Exhibit 10.22
9W011E
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
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 May 24, 1993, for service under Rate Schedule
AFT-E; 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-E 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-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 15,700*
Apr 16 - May 31 10,467
Jun 1 - Sep 30 0
Oct 1 - Nov 15 10,467
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 3,333,664 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-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: 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.
Service Agreement No. 9W011E executed by Customer and
Algonquin under Rate Schedule AFT-E dated May 24, 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 (RSH)
--------------------------------
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-E)
Exhibit A
Point(s) of Receipt
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E 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 9,730 by Algonquin but not in
Apr 16-May 31 6,487 excess of 750 Psig.
Jun 1-Sep 30 0
Oct 1-Nov 15 6,487
Lambertville, NJ At any pressure requested
Nov 16-Apr 15 5,970 by Algonquin but not in
Apr 16-May 31 3,980 excess of 750 Psig.
Jun 1-Sep 30 0
Oct 1-Nov 15 3,980
Signed for Identification
Algonquin: /s/ John Mullaney (RSH)
-------------------------
Customer: /s/ David C. Egelson
--------------------------
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-E)
Exhibit B
Point(s) of Delivery
Dated: September 1, 1994
To the service agreement under Rate Schedule AFT-E 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 14,211
Apr 16 - May 31 9,474
Jun 1 - Sep 30 0
Oct 1 - Nov 15 9,474
Waterford, CT 75
Nov 16 - Apr 15 1,369
Apr 16 - May 31 913
Jun 1 - Sep 30 0
Oct 1 - Nov 15 913
Stonington, CT 75
Nov 16 - Apr 15 120
Apr 16 - May 31 80
Jun 1 - Sep 30 0
Oct 1 - Nov 15 80
Signed for Identification
Algonquin: /s/ John Mullaney (RSH)
-------------------------
Customer: /s/ David C. Egelson
--------------------------