Boston Gas
Exhibit 10.41
MARITIMES & NORTHEAST PIPELINE
SERVICE AGREEMENT
FOR RATE SCHEDULE MN365
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This Service Agreement is made and entered into this 16th day of June 1999,
by and between Maritimes & Northeast Pipeline Limited Partnership (herein called
"Pipeline") and Boston Gas Company (herein called "Customer"),
W I T N E S S E T H:
WHEREAS, Customer has requested and Pipeline has agreed to transport
quantities of gas that are delivered by Customer or Customer's agent to Pipeline
pursuant to the terms of this service Agreement.
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:
(i) completion by Pipeline of construction of the facilities required to
render service to Customer hereunder;
(ii) the terms, conditions and limitations hereof, of Pipeline's Rate
Schedule MN365, and of the GT&C; and
transportation service hereunder will be firm and Pipeline agrees to deliver for
Customer's account quantities of natural gas up to the following quantity:
Maximum Daily Transportation Quantity (MDTQ) 43,200 MMBtu
(45,578 GJ)
Pipeline will receive. for Customer's account for transportation hereunder
daily quantities of gas up to Customer's MDTQ, plus Fuel Retainage Quantity, at
Point(s) of Receipt as specified in Article IV herein. Pipeline will transport
and deliver for Customer's account such daily quantities tendered up to
Customers MDTQ at Point(s) of Delivery as specified in Article IV herein.
On any given Day, Pipeline shall not be obligated to, but may at its sole
discretion, receive at Point(s) of Receipt quantities of gas in excess of
Pipeline's Maximum Daily Receipt Obligation (MDRO), plus Fuel Retainage
Quantity, but shall not receive in the aggregate at all Points of Receipt on any
Day a quantity of gas in excess of the applicable MDTQ, plus Fuel Retainage
Quantity. On any given Day, Pipeline shall not be obligated to, but may at its
sole discretion, deliver at Point(s) of Delivery quantities of gas in excess of
Pipeline's 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 MDTQ.
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ARTICLE II
TERM OF AGREEMENT
This Service Agreement shall become effective as of the date set forth
hereinabove. Service under this Service Agreement shall commence on the "Service
Commencement Date" which shall be the latest to occur of: (i) November 1, 1999;
(ii) the date the Sable Offshore Energy Project facilities are commissioned,
tested and placed in service, (iii) the date on which the Maritimes & Northeast
Pipeline facilities are placed into service. This Service Agreement shall
continue in effect, unless terminated earlier pursuant to the terms of the
Tariff, for a term through October 31, 2002 ("Primary Term"); provided, however,
Customer shall have the one-time option, to be exercised in writing at least
nine (9) months prior to the end of the Primary Term, to extend the term of this
Agreement through March 31, 2007. If Customer does not exercise this option
within the specified time, this Agreement shall terminate on October 31, 2002.
If Customer does exercise this option within the specified time, this Agreement
shall continue in effect, unless terminated earlier pursuant to the terms of the
Tariff, through March 31, 2007 and shall remain in force from year to year
thereafter unless terminated by either party by written notice at least two
years prior to March 31, 2007 or any successive term thereafter.
If the Service Commencement Date has not occurred by February 1, 2002,
either party shall thereafter have the right, but not the obligation, to
terminate this Service Agreement without financial obligation and/or liability
by providing notice of its intention to do so to the other party and this
Service Agreement shall terminate on the ninetieth (90th) day following the date
of receipt of such notice by the other party unless in the interim the Service
Commencement Date has occurred.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances or to make payment under this Service Agreement as required by the
GT&C will survive the other parts of this Service Agreement until such time as
such balancing or payment has been accomplished.
ARTICLE III
RATE SCHEDULE
For the entire period when this Service Agreement is in effect, this
Service Agreement will be subject to all provisions of Rate Schedule MN365 and
the GT&C of Pipeline's Tariff on file with the National Energy Board, all of
which are by thus reference made a part hereof to the extent that such
provisions are not contradicted by any provision herein. In the event of a
conflict between Rate Schedule MN365 or the GT&C and the provisions of this
Service Agreement, the specific provisions of this Service Agreement shall
control.
Customer agrees to and will pay Pipeline all Reservation, Usage and other
charges and fees provided for in Rate Schedule MN365, as effective from time to
time, for service under this Service Agreement, unless such payments are excused
under the provisions of Rate Schedule MN365 or the GT&C.
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Customer agrees that pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in: (i) the
rates and charges applicable to service pursuant to Pipeline's Rate Schedule
MN365 and under the Tariff; (ii) Pipeline's Rate Schedule MN365; and/for (iii)
any provision of the GT&C under the Tariff, Customer shall have the right to
intervene and protest any such filing.
ARTICLE IV
POINT(S) OF RECEIPT AND 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 this Service Agreement.
Exhibit(s) 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
to the quality specifications set forth in the GT&C. Customer agrees that if
customer tenders gas for service hereunder and Pipeline accepts such gas which
does not comply with Pipeline's quality specifications, Customer will pay all
costs associated with processing of such gas as necessary to comply with such
quality specifications; provided, however, that Pipeline shall provide Customer
with notice of a failure to comply with Pipeline's quality specifications within
a reasonable time after Pipeline becomes aware of such failure to comply.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the GT&C, any notice,
request, demand, statement, invoice or payment provided for in this Service
Agreement, or any notice which any party desires to give to the other, must be
in writing and delivered personally or by courier, first class mail or facsimile
to the address of the relevant party as follows;
(a) Pipeline: Attn:
Marketing Manager
Maritimes & Northeast Pipelines
Management Ltd.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxx Xxxxxx
X0X 0X0
Ph: (902) 425-4474
Fax: (000) 000-0000
(b) Customer: Attn: Xx. Xxxx Xxxxxxx
Vice President of Gas Resources
Boston Gas Company
0 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx
00000
Ph: (617)723-5512 ext. 2248
Fax: (000)000-0000
Any such notice, request, demand, statement, invoice or payment will be
considered duly delivered; (i) at the time of delivery if personally delivered
or sent by facsimile; (ii) on the Business Day following transmittal thereof if
sent by courier, or (iii) on the third Business Day following mailing thereof if
sent by first class mail.
ARTICLE VII
ASSIGNMENTS
Any company which succeeds by purchase, merger, or consolidation to the
properties, substantially or in entirety, of Customer or of Pipeline will be
entitled to the rights and will be subject to the obligations of its predecessor
in title under this Service Agreement. 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. Except as set forth
above, neither Customer nor Pipeline shall assign this Service Agreement or any
of its rights hereunder without the prior written consent of the other party and
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 9 of the GT&C.
ARTICLE VIII
AGENCY ARRANGEMENT
Customer shall have the right to designate an agent or person or provide
nomination and scheduling information, to receive invoices and make payments, to
take actions necessary to release capacity and handle imbalance resolutions for
Customer on Customer's behalf. The agent may be the same as used for similar
purposes with respect to transportation on Maritimes & Northeast Pipeline,
L.L.C. or other third party pipeline. Customer must provide Pipeline with ten
(10) days' advance written notice of its agent and the effective date after
which Pipeline is to act in accordance with the direction of the agent. Pipeline
shall be entitled to rely on the representations, actions, and other directions
of the agent on behalf of Customer and will be fully protected in relying upon
such agent. Customer indemnifies and holds Pipeline harmless with respect to
actions taken by Pipeline in reliance on Customer's agent.
ARTICLE IX
NONRECOURSE OBLIGATION OF
LIMITED PARTNERSHIP,
GENERAL PARTNER AND OPERATOR
Customer acknowledges and agrees that; (a) Pipeline is a New Brunswick
limited partnership; (b) Customer shall have no recourse against any partner of
Pipeline or against Maritimes & Northeast Pipeline, L.L.C. or a member thereof
with respect to Pipeline's obligations under this Service Agreement and that its
sole recourse shall be against the assets and revenues of Pipeline, irrespective
of any failure to comply with applicable law of any provision of this Service
Agreement; (c) no claim shall be made against any partner of Pipeline or against
Maritimes & Northeast Pipeline, L.L.C. or a member thereof under or in
connection with this Service Agreement, except that the General Partner may be
joined as a nominal party for the purpose of enforcing Customer's rights
hereunder; (d) no claims shall be made against the Operator, its officers,
employees, and agents, under or in connection with this Service Agreement and
the performance of its duties as Operator (provided that this shall not bar
claims resulting from the gross negligence, undue discrimination or willful
misconduct of the Operator) and Customer shall provide the Operator with a
waiver of subrogation of Customer's insurance company for all such claims; and
(e) this representation is made expressly for the benefit of the partners in
Pipeline, the General Partner, Operator, Maritimes & Northeast Pipeline, L.L.C.
and its members.
ARTICLE X
INTERPRETATION
The parties hereto agree that the interpretation and performance of this
Service Agreement must be in accordance with the laws of the Province of Nova
Scotia and laws of Canada applicable therein without recourse to the law
governing conflict of laws.
This Service Agreement and the obligations of the parties are subject to
all applicable present and future valid laws with respect to the subject matter,
Provincial and Federal, and to all valid present and future orders, rules, and
regulations of duly constituted authorities having jurisdiction.
ARTICLE XI
CANCELLATION OF PRIOR CONTRACTS(S)
This Service Agreement constitutes the entire agreement between the parties
as to the subject matter hereof and supercedes the Precedent Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement
to be executed by their respective duly authorized officers the day and year
first above written.
MARITIMES & NORTHEAST PIPELINE
LIMITED PARTNERSHIP
By its General Partner
MARITIMES & NORTHEAST PIPELINE
MANAGEMENT LTD.
By: /s/ [ILLEGIBLE]
-----------------------------------
TITLE: President
-----------------------------------
BOSTON GAS COMPANY
By: /s/ [ILLEGIBLE]
-----------------------------------
TITLE: Vice President
-----------------------------------
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Customer agrees that pipeline shall have the unilateral right to file with
the appropriate regulatory authority and make changes effective in: (i) the
rates and charges applicable to service pursuant to Pipeline's Rate Schedule
MN365 and under the Tariff; (ii) Pipeline's Rate Schedule MN365; and/for (iii)
any provision of the GT&C under the Tariff, Customer shall have the right to
intervene and protest any such filing.
ARTICLE IV
POINT(S) OF RECEIPT AND 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 this Service Agreement.
Exhibit(s) 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
to the quality specifications set forth in the GT&C. Customer agrees that if
customer tenders gas for service hereunder and Pipeline accepts such gas which
does not comply with Pipeline's quality specifications, Customer will pay all
costs associated with processing of such gas as necessary to comply with such
quality specifications; provided, however, that Pipeline shall provide Customer
with notice of a failure to comply with Pipeline's quality specifications within
a reasonable time after Pipeline becomes aware of such failure to comply.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the GT&C, any notice,
request, demand, statement, invoice or payment provided for in this Service
Agreement, or any notice which any party desires to give to the other, must be
in writing and delivered personally or by courier, first class mail or facsimile
to the address of the relevant party as follows;
(a) Pipeline: Attn:
Marketing Manager
Maritimes & Northeast Pipelines
Management Ltd.
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxx Xxxxxx
X0X 0X0
Ph: (902) 425-4474
Fax: (000) 000-0000
EXHIBIT A
to
SERVICE AGREEMENT UNDER
RATE SCHEDULE MN365
BETWEEN
MARITIMES & NORTHEAST PIPELINE LIMITED PARTNERSHIP
AND
BOSTON GAS COMPANY ("CUSTOMER")
DATED ,1999
----
FIRM RECEIPT POINT(S)
RECEIPT RECEIPT PRESSURE
POINT MDRO LIMITATIONS
----- ---- -----------
(plus applicable fuel
retainage quantities)
Goldboro, Nova Scotia 43,200 MMBtu 1,440 psig
(45,578 GJ)
Signed for identification
Pipeline: /s/ Illegible
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Customer: /s/ Illegible
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Supersedes Exhibit A Dated:
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EXHIBIT B
to
SERVICE AGREEMENT UNDER
RATE SCHEDULE MN365
BETWEEN
MARITIMES & NORTHEAST PIPELINE LIMITED PARTNERSHIP
AND
BOSTON GAS COMPANY ("CUSTOMER")
DATED 11/15, 1999
FIRM DELIVERY POINT(S)
DELIVERY POINT MDDO DELIVERY PRESSURE LIMITATIONS
-------------- ---- -----------------------------
St. Xxxxxxx, New Brunswick 43,200 MMBtu As requested by
(45,578 GJ) Customer and verified
by M&NP L.L.C. as
being required to
meet Customers
contracted volumes.
Signed for identification
Pipeline: /s/ Illegible
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Customer: /s/ Illegible
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Supersedes Exhibit B dated:
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