EXHIBIT 10.20.1
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September,
1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and BOSTON GAS CO, a MASSACHUSETTS
Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall
collectively be referred to herein as the "Parties."
ARTICLE I - DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
which Transporter agrees to receive and transport on a firm basis, subject
to Article II herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be 10,533 dekatherms.
Any limitations of the quantities to be received from each Point of Receipt
and/or delivered to each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II - TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
ARTICLE V- QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI - RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for the
transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff. Except as provided to the contrary in any
written or electronic agreement(s) between Transporter and Shipper in
effect during the term Agreement, Shipper shall pay Transporter the
applicable maximum rate(s) and all other applicable charges and surcharges
specified in the Summary of Rates in Transporter's FERC Gas Tariff and in
this Rate Schedule. Transporter and Shipper may agree that a specific
discounted rate will apply only to certain volumes under the agreement.
Transporter and Shipper may agree that a specified discounted rate will
apply only to specified volumes (MDQ, TQ, commodity volumes, Extended
Receipt and Delivery Service Volumes or Authorized Overrun volumes) under
the Agreement; that a specified discounted rate will apply only if
specified volumes are achieved (with the maximum rates applicable to
volumes above the specified volumes or to all volumes if the specified
volumes are never achieved); that a specified discounted rate will apply
only during specified periods of the year or over a specifically defined
period of time; that a specified discounted rate will apply only to
specified points, zones, markets or other defined geographical area; and/or
that a specified discounted rate will apply only to production or reserves
committed or dedicated to Transporter. Transporter and Shipper may agree to
a specified discounted rate pursuant to the provisions of this Section 6.1
provided that the discounted rate is between the applicable maximum and
minimum rates for this service.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
or similar fees, which have not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall have
the unilateral right to file with the appropriate regulatory authority and
make effective changes in (a) the rates and charges applicable to service
pursuant to Transporter's Rate Schedule FT-A, (b) the rate schedule(s)
pursuant to which service hereunder is rendered, or (c) any provision of
the General Terms and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted regulatory
authorities for such adjustment of Transporter's existing FERC Gas Tariff
as may be found necessary to assure Transporter just and reasonable rates.
ARTICLE VII - XXXXXXXX AND PAYMENTS
Transporter shall xxxx and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
ARTICLE VIII - GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX - REGULATION
9.1 This Agreement shall be subject to all applicable and lawful governmental
statutes, orders, rules and regulations and is contingent upon the receipt
and continuation of all necessary regulatory approvals or authorizations
upon terms acceptable to Transporter. This Agreement shall be void and of
no force and effect if any necessary regulatory approval is not so obtained
or continued. All Parties hereto shall cooperate to obtain or continue all
necessary approvals or authorizations, but no Party shall be liable to any
other Party for failure to obtain or continue such approvals or
authorizations.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
ARTICLE X - RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI - WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General Terms
and Conditions of Transporter's FERC Gas Tariff, Shipper warrants the
following:
(a) Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place as of the requested
effective date of service, and that it has advised the upstream and
downstream transporters of the receipt and delivery points under this
Agreement and any quantity limitations for each point as specified on
Exhibit "A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder in the
event any upstream or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service hereunder
in the event of any breach of warranty.
ARTICLE XII - TERM
12.1 This contract shall be effective as of the 1 day of September, 1993 and
shall remain in force and effect, unless modified as per Exhibit B, until
31October, 2008 ("Primary Term") and on a month to month basis thereafter
unless terminated by either Party upon at least thirty (30) days prior
written notice to the other Party; provided, however, that if the Primary
Term is one year or more, then any rights to Shipper's extension of this
Agreement after the Primary Term shall be governed by Article III, Section
10.4 of the General Terms and Conditions of Transporter's FERC Gas Tariff;
provided further, if the FERC or other governmental body having
jurisdiction over the service rendered pursuant to this Agreement
authorizes abandonment of such service, this Agreement shall terminate on
the abandonment date permitted by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out imbalances
under this Agreement as required by the General Terms and Conditions of
Transporter's Tariff, shall survive the other parts of this Agreement until
such time as such balancing has been accomplished; provided, however, that
Transporter notifies Shipper of such imbalance not later than twelve months
after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any xxxx
for service rendered by Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
ARTICLE XIII - NOTICE
Except as otherwise provided in the General Terms and Conditions applicable to
this Agreement, any notice under this Agreement shall be in writing and mailed
to the post office address of the Party intended to receive the same, as
follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Director, Transportation Control
SHIPPER:
NOTICES: BOSTON GAS CO
Xxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
BILLING: BOSTON GAS CO
000 Xxxxxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Gas Resources Department
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV - ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of trust,
indenture, or other instrument which it has executed or may execute
hereafter as security for indebtedness. Either Party may, without relieving
itself of its obligation under this Agreement, assign any of its rights
hereunder to a company with which it is affiliated. Otherwise, Shipper
shall not assign this Agreement or any of its rights hereunder, except in
accord with Article III, Section 11 of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to the
properties, substantially as an entirety, of either Party hereto shall be
entitled to the rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
ARTICLE XV- MISCELLANEOUS
15.1 The interpretation and performance of this Contract shall be in accordance
with and controlled by the laws of the State of Texas, without regard to
the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or voidable,
by a court of competent jurisdiction, then that provision will be
considered severable at either Party's option; and if the severability
option is exercised, the remaining provisions of the Agreement shall remain
in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's Gas
Tariff, no modification of or supplement to the terms and provisions stated
in this agreement shall be or become effective until Shipper has submitted
a request for change through the PASSKEY and Shipper has been notified
through PASSKEY of Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made a
part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxx X. Xxxxxxx
Agent and Attorney-in-Fact
BOSTON GAS COMPANY
BY: Xxxxxxx X. Xxxxxxx
---------------------------
TITLE: Vice President
DATE: 3, Dec 94
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENENT
DATED September 1, 0000
XXXXXXX
XXXXXXXXX GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE: 256
SERVICE PACKAGE TQ: 10,533
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ MINIMUM PRESSURE
-----------------------------------------------------------------------------------------------------------------------------------
010902 0 TRANS-NIAGARA RIVER TRANS CANADA NIAGARA NY OS R 230 10,533 700 LBS
PURCHASE PIPELINE LTD
020111 0 BOSTON-LEOMINSTER MASS BOSTON GAS CO WORCESTER MA 06 D 200 1,025 100 LBS
020115 0 XXXXXX-XXXXXXXXX XXXX XXXXXX XXX XX XXXXXXXXX XX 86 D 200 10,533 100 LBS
020192 0 XXXXXX-XXXXXXXXX XXXX XXXXXX XXX XX XXXXXXXXX XX 86 D 200 513 100 LBS
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 3
