Exhibit 10.19
930009
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this
1st day of September, 1994, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Yankee Gas Services Company (herein called
"Customer" whether one or more persons).
WHEREAS, Algonquin and Customer entered into a Service
Agreement dated June 1, 1993, for service under Rate Schedule
AFT-1; and
WHEREAS, Algonquin and its customers entered into a
settlement agreement in Algonquin's Docket Nos. RP93-14-000, et
al. which provided, among other things, for revised daily and
annual contract entitlements under Rate Schedules AFT-1, AFT-E,
AFT-1S and AFT-ES; and
WHEREAS, the Federal Energy Regulatory Commission issued an
order on July 8, 1994, approving the settlement in Docket Nos.
RP93-14-000, et al; and
WHEREAS, Algonquin and Customer desire to execute a
superseding service agreement under Rate Schedule AFT-1 in
accordance with the terms of the settlement as approved by the
Commission's July 8, 1994 order;
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 (MMBtu)
---------------------------------------------
Nov 16 - Apr 15 31,963*
Apr 16 - May 31 30,710
Jun 1 - Sep 30 28,205
Oct 1 - Nov 15 30,710
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 11,092,743 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 October 31, 2012 ("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 under Rate
Schedule AFT-1, 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
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Yankee Gas Services Company
599 Research Parkway
P. O. Box 1030
Meriden, CT 06450-1030
Attn: Thomas J. Houde
Vice President, Rates and Resource
Planning
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, except that
in the case of conversions from former Rate Schedules F-2 and F-
3, the parties' obligations under Article II of the service
agreements pertaining to such rate schedules shall continue in
effect.
Service Agreement No. 93009 executed by Customer and
Algonquin under Rate Schedule AFT-1 dated June 1, 1993.
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 Mullaney
--------------------------------
Title: Vice President, Marketing
YANKEE GAS SERVICES COMPANY
By: /s/ Thomas J. Houde
--------------------------------
Title: Vice President - Rates and
Resource Planning
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit A
Point(s) of Receipt
-------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Yankee Gas
Services 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 12,188 by Algonquin but not in
Apr 16-May 31 11,710 excess of 750 Psig.
Jun 1-Sep 30 10,755
Oct 1-Nov 15 11,710
Lambertville, NJ At any pressure requested
Nov 16-Apr 15 19,775 by Algonquin but not in
Apr 16-May 31 19,000 excess of 750 Psig.
Jun 1-Sep 30 17,450
Oct 1-Nov 15 19,000
Signed for Identification
Algonquin: /s/ John Mullaney (RSH)
-------------------------
Customer: /s/ David C. Egelson
-------------------------
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
Exhibit B
Point(s) of Delivery
--------------------
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Yankee Gas
Services Company (Customer) concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- ---------- -------------------- ------------------
On the outlet side
of meter stations
located at:
Waterbury, CT 75
Nov 16 - Apr 15 14,241
Apr 16 - May 31 13,683
Jun 1 - Sep 30 12,567
Oct 1 - Nov 15 13,683
Willimantic, CT 75
Nov 16 - Apr 15 1,312
Apr 16 - May 31 1,261
Jun 1 - Sep 30 1,158
Oct 1 - Nov 15 1,261
Putnam, CT 50
Nov 16 - Apr 15 999
Apr 16 - May 31 960
Jun 1 - Sep 30 882
Oct 1 - Nov 15 960
Pomfret, CT 250
Nov 16 - Apr 15 2,873
Apr 16 - May 31 2,760
Jun 1 - Sep 30 2,535
Oct 1 - Nov 15 2,760
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- ---------- -------------------- ------------------
Plainville
(Southington), CT 3,123 50
Nov 16 - Apr 15 3,001
Apr 16 - May 31 2,756
Jun 1 - Sep 30 3,001
Oct 1 - Nov 15
Vernon, CT 100
Nov 16 - Apr 15 9,619
Apr 16 - May 31 9,242
Jun 1 - Sep 30 8,488
Oct 1 - Nov 15 9,242
Thompsonville, CT 198
Nov 16 - Apr 15 4,372
Apr 16 - May 31 4,201
Jun 1 - Sep 30 3,858
Oct 1 - Nov 15 4,201
Kensington, CT 125
Nov 16 - Apr 15 17,239
Apr 16 - May 31 16,563
Jun 1 - Sep 30 15,212
Oct 1 - Nov 15 16,563
Oxford, CT 105
Nov 16 - Apr 15 1,477
Apr 16 - May 31 1,419
Jun 1 - Sep 30 1,303
Oct 1 - Nov 15 1,419
Waterford, CT 75
Nov 16 - Apr 15 2,076
Apr 16 - May 31 1,995
Jun 1 - Sep 30 1,832
Oct 1 - Nov 15 1,995
Montville, CT 75
Nov 16 - Apr 15 1,249
Apr 16 - May 31 1,200
Jun 1 - Sep 30 1,102
Oct 1 - Nov 15 1,200
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
- ---------- -------------------- ------------------
Ledyard, CT 75
Nov 16 - Apr 15 344
Apr 16 - May 31 331
Jun 1 - Sep 30 304
Oct 1 - Nov 15 331
Algonquin's Maximum Daily Delivery Obligation for the
Waterbury, Willimantic, Putnam, Pomfret, Plainville, Vernon,
Thompsonville, Kensington and Oxford Points of Delivery under
this Service Agreement and related Service Agreement No. 93013E
shall not exceed a combined total of 48,137 MMBtu on any single
day, and for the Waterford and Montville Points of Delivery shall
not exceed a combined total of 3,382 MMBtu on any single day.
Signed for Identification
Algonquin: /s/ John Mullaney (RSH)
-------------------------
Customer: /s/ David C. Egelson
--------------------------