[EXHIBIT 10ww TO COLONIAL GAS COMPANY
10-K FOR YEAR ENDED DECEMBER 31, 1996]
9W60027E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
This Agreement ("Agreement") is made and entered into this
17th day of November, 1996, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Colonial Gas Company (herein called
"Customer" whether one or more persons).
WHEREAS, Customer has been a Replacement Shipper under a
permanent release of a service agreement dated May 17, 1994
for service under Rate Schedule AFT-E ("the Prior
Agreement"); and
WHEREAS, the primary term of the Prior Agreement expires on
November 16, 1996; and
WHEREAS, Algonquin and Customer desire to execute a
superseding service agreement under Rate Schedule AFT-E in
order to provide for a primary term of three years.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties do agree as
follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations
hereof and of Algonquin's Rate Schedule AFT-E,
Algonquin agrees to receive from or for the account of
Customer for transportation on a firm basis quantities
of natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity (MMBtu)
Nov 16 - Apr 15 1,221*
Apr 16 - May 31 814
Jun 1 - Sep 30 0
Oct 1 - Nov 15 814
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 259,259 MMBtu
1.2 Algonquin agrees to transport and deliver to or
for the account of Customer at the Point(s) of Delivery
and Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the
date set forth hereinabove and shall continue in effect
for a term ending on and including November 16, 1999
("Primary Term") and shall remain in force from year to
year thereafter unless terminated by either party by
written notice one year or more prior to the end of the
Primary Term or any successive term thereafter.
Algonquin's right to cancel this Agreement upon the
expiration of the Primary Term hereof or any succeeding
term shall be subject to Customer's rights pursuant to
Sections 8 and 9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin 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 days after payment is
due; provided Algonquin gives ten 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
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services
rendered hereunder and for the availability of such
service under Algonquin's Rate Schedule AFT-E as filed
with the Federal Energy Regulatory Commission and as
the same may be hereafter revised or changed. The rate
to be charged Customer for transportation hereunder
shall not be more than the maximum rate under Rate
Schedule AFT-E, nor less than the minimum rate under
Rate Schedule AFT-E.
3.2 This Agreement and all terms and provisions
contained or incorporated herein are subject to the
provisions of Algonquin's applicable rate schedules and
of Algonquin's General Terms and Conditions on file
with the Federal Energy Regulatory Commission, or other
duly constituted authorities having jurisdiction, and
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.
3.3 Customer agrees that Algonquin 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
Algonquin's Rate Schedule AFT-E, (b) Algonquin's Rate
Schedule AFT-E, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-E.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-E.
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery.
Natural gas to be delivered by Algonquin for the account of
Customer hereunder may also be delivered at the outlet side
of any other measuring station on the Algonquin system,
subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-E.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this 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 first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Colonial Gas Company
40 Market Street
Lowell, MA 08153
Attn: John Harrington
Senior Vice President, Gas Supply
or such other address as either party shall designate by
formal written notice.
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Capacity Release Umbrella Agreement No. 9W007ER1 executed by
Customer and Algonquin under Rate Schedule AFT-E dated
November 1, 1994.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: __/S/ John J. Mullaney____
Title: _Vice President, Marketing_
COLONIAL GAS COMPANY
By: __/s/ John P. Harrington__
Title: _Senior Vice President____
- Gas Supply
Exhibit A
Point(s) of Receipt
Dated: November 17, 1996
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer)
concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Hanover, NJ (TETCO) At any pressure requested
Nov 16 - Apr 15 757 by Algonquin but not in
Apr 16 - May 31 505 excess of 750 Psig.
Jun 1 - Sep 30 0
Oct 1 - Nov 15 505
Lambertville, NJ At any pressure requested
Nov 16 - Apr 15 464 by Algonquin but not in
Apr 16 - May 31 309 excess of 750 Psig.
Jun 1 - Sep 30 0
Oct 1 - Nov 15 309
Signed for Identification
Algonquin: __/s/ John J. Mullaney_____
Customer: __/s/ John P. Harrington___
Exhibit B
Point(s) of Delivery
Dated: November 17, 1996
To the service agreement under Rate Schedule AFT-E between
Algonquin Gas Transmission Company (Algonquin) and
Colonial Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
At the property line
on the outlet side
of a meter station
located at:
Parsippany-Troy Hills,
New Jersey 300
Nov 16 - Apr 15 1,221
Apr 16 - May 31 814
Jun 1 - Sep 30 0
Oct 1 - Nov 15 814
Signed for Identification
Algonquin: __/s/ John J. Mullaney___
Customer: __/s/ John P. Harrington__
[END OF EXHIBIT 10ww]