EXHIBIT 10.44
Contract #: 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this 25th day of August,
1999, 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, Algonquin and Customer are currently parties to an executed agreement
dated January 6, 1999, under Algonquin's Rate Schedule AFT-1 (Algonquin's
Contract No. 97036); and
WHEREAS, Algonquin and Customer desire to enter into this Agreement to supersede
Algonquin's Contract No. 97036, dated January 6, 1999;
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 2,000 MMBtu
Maximum Annual Transportation Quantity 304,000 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.
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective on November 1, 1999 and shall
continue in effect until and including March 31, 2000. The term of this
agreement shall not be extended beyond March 31, 2000. Upon expiration of
this Agreement, Customer shall have no right providing for the avoidance
of pregranted abandonment.
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-l.
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.
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
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.
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO 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
(b) Customer: Colonial Gas Company
40 Market Street
Lowell, MA 01853
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.
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto:
agreement dated January 6, 1999, between Algonquin and Customer under
Algonquin's Rate Schedule AFT-1 (Pipeline's Contract No. 97036).
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/ [ILLEGIBLE]
--------------------------- /s/ PMT
Title: Vice President
------------------------
COLONIAL GAS COMPANY
By: /s/ John P. Harrington
---------------------------
Title: Senior V.P. - Gas Supply
------------------------
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit A
Point(s) of Receipt
Dated: August 25, 1999
To the service agreement under Rate Schedule AFT-1
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)
------- ------- ------
Mendon, MA 2,000 At any pressure
requested by
Algonquin not in
excess of 750 Psig.
Signed for Identification
Algonquin: /s/ [ILLEGIBLE]
------------------------------ /s/ JMM
Customer: /s/ John P. Harrington
------------------------------
Contract No. 97036R
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit B
Point(s) of Delivery
Dated: August 25, 1999
To the service agreement under Rate Schedule AFT-1 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)
-------- ------- ------
On the outlet side
of meter station
located at:
Sagamore, MA 2,000 225
Signed for Identification
Algonquin: /s/ [ILLEGIBLE]
------------------------------ /s/ JMM
Customer: /s/ John P. Harrington
------------------------------