Exhibit 10.34
SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
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.
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SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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.
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.
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SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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
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SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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 Agreement shall be effective as of the 1st day of September, 1993,
and shall remain in force and effect until the 14th day of January, 2003,
("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 unless Shipper elects upon one year's prior written
notice to Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary Term for a
term of five years and shall automatically extend for successive five year
terms thereafter unless Shipper provides notice described above in advance
of the expiration of a succeeding term; 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 FERC Gas Tariff Volume No. 1, 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 no
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 Tariff.
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SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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. 0. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: BOSTON GAS CO
XXX XXXXXX XXXXXX
00XX XXXXX
XXXXXX, XX 00000
Attention: XXXX XXXXXXX
BILLING: BOSTON GAS CO
XXX XXXXXX XXXXXX
00XX XXXXX
XXXXXX, XX 00000
Attention: XXX XXXXXXXXXX
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.
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SERVICE PACKAGE XX. 000
XXXXXXXXX XX. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement 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 TENN-SPEED 2 System and Shipper
has been notified through TENN-SPEED 2 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: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
TITLE: VICE PRESIDENT
---------------------------
DATE: 3 DEC 94
---------------------------
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GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE: 256
SERVICE PACKAGE TQ: 10,533
MINIMUM
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ PRESSURE
--------------------------------------------------------------------------------------------------------------------------------
010902 0 TRANS-NIAGARA RIVER PURCHASE TRANS CANADA PIPELINE LTD NIAGARA NY 05 R 230 10,533 700 LBS
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 06 D 200 10,533 100 LBS
020192 0 XXXXXX-XXXXXXXXX XXXX XXXXXX XXX XX XXXXXXXXX XX 06 D 200 513 100 LBS
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 3
