Contract #: 800294R
-------
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
This Service Agreement, made and entered into this 20th day of May, 1998,
by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware Corpora-
tion (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 and Pipeline currently are parties to an executed
service agreement under Pipeline's Rate Schedule FT-1 (Pipeline's Contract
No. 800294 dated November 17, 1993 ("Contract No. 800294")); and
WHEREAS, Customer and Pipeline desire to enter into this Service Agreement
to supersede Contract No. 800294 to reflect the terms set forth herein;
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, of Pipeline's
Rate Schedule FT-1, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and
limitations hereof and of Pipeline's Rate Schedule FT-1, Pipeline agrees to
deliver for Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Quantity (MDQ) 6,340 dth
Pipeline shall receive for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available to Customer
pursuant to Section 14 of the General Terms and Conditions (hereinafter
referred to as Point(s) of Receipt) for transportation hereunder daily
quantities of gas up to Customer's MDQ, plus Applicable Shrinkage. Pipeline
shall transport and deliver for Customer's account, at those points on
Pipeline's system as specified in Article IV herein or available to Customer
pursuant to Section 14 of the General Terms and Conditions (hereinafter
referred to as Point(s) of Delivery), such daily quantities tendered up to
such Customer's MDQ.
Pipeline shall not be obligated to, but may at its discretion, receive at
any Point of Receipt on any day a quantity of gas in excess of the
applicable Maximum Daily Receipt Obligation (MDRO), plus Applicable
Shrinkage, but shall not receive in the aggregate at all Points of Receipt
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
on any day a quantity of gas in excess of the applicable MDQ, plus
Applicable Shrinkage. Pipeline shall not be obligated to, but may at its
discretion, deliver at any Point of Delivery on any day a quantity of gas in
excess of the applicable 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 MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule FT-1 and the General Terms and Conditions,
Pipeline shall deliver within the Access Area under this and all other
service agreements under Rate Schedules CDS, FT-1, and/or SCT, quantities up
to Customer's Operational Segment Capacity Entitlements, excluding those
Operational Segment Capacity Entitlements scheduled to meet Customer's MDQ,
for Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on June 1, 1998 and
shall continue in force and effect until October 31, 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 October 31, 2004 or any October 31 thereafter. 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.
Any portions of this Service Agreement necessary to correct or cash-out
imbalances under this Service Agreement as required by the General Terms and
Conditions of Pipeline's FERC Gas Tariff, Volume No. 1, shall survive the
other parts of this Service Agreement until such time as such balancing has
been accomplished.
800294R
2
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule FT-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 Schedule FT-1 as filed with the Federal
Energy Regulatory Commission, and as same may hereafter be legally amended
or superseded.
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
FT-1, (b) Pipeline's Rate Schedule FT-1 pursuant to which service hereunder
is rendered or (c) any provision of the General Terms and Conditions
applicable to Rate Schedule FT-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 MDQ specified in Article I, to change the term of the
agreement as specified in Article II, to change Point(s) of Receipt speci-
fied 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 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 the executed service agreement. Customer's Zone Boundary Entry
Quantity and Zone Boundary Exit Quantity for each of Pipeline's zones shall
be specified in Exhibit C of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of this Service
Agreement for all intents and purposes as if fully copied and set forth
herein at length.
800294R
3
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-1
(Continued)
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account shall conform
to the quality specifications set forth in Section 5 of Pipeline's 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. Customer shall execute or cause its supplier
to execute, if such supplier has retained processing rights to the gas
delivered to Customer, the appropriate agreements prior to the commencement
of service for the transportation and processing of any liquefiable
hydrocarbons and any PVR quantities associated with the processing of gas
received by Pipeline at the Point(s) of Receipt under such Customer's
service agreement. In addition, subject to the execution of appropriate
agreements, Pipeline is willing to transport liquids associated with the gas
produced and tendered for transportation hereunder.
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, XX 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.
800294R
4
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-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.
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 dated November 17, 1993, between Pipeline and Customer
under Pipeline's Rate Schedule FT-1 (Pipeline's Contract No. 800294).
800294R
5
SERVICE AGREEMENT
FOR RATE SCHEDULE FT-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 S/ Xxx X'Xxxxxx
-----------------------------------
ATTEST:
S/ Xxxxxxx Xxxxxxx
--------------------
CONNECTICUT NATURAL GAS CORPORATION
By S/ Xxxx X. Xxxxxxxx
-------------------------------------
ATTEST:
S/ Xxx Xxxxxxxx
--------------------
800294R
6
Contract # 800294R
-------
EXHIBIT A, TRANSPORATION PATHS
FOR BILLING PURPOSES DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"),
AND CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
(1) Customer's firm Point(s) of Receipt:
Maximum Daily Receipt
Obligation (plus
Point of Applicable Shrinkage) Measurement
Receipt Description (dth) Responsibilities Owner Operator
------- ---------------------- --------------------- ---------------- ----- --------
75931 XXXXX STORAGE FIELD 6,340 CNG CNG CNG
POTTER CO., PA
(2) Customer shall have Pipeline's Master Receipt Point List ("MRPL").
Customer hereby agrees that Pipeline's MRPL as revised and published
by Pipeline from time to time is incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure obligation as set
forth in Section 6 of Pipeline's General Terms and Conditions at such
Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M2 to M3 6,340
SIGNED FOR IDENTIFICATION
PIPELINE: S/ Xxx X'Xxxxxx
------------------------
CUSTOMER: S/ EMK
------------------------
SUPERSEDES EXHIBIT A DATED: ______________________
A-1
Contract #:800294R
-------
EXHIBIT B, POINT(S) OF DELIVERY, DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE FT-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
Maximum
Daily Measurement
Point of Delivery Delivery Pressure Responsi-
Delivery Description Obligation Obligation bilities Owner Operator
-------- ------------------------- (dth) ------------------------- ----------- -----------------
-----------
1. 70087 ALGONQUIN - LAMBERTVILLE, 6,340 AS REQUESTED BY CUSTOMER,TX EAST XXXX TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ NOT TO EXCEED 750 PSIG XXXX
2. 00000 XXXXXXXXX - XXXXXXX, XX 6,340 AS REQUESTED BY CUSTOMER,TX EAST XXXX TX EAST ALGONQUIN
XXXXXX CO., NJ NOT TO EXCEED 750 PSIG XXXX
3. 79823 AGT - CONNECTICUT NATRL- 0 N/A N/A N/A N/A
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 obligation under this and all other
Service Agreements existing between Pipeline and Customer, shall in no event
exceed the following:
B-1
Contract #:800294R
-------
EXHIBIT B, POINT(S) OF DELIVERY, DATED ,
CONNECTICUT NATURAL GAS CORPORATION
AGGREGATE MAXIMUM DAILY
POINT OF DELIVERY DELIVERY OBLIGATION (DTH)
----------------- -------------------------
No. 1 54,617
No. 2 31,626
SIGNED FOR IDENTIFICATION
PIPELINE: S/ Xxx X'Xxxxxx
---------------------------
CUSTOMER: S/ EMK
---------------------------
SUPERSEDES EXHIBIT B DATED: ______________________
B-2
