Exhibit 10.31
AGT-0002.LG
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AIT-1)
This Agreement ("Agreement") is made and entered into this
27th day of December, 1993, 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).
W I T N E S S E T H :
WHEREAS, under the superseded Rate Schedule T-LG, Algonquin
transported gas received by displacement from Providence Gas
Company ("Providence Gas"), which delivery by Providence Gas was
accomplished by physical deliveries to Providence Gas from the
storage facilities of Algonquin LNG, Inc. in Providence, Rhode
Island; and
WHEREAS, as a result of restructuring under Order No. 636,
Rate Schedule T-LG has been superseded and replaced by service
under Rate Schedule AIT-1 with the quantities being treated as
"old interruptible service" for purposes of scheduling of service
under Section 23 of the General Terms and Conditions;
NOW, THEREFORE, in consideration of the premises and mutual
agreements, herein contained, Algonquin and Customer 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 AIT-1, Algonquin agrees to
receive from or for the account of Customer for transportation on
an interruptible basis quantities of natural gas tendered by
Customer on any date 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, in excess of the following
quantities of natural gas plus the applicable Fuel Reimbursement
Quantities:
The Maximum Daily Transportation Quantity which, on any day,
shall be equal to (i) the sum of the Maximum Daily Transportation
Quantities for service under Customer's existing service
agreements under firm rate schedules in Algonquin's FERC Gas
Tariff minus (ii) the total quantity of gas actually scheduled
for delivery to Customer under such rate schedules and the Backup
Portion of Storage Demand under former Rate Schedules STB and SS-
III on that day, as applicable. Customer's Maximum Daily Receipt
Obligation shall equal Customer's Maximum Daily Transportation
Quantity for each day; provided, however, that only quantities
received by displacement from Providence Gas at the Providence
Point of Receipt shall be treated as "old interruptible service"
under Section 23.1 of the General Terms and Conditions; and
The Maximum Annual Transportation Quantity, which is equal
to the yearly aggregate of Customer's Maximum Daily
Transportation Quantity.
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
Quantity; 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
("MDDO"). Customer's MDDO for each such Point of Delivery on any
day shall be equal to (i) the sum of the MDDOs set forth in
Customer's existing service agreements under firm rate schedules
in Algonquin's FERC Gas Tariff minus (ii) the total quantity of
gas actually scheduled for delivery to Customer at each such
Point of Delivery under such rate schedules and the Backup
Portion of Storage Demand under former Rate Schedules STB and SS-
III, as applicable, on that day.
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 May 31, 1994 ("Primary Term") and shall remain in force
from month to month 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.
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 AIT-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 AIT-1, nor less than the minimum rate under Rate
Schedule AIT-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
AIT-1, (b) Algonquin's Rate Schedule AIT-1, pursuant to which
service hereunder is rendered or (c) any provision of the General
Terms and Conditions applicable to Rate Schedule AIT-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
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 V
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 VI
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto.
Service Agreement executed by The Connecticut Light and
Power Company and Algonquin under Rate Schedule T-LG dated
November 1, 1984.
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