Exhibit 10.36
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this ___ day of October,
1999, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, Customer desires Algonquin to transport natural gas for Customer's
account on a firm basis pursuant to the terms and conditions of Algonquin's Rate
Schedule AFT-1; and
WHEREAS, Algonquin and Customer desire to enter into this Service Agreement
under Rate Schedule AFT-1;
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:
For the period November 16 through the following March 15 of each year (or
March 14 in case of a leap year) during the term of this Agreement:
Maximum Daily Transportation Quantity 35,000 MMBtu; and
For the period March 16 (or March 15 in case of a leap year) through
November 15 of each year during the term of this Agreement:
Maximum Daily Transportation Quantity 0 XXXxx
00000
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
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 on the later of November 1, 1999, or
the in-service date of the facilities authorized by the Commission in
Docket No. CP99-113-000, and shall continue in effect for a term of ten
(10) years ("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. However, Customer shall have the right to terminate such
agreement subject to twelve months prior written notice, on and after
October 31, 2007, or eight (8) complete service years, whichever is later.
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 xxxx 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 xxxx or furnishes a good and sufficient surety bond
guaranteeing payment to Algonquin of such outstanding xxxx; provided that
Algonquin shall not be entitled to terminate service pending the
resolution of a disputed xxxx if Customer complies with the billing
dispute procedure currently on file in Algonquin's tariff.
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE II
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.
99012
SERVICE AGREEMENT
(APPLICABLE TO 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, xxxx 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
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
(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
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.
99012
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, 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.
None
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
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/ PMT
Title: ___________________________
BOSTON GAS COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------
/s/ [ILLEGIBLE]
Title: Vice President
---------------------------
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit A
Point(s) of Receipt
Dated: _____________________, 1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer)
concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
-------- ------------------ ----------------
Xxx Street 35,000 Algonquin's line pressure
Interconnect between 11/16 - 3/15 as may exist from time to
Algonquin and 0 time
Providence Gas Company 3/16 - 11/15
(by displacement only)
* In case of a leap year, the period during which the 35,000 MMBtu per day will
be in effect shall be reduced by one day to March 14, and the period during
which 0 MMBtu per day will be in effect shall be increased by one day so that
the specified period begins on March 15, 1999.
Signed for Identification
Algonquin: _________________________
/s/ JMM
Customer: /s/ X. X. Xxxxxxx
--------------------------
/s/ [ILLEGIBLE]
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit B
Point(s) of Delivery
Dated: _______________,1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and
Boston Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
At Customer's reduction 12,961 75
valves located at:
Everett, MA
At the property line on the outlet 5,272 125
side of meter stations located at:
Waltham, MA
East Braintree, MA 6,738 000
Xxxxxx, XX 718 100
Wellesley, MA 8,914 60
Ponkapoag, MA 11,836 000
Xxxxxxx, XX 1,165 00
Xxxxxx Xxxxxx 5,218 Algonquin's line
East Braintree, MA pressure
as may exist from
time to time
Algonquin's Maximum Daily Delivery Obligations for the East Braintree and Potter
Street Points of Delivery under Contract Nos. 93002CR, 93002ER and 99012 shall
not exceed a combined daily total equal to the aggregate of the former Maximum
Daily Delivery Obligations at the East Braintree Point of Delivery under Rate
Schedules AFT-1 (F-1) and AFT-E (F-1) in the amounts of 16,948 MMBtu and 5,238
MMBtu, respectively.
99012
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-l)
EXHIBIT B (continued)
Signed for Identification:
Algonquin: _________________________
/s/ JMM
Customer: /s/ X. X. Xxxxxxx
--------------------------
/s/ [ILLEGIBLE]
