Contract #: 412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This Service Agreement, made and entered into this 15th
day of November, 1996, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline") and
CONNECTICUT NATURAL GAS CORPORATION (herein called "Customer," whether
one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under
certain of Pipeline's rate schedules and related service agreements;
and
WHEREAS, pursuant to the Federal Energy Regulatory
Commission's ("Commission") order issued on July 8, 1994, in Docket
Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242, Algonquin
is assigning on a permanent basis certain of its firm service
entitlements on Pipeline to certain of Algonquin's direct customers;
and
WHEREAS, Customer's capacity entilements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from Algonquin
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
and of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and store
for Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Injection Quantity (MDIQ) 74 dth
Maximum Storage Quantity (MSQ) 14,490 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum Daily
Withdrawal Quantity (MDWQ) of 207 dekatherms, or such lesser quantity
as determined pursuant to Rate Schedule SS-1, from Customer's Storage
Inventory, plus Applicable Shrinkage, and to deliver for Customer's
account such quantities. Pipeline's obligation to withdraw gas on any
day is governed by the provisions of Rate Schedule SS-1, including but
not limited to Section 6.
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until October
31, 2012 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 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.
In the event there is gas in storage for Customer's
account on April 30 of the year of termination of this Service
Agreement, this Service Agreement shall continue in force and effect
for the sole purpose of withdrawal and delivery of said gas to
Customer for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-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
2 412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
Schedule SS-1 as filed with the Federal Energy Regulatory Commission
and as the same may be hereafter revised or changed.
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 SS-1, (b) Pipeline's Rate
Schedule SS-1, pursuant to which service hereunder is rendered or (c)
any provision of the General Terms and Conditions applicable to Rate
Schedule SS-1. Notwithstanding the foregoing, Customer does not agree
that Pipeline shall have the unilateral right without the consent of
Customer subsequent to the execution 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 MDIQ, MSQ and MDWQ specified in Arti-
cle 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 natural gas received by Pipeline for Customer's
account for storage injection pursuant to this Service Agreement shall
be those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules CDS,
FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery the "SS-1
Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 for injection into storage scheduled
directly to the "SS-1 Storage Point" shall be deemed to have been
delivered 60% in Market Zone 2 and 40% in Market Zone 3. In addition,
at Customer's request any positive or negative variance between
scheduled deliveries and actual deliveries on any day at Customer's
Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall
be deemed for billing purposes delivered at the Point of Delivery and
shall be injected into or withdrawn from storage for Customer's
account. In addition to accepting gas for storage injection at the
SS-1 Storage Point, Pipeline will accept gas tendered at points of
interconnection between Pipeline and third party facilities at Oakford
and Xxxxx Storage Fields provided that such receipt does not result in
Customer tendering aggregate quantities for storage in excess of the
Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver
gas shall be specified in Exhibit A of the executed service agreement.
3
412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
Exhibit A and B 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 and be subject to the provisions of Section 5 of
the 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.
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: CONNECTICUT NATURAL GAS CORPORATION
X.X. XXX 0000
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
or such other address as either party shall designate by formal
written notice.
4
412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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.
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.
5
412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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
412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-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 Xxxxxx X. Xxxxx
-------------------------------
Vice President
ATTEST:
Xxxxxx X. Xxxx
--------------------------
Corporate Secretary
CONNECTICUT NATURAL GAS CORPORATION
By Xxxx X. Xxxxxxxx
-----------------------------
ATTEST:
X. X. Xxxxxxx
----------------------------
7
412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
Contract #: 412008
EXHIBIT A, POINT(S) OF DELIVERY, DATED _________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"), DATED ___________:
Maximum Daily
Delivery Measurement
Point of Obligation Delivery Pressure Responsi-
Delivery Description ---------- Obligation bilities Owner Operator
---------- ----------- ----------------- ----------- ----- -------------
1. 71078 Algonquin-Hanover 207 dth As requested by TE TE Algonquin Gas
Xxxxxx Co., NJ Customer, not to Transmission
exceed 750 psig
2. 00000 XXX-Xxxxxxxxxxx 0 dth X/X X/X X/X X/X
Natural for
nomination purposes
provided, however that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations at each of the Points of Delivery described above, including
Pipeline's maximum daily delivery obligations under this and all other
Firm Service Agreements existing between Pipeline and Customer, shall in
no event exceed the following:
Point of Aggregate Maximum
Delivery Daily Delivery Obligation
------------ ----------------------------
No. 1 31,626 dth
SIGNED FOR IDENTIFICATION:
A-1 412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
PIPELINE:
CUSTOMER:
SUPERSEDES EXHIBIT A DATED
A-2 412008
