
AND
COLONIAL GAS COMPANY
DATED
NOVEMBER 01, 1996
DELIVRY POINT(S)
Point(s) of Delivery:
Gas shall be tendered by Shipper for transportation hereunder at the
following point(s):
Pipeline Charges and
SLN Location Description Maximum Daily Quantity
(A) (B) (C) (D) (E)
471 The existing interconnection 4.8800 .0006 N $.0020 3,310
between Transporter and Texas
Eastern Transmission Corpora-
tion near Kosciusko, (UGPL to
TET), Section 14, T-13-N, R-7-E,
Attala County, Missisippi.
SLN 2471
Service Agreement MDQQ
Aggregate Firm Delivery Point MDQ 3,310
Shipper shall initially pay the amounts listed above, however, such amounts
are subject to change pursuant to Article VI of this Service Agreement,
without the need for this Exhibit B to be amended. An Account 858 surcharge
will be added effective December 1, 1994. An Account 191 surcharge will be
added effective November 1, 1995.
Delivery Pressure
Natural gas to be taken by Shipper from Transporter Delivery Point(s) shall be
at a sufficient to enter Texas Eastern Transmission Company at the Delivery
Point(s), but not to exceed Koch Gateway Pipeline Company's Maximum
Allowable Operating Pressure (MAOP).
Column Headings
(A) Reservation Charge per MMBtu
(B) Commodity Rate per MMBtu
(C) Gas Research Institute (GRI) surcharge
(d) Annual Charge Adjustment (ACA)
(E) Maximum Daily Quantity in MMBtu
[END OF EXHIBIT 10UU]