EXHIBIT 10.35
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 30th day of December, 1993,
by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corporation
(herein called "PIPELINE") and BOSTON GAS COMPANY, (herein called "Customer",
whether one or more),
W I T N E S S E T H:
WHEREAS, the Federal Energy Regulatory Commission required Pipeline to
restructure Pipeline's services to reflect compliance with Order Nos. 636, 636-
A, and 636-B (collectively hereinafter referred to as "Order No. 636"); and
WHEREAS, by order issued January 13, 1993 (62 FERC P61,015) and order issued
April 22, 1993 (63 FERC P61,100), the Federal Energy Regulatory Commission
accepted Pipeline's revised tariff sheets filed in compliance with Order No.
636 to become effective June 1, 1993, subject to certain conditions set forth
in the April 22, 1993 order; and
WHEREAS, CNG TRANSMISSION Corporation ("CNG") made its final Order No. 636
service elections on May 3, 1993 pursuant to the April 22, 1993 order and
Pipeline filed revised tariff sheets to become effective June 1, 1993 in
compliance with the April 22, 1993 order; and
WHEREAS, Customer is also a customer of CNG; and
WHEREAS, CNG, in compliance with Order No. 636 and Federal Energy Regulatory
Commission orders issued in Docket No. RS92-14, is assigning its firm service
rights on Pipeline directly to its customers; and
WHEREAS, Customer's service rights hereunder are part of CNG's service rights
being assigned to its customers; and
WHEREAS, Pipeline and Customer now desire to enter into this Service Agreement
to reflect the assignment of CNG's service rights to Customer;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties do covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule FT-1, and of the General Terms and Conditions, transportation service
hereunder will be firm. Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule FT-1, Pipeline agrees to deliver for
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Quantity (MDQ) 5,033 dth
Pipeline shall receive for Customer's account, at those points on Pipeline's
system as specified in Article IV herein or available to Customer pursuant to
Section 14 of the General Terms and Conditions (hereinafter referred to as
Point(s) of Receipt) for transportation hereunder daily quantities of gas up to
Customer's MDQ, plus Applicable Shrinkage. Pipeline shall transport and deliver
for Customer's account, at those points on Pipeline's system as specified in
Article IV herein or available to Customer pursuant to Section 14 of the General
Terms and Conditions (hereinafter referred to as Point(s) of Delivery), such
daily quantities tendered up to such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at any
Point of Receipt on any day a quantity of gas in excess of the applicable
Maximum Daily Receipt Obligation (MDRO), plus Applicable Shrinkage, but shall
not receive in the aggregate at all Points of Receipt on any day a quantity of
gas in excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline shall
not be obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily Delivery
Obligation (MDDO), but shall not deliver in the aggregate at all Points of
Delivery on any day a quantity of gas in excess of the applicable MDQ.
In addition to the MDQ and subject to the terms, conditions and limitations
hereof, Rate Schedule FT-1 and the General Terms and Conditions, Pipeline shall
deliver within the Access Area under this and all other service agreements under
Rate Schedules CDS, FT-1, and/or SCT, quantities up to Customer's Operational
Segment Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account, as
requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on October 1, 1993 and shall
continue in force and effect until 10/31/1999 and year to year thereafter unless
this Service Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon five (5) years
prior written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. Subject to Section 22
of Pipeline's General Terms and Conditions and without prejudice to such rights,
this
2
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
Service Agreement may be terminated at any time by Pipeline in the event
Customer fails to pay part or all of the amount of any xxxx for service
hereunder and such failure continues for thirty (30) days after payment is due;
provided, Pipeline gives thirty (30) 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 xxxx
or furnishes a good and sufficient surety bond guaranteeing payment to Pipeline
of such outstanding xxxx.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED CONTRACT TERM OR THE
PROVISION OF A TERMINATION NOTICE BY CUSTOMER TRIGGERS PREGRANTED ABANDONMENT
UNDER SECTION 7 OF THE NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE
TERMINATION. PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND
CONDITIONS ON THE EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the other
parts of this Service Agreement until such time as such balancing has been
accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-1 and of the General Terms and
Conditions of Pipeline's FERC Gas Tariff on file with the Federal Energy
Regulatory Commission, all of which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered hereunder and for the
availability of such service in the period stated, the applicable prices
established under Pipeline's Rate Schedule FT-1 as filed with the Federal Energy
Regulatory Commission, and as same may hereafter be legally amended or
superseded.
Customer agrees that Pipeline 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 Pipeline's Rate Schedule FT-1, (b)
Pipeline's Rate Schedule FT-1 pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule FT-1. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of Customer
subsequent to the execution
3
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
of this Service Agreement and Pipeline shall not have the right during the
effectiveness of this Service Agreement to make any filings pursuant to Section
4 of the Natural Gas Act to change the MDQ specified in Article I, to change the
term of the service agreement as specified in Article II, to change Point(s) of
Receipt specified in Article IV, to change the Point(s) of Delivery specified in
Article IV, or to change the firm character of the service hereunder. Pipeline
agrees that Customer may protest or contest the aforementioned filings, and
Customer does not waive any rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which Pipeline shall
receive and deliver gas, respectively, shall be specified in Exhibit(s) A and B
of the executed service agreement. Customer's Zone Boundary Entry Quantity and
Zone Boundary Exit Quantity for each of Pipeline's zones shall be specified in
Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth herein
at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform to
the quality specifications set forth in Section 5 of Pipeline's General Terms
and Conditions. Customer agrees that in the event Customer tenders for service
hereunder and Pipeline agrees to accept natural gas which does not comply with
Pipeline's quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute, if such
supplier has retained processing rights to the gas delivered to Customer, the
appropriate agreements prior to the commencement of service for the
transportation and processing of any liquefiable hydrocarbons and any PVR
quantities associated with the processing of gas received by Pipeline at the
Point(s) of Receipt under such Customer's service agreement. In addition,
subject to the execution of appropriate agreements, Pipeline is willing to
transport liquids associated with the gas produced and tendered for
transportation hereunder.
4
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Pipeline's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this Service 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 regular
mail to the post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: Texas Eastern Transmission Corporation
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
(b) Customer: BOSTON GAS COMPANY
XXX XXXXXX XXXXXX
XXXXXX, XX 00000
or such other address as either party shall designate by formal written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or consolidation to the
properties, substantially as an entirety, of Customer, or of Pipeline, as the
case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement under the
provisions of any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first shall have
obtained the consent thereto in writing of the other; provided further, however,
that neither Customer nor Pipeline shall be released from its obligations
hereunder without the consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms and Conditions.
To the extent Customer so desires, when it releases capacity pursuant to Section
3.14 of the General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement shall be in
accordance with the laws of the State of Texas without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to all
present and future valid laws with respect to the subject matter, State and
Federal, and to all valid present and future orders, rules, and regulations of
duly constituted authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the effective date of
this Service Agreement, the contract(s) between the parties hereto as described
below:
NONE
6
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be signed by their respective Presidents, Vice Presidents or other duly
authorized agents and their respective corporate seals to be hereto affixed and
attested by their respective Secretaries or Assistant Secretaries, the day and
year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
BY /s/ Xxxxx X. Xxx
-----------------------------------
Vice President
ATTEST:
/s/ Xxxxxx X. Xxxx
----------------------------
BOSTON GAS COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
ATTEST:
/s/ X. Xxxxxx
----------------------------
7
CONTRACT 800348
------
EXHIBIT A, TRANSPORATION PATH FOR BILLING PURPOSES DATED 12/30/93,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE"), AND
BOSTON GAS COMPANY ("CUSTOMER"),
DATED 12/30/93
(1) Customer's FIRM POINT(S) OF RECEIPT:
Maximum Daily
Receipt
Obligation (plus Measurement
Point of Applicable Responsib-
Receipt Description Shrinkage) (dth) bilities Owner Operator
------- ----------- ---------------- --------- ----- --------
70028 Southern Natural Gas (From T.E) 14 * TX EAST XXXX TX EAST SOTHN NAT GS
Kosciusko, MS (To T Attaia Co., XXXX
MS)
70217 United Gas Kosciusko, MS Attaia 305 * XXXX XXX XX XXXX XXX XXXX XXX XX
Xx., XX PL
* Included in Firm Receipt Point Entitlements as set forth in Section 14 of
Pipeline's General Terms and Conditions at the Kociusko, Mississippi Point
of Receipt.
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published by
Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as set
forth in section 6 of Pipeline's General Terms and Conditions at such Point(s)
of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M1 TO M2 5,033
SIGNED FOR IDENTIFICATION
PIPELINE: [SIGNATURE ILLEGIBLE]
------------------------------
CUSTOMER: /s/ X. X. Xxxxxxx
------------------------------
Contract #:800348
------
EXHIBIT B, POINT(S) OF DELIVERY, DATED March 4, 1994
-------------
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
BOSTON GAS COMPANY ("Customer"),
DATED October 1, 1993
---------------
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
------- ----------- ---------- ------------------ ---------- ----- --------
(dth)
1. 70004 CNG TRANSMISSION - As provided in Section 6 TX EAST XXXX TX EAST TX EAST
CLARINGTON, OH MONROE of the General Terms and XXXX XXXX
CO., OH Conditions of Pipeline's
FERC Gas Tariff
2. 70051 CNG TRANSMISSION - As provided in Section 6
SOMERSET, PA SOMERSET of the General Terms and TX EAST XXXX TX EAST CNG TRANS
CO., PA Conditions of Pipeline's XXXX
FERC Gas Tariff
3. 70372 CNG TRANSMISSION - At the operating pressure TX EAST XXXX TX EAST CNG TRANS
MOUNDSVILLE, WV XXXXXXXX existing at the point of XXXX
CO., WV delivery
4. 70450 CNG TRANSMISSION - At the operating pressure TX EAST XXXX TX EAST CNG TRANS
SUMMERFIELD, OIL NOBLE existing at the Point of XXXX
CO., OH Delivery
5. 70471 CNG TRANSMISSION 200 pounds per square TX EAST XXXX TX EAST CNG TRANS
WOODSFIELD, OH MONROE inch gauge XXXX
CO., OH
6. 70983 CNG TRANSMISSION - 300 pounds per square CNG TRANS CNG CNG TRANS
POWHATAN POINT, OH inch gauge TRANS
MONROE CO., OH
7. 72533 DAMSON (PEOPLES) MM - At the operating pressure PEOPLES PEOPLES DAMSON
SOMERSET, PA SOMERSET existing at the Point of NG(PA) NG(PA) OIL
CO., PA Delivery
8. 75037 CNG As provided in Section 6 TX EAST XXXX TX EAST CNG TRANS
TRANSMISSION-WAYNESBURG of the General Terms and XXXX
PA(D70037) XXXXXX CO., PA Conditions of Pipeline's
FERC Gas Tariff
9. 75082 TETCO - OAKFORD STORAGE, 575 pounds per square CNG TRANS TX EAST CNG TRANS
PA- (D70082/R76082) inch gauge XXXX
XXXXXXXXXXXX CO., PA
10. 79921 COMPRESSOR STATION 21A At any pressure provided TX EAST XXXX TX EAST CNG TRANS
(UNIONTOWN) FAYETTE CO., by Texas Eastern not to XXXX
PA exceed 1,000 pounds per
square inch gauge
B-1
Contract #:800348
------
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
BOSTON GAS COMPANY
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
------- ----------- ---------- ------------------ ---------- ----- --------
(dth)
11. 79844 CNG - BOSTON GAS COMPANY 5,033 N/A N/A N/A N/A
FOR NOMINATION PURPOSES
provided, however, that all service under this Service Agreement shall be within
the limitations set forth in the Dispatching Agreement dated October 1, 1993
---------------
between Pipeline, Customer and CNC Transmission Corporation.
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ Xxxxx X. Xxx
-------------------------
CUSTOMER: /s/ Xxxxx Xxxxxx
-------------------------
SUPERSEDES EXHIBIT B DATED October 1, 1993
----------
B-2
Contract #:800348
------
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED 12/30/93, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
--------
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
BOSTON GAS COMPANY ("CUSTOMER"), DATED 12/30/93.
--------
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
--
==================================================================================================================================
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX M1-TGC X0-00 X0-00 X0-XXX X0-XXX X0 X0
----------------------------------------------------------------------------------------------------------------------------------
STX 134
----------------------------------------------------------------------------------------------------------------------------------
ETX 568 202
----------------------------------------------------------------------------------------------------------------------------------
WLA 62 134
----------------------------------------------------------------------------------------------------------------------------------
ELA 4010
----------------------------------------------------------------------------------------------------------------------------------
M1-24 568
----------------------------------------------------------------------------------------------------------------------------------
M1-30 4010
----------------------------------------------------------------------------------------------------------------------------------
M1-TXG 264
----------------------------------------------------------------------------------------------------------------------------------
M1-TGC 267
----------------------------------------------------------------------------------------------------------------------------------
M2-24
----------------------------------------------------------------------------------------------------------------------------------
M2-30
----------------------------------------------------------------------------------------------------------------------------------
M2-TXG
----------------------------------------------------------------------------------------------------------------------------------
M2-TGC
----------------------------------------------------------------------------------------------------------------------------------
M2
----------------------------------------------------------------------------------------------------------------------------------
M3
----------------------------------------------------------------------------------------------------------------------------------
C-1
Contract #:800348
------
EXHIBIT C (Continued)
BOSTON GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
--
==================================================================================================================================
FROM STX ETX XXX XXX X0-00 X0-00 X0-XXX X0-XXX X0-00 X0-00 X0-XXX X0-XXX X0 X0
----------------------------------------------------------------------------------------------------------------------------------
STX
----------------------------------------------------------------------------------------------------------------------------------
ETX
----------------------------------------------------------------------------------------------------------------------------------
WLA
----------------------------------------------------------------------------------------------------------------------------------
ELA
----------------------------------------------------------------------------------------------------------------------------------
M1-24 568
----------------------------------------------------------------------------------------------------------------------------------
M1-30 4010
----------------------------------------------------------------------------------------------------------------------------------
M1-TXG 264
----------------------------------------------------------------------------------------------------------------------------------
M1-TGC 267
----------------------------------------------------------------------------------------------------------------------------------
M2-24
----------------------------------------------------------------------------------------------------------------------------------
M2-30
----------------------------------------------------------------------------------------------------------------------------------
M2-TXG
----------------------------------------------------------------------------------------------------------------------------------
M2-TGC
----------------------------------------------------------------------------------------------------------------------------------
M2
----------------------------------------------------------------------------------------------------------------------------------
M3
----------------------------------------------------------------------------------------------------------------------------------
SIGNED FOR INDENTIFICATION:
PIPELINE: /s/ Xxxxx X. Xxx
------------------------
CUSTOMER: /s/ X. X. Xxxxxxx
------------------------
SUPERCEDES EXHIBIT C DATED ____________________________
