Contract #: 400223
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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, Pipeline and Customer are currently parties to service
agreements under Pipeline's Rate Schedule SS-1 (Pipeline's Contract Nos.
400148, 400149, 400150 and 412008) which specify an MDWQ of 2,216 dth and an
MSQ of 261,719 dth, an MDWQ of 3,521 dth and an MSQ of 246,470 dth, an MDWQ
of 21,263 and an MSQ of 1,275,780 and an MDWQ of 207 and an MSQ of 14,490
respectively; and
WHEREAS, Pipeline and Customer desire to enter into this Service
Agreement to supersede Customer's existing Rate Schedule SS-1 service
agreements referenced above; and
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) 9,244 dth
Maximum Storage Quantity (MSQ) 1,798,459 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 27,207 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 the later of (i)
June 1, 1996 or (ii) the first day of the first month after Customer fully
executes this Service Agreement and shall continue in force and effect until
April 30, 2004 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 April 30th
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.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
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 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 Condi-
tions 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 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 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
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
storage in excess of the Customer MDIQ.
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SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
The Point(s) of Delivery at which Pipeline shall deliver gas shall be
specified in Exhibit A of the executed service agreement.
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, certi-
fied, 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.
5 400223
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.
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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:
Service Agreement(s) dated, November 17, 1993 and
between Pipeline and Customer under Pipeline's Rate Schedule SS-1
(Pipeline's Contract Nos. 400148, 400149, 400150 and 412008).
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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
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Vice President
ATTEST:
Xxxxxx X. Xxxx
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CONNECTICUT NATURAL GAS CORPORATION
By Xxxx X. Xxxxxxxx
--------------------------------
Vice President
ATTEST:
X. X. Xxxxxxx
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