Contract No. 934005R
SERVICE AGREEMENT
(APLLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this 17th day of
December, 1998, by and between Algonquin Gas Transmission Company, a
Delaware Corporation (herein called "Algonquin"), and The Southern
Connecticut Gas Company (herein called "Customer" whether one or more
persons).
WHEREAS, Customer and Pipeline are parties to an executed service
agreement dated January 25, 1994, under Pipeline's Rate Schedule AFT-1
(Pipeline's Contract No. 934005); and
WHEREAS, Pipeline and Customer desire to enter into this Service
Agreementto supersede Pipeline's currently effective Contract No.
934005;
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-1, 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 (MDTQ) 16,853 MMBtu
Maximum Annual Transportation Quantity (MATQ) 6,151,345 MMBtu;
provided, however, subject to the provision of one
(1) year prior written notice, either Pipeline or
Customer shall have the option to reduce the MDTQ of
this Service Agreement by up to 8,427 MMBtu with such
reduction to be effective on November 1, 2004 or any
November 1 thereafter.
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 first day of
the first month after Customer fully executes this Agreement
and shall continue in effect for a term ending on and
including October 31, 2005 ("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-1 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 specified under Rate Schedule AFT-1 for service resulting
from the conversion of entitlements under former Rate Schedule
FTP, nor less than the minimum rate under Rate Schedule AFT-1.
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-1, (b)
Algonquin's Rate Schedule AFT-1, pursuant to which service
hereunder is rendered or (c) any provision of the General
Terms and Conditions applicable to Rate Schedule AFT-1.
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-1.
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-1.
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
5400 Westheimer Court
Houston, TX 77056
Attn: Vice President, Marketing
(b) Customer: The Southern Connecticut Gas Company
855 Main Street
Bridgeport, CT 06604
Attn: Salvatore A. Ardigliano
V.P., Gas Supply & Energy Services
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.
service agreement dated January 25, 1994, between Pipeline and
Customer under Algonquin's Rate Schedule AFT-1 (Pipeline's Contract
No. 934005).
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/ Tom O'Connor PMT
RMF
Title: V.P., East Coast Marketing
THE SOUTHERN CONNECTICUT GAS COMPANY
By: /s/ Sal A. Ardigliano
Title: Group Vice President
Exhibit A
Point(s) of Receipt
Dated: December 17, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
The Southern Connecticut Gas Company (Customer) concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
Lambertville, NJ 16,853 At any pressure
requested by
Algonquin but not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ Tom O'Connor JMM
Customer: /s/ Sal A. Ardigliano
Exhibit B
Point(s) of Delivery
Dated: December 17, 1998
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
The Southern Connecticut Gas Company (Customer) concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
North Haven, CT 15,813 199
Cheshire, CT 1,040 Algonquin's line
pressure as may
exist from time
to time.
Signed for Identification
Algonquin: /s/ Tom O'Connor JMM
Customer: /s/ Sal A. Ardigliano