Exhibit 10.4
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
This Agreement ("Agreement") is made and entered into this 29th day of October,
1999, by and between Algonquin Gas Transmission Company, a Delaware Corporation
(herein called "Algonquin"), and Boston Gas Company (herein called "Customer"
whether one or more persons).
WHEREAS, Customer and Algonquin currently are parties to an executed agreement
under Algonquin's Rate Schedule AFT-1 (Algonquin's Contract No. 93002C) dated
January 1, 1998; and
WHEREAS, Algonquin and Customer desire to enter into this Agreement to supersede
Algonquin's currently effective Contract No. 93002C;
In consideration of the premises and of the mutual covenants herein contained,
the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof and of Algonquin's
Rate Schedule AFT-1, Algonquin agrees to receive from or for the account
of Customer for transportation on a firm basis quantities of natural gas
tendered by Customer on any day at the Point(s) of Receipt; provided,
however, Customer shall not tender without the prior consent of Algonquin,
at any Point of Receipt on any day a quantity of natural gas in excess of
the applicable Maximum Daily Receipt Obligation for such Point of Receipt
plus the applicable Fuel Reimbursement Quantity; and provided further that
Customer shall not tender at all Point(s) of Receipt on any day or in any
year a cumulative quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of natural gas plus the
applicable Fuel Reimbursement Quantities:
Maximum Daily Transportation Quantity
-------------------------------------
Nov 16 - Apr 15 44,699*
Apr 16 - May 31 38,582
Jun 1 - Sep 30 26,349
Oct 1 - Nov 15 38,582
*MDTQ to be utilized in applying monthly Reservation Charge
Maximum Annual Transportation Quantity 13,513,671 XXXxx
00000XX
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
provided, however, subject to Algonquin's receipt of one (1) year
prior written notice Customer shall have a one time election to
reduce to 25,478 MMBtu the MDTQ of this Agreement with such
reduction to be effective on November 1, 2005.
1.2 Algonquin agrees to transport and deliver to or for the account of
Customer at the Point(s) of Delivery and Customer agrees to accept or
cause acceptance of delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided, however, Algonquin
shall not be obligated to deliver at any Point of Delivery on any day a
quantity of natural gas in excess of the applicable Maximum Daily Delivery
Obligation.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective on the later of November 1, 1999, or
the in-service date of the facilities authorized by the Commission in
Docket No. CP99-113-000, and shall continue in effect for a term ending
and including October 31, 2006 ("Primary Term"), and shall remain in force
from year to year thereafter unless terminated by either party by written
notice one year or more prior to the end of the Primary Term or any
successive term thereafter. Algonquin's right to cancel this Agreement
upon the expiration of the Primary Term hereof or any succeeding term
shall be subject to Customer's rights pursuant to Sections 8 and 9 of the
General Terms and Conditions.
2.2 This Agreement may be terminated at any time by Algonquin 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 days after payment is due;
provided Algonquin gives ten 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 Algonquin of such outstanding xxxx; provided that
Algonquin shall not be entitled to terminate service pending the
resolution of a disputed xxxx if Customer complies with the billing
dispute procedure currently on file in Algonquin's tariff.
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered hereunder and for
the availability of such service under Algonquin's Rate Schedule AFT-1 as
filed with the Federal Energy Regulatory Commission and as the same may be
hereafter revised or changed. The rate to be charged Customer for
transportation hereunder shall not be more than the maximum rate under
Rate Schedule AFT-1, nor less than the minimum rate under Rate Schedule
AFT-1.
3.2 This Agreement and all terms and provisions contained or incorporated
herein are subject to the provisions of Algonquin's applicable rate
schedules and of Algonquin's General Terms and Conditions on file with the
Federal Energy Regulatory Commission, or other duly constituted
authorities having jurisdiction, and as the same may be legally amended or
superseded, which rate schedules and General Terms and Conditions are by
this reference made a part hereof.
3.3 Customer agrees that Algonquin 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 Algonquin's
Rate Schedule AFT-1, (b) Algonquin's Rate Schedule AFT-1, pursuant to
which service hereunder is rendered or (c) any provision of the General
Terms and Conditions applicable to Rate Schedule AFT-1. Algonquin agrees
that Customer may protest or contest the aforementioned filings, or may
seek authorization from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as may be found
necessary to assure that the provisions in (a), (b), or (c) above are just
and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of Customer hereunder
shall be received at the outlet side of the measuring station(s) at or near the
Primary Point(s) of Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt pressure obligation
indicated for each such Primary Point of Receipt. Natural gas to be received by
Algonquin for the account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.2 of Rate Schedule AFT-1.
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of Customer hereunder
shall be delivered on the outlet side of the measuring station(s) at or near the
Primary Point(s) of Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery pressure obligation
indicated for each such Primary Point of Delivery. Natural gas to be delivered
by Algonquin for the account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin system, subject to
reduction pursuant to Section 6.4 of Rate Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the General Terms and
Conditions of Algonquin's FERC Gas Tariff, any notice, request, demand,
statement, xxxx or payment provided for in this 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 first
class mail to the post office address of the parties hereto, as the case may be,
as follows:
(a) Algonquin: Algonquin Gas Transmission Company
0000 Xxxxxxxxxx Xx
Xxxxxxx, XX 00000
(b) Customer: Boston Gas Company
Xxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
or such other address as either party shall designate by formal written notice.
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be in accordance with
the laws of the Commonwealth of Massachusetts, excluding conflicts of law
principles that would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede the following
agreements between the parties hereto, except that in the case of conversions
from former Rate Schedules F-2 and F-3, the parties' obligations under Article
II of the service agreements pertaining to such rate schedules shall continue in
effect.
Algonquin's agreement no. 93002C dated January 1, 1998 between Algonquin
and Customer under Algonquin's Rate Schedule AFT-1.
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective agents thereunto duly authorized, the day and year first
above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By:
------------------------------ /s/ DMT
Title:
------------------------------
BOSTON GAS COMPANY
By: /s/ Xxxxxxxx Xxxxxxxxxxxx
------------------------------
Title: Senior Vice President
------------------------------
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit A
Point(s) of Receipt
Dated: October 29, 1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation Receipt Pressure
Receipt (MMBtu) (Psig)
-------- ------------------ ----------------
Hanover, NJ (TETCO) At any pressure requested
Nov 16 - Apr 15 20,583 by Algonquin but not in
Apr 16 - May 31 17,071 excess of 750 Psig.
Jun 1 - Sep 30 10,047
Oct 1 - Nov 15 17,071
Lambertville, NJ At any pressure requested
Nov 16 - Apr 15 24,116 by Algonquin but not in
Apr 16 - May 31 21,512 excess of 750 Psig.
Jun 1 - Sep 30 16,302
Oct 1 - Nov 15 21,512
Signed for Identification
Algonquin:
--------------------------- /s/ JMM
Customer: /s/ Xxxxxxxx Xxxxxxxxxxxx
----------------------------
/s/ ED
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit B
Point(s) of Delivery
Dated: October 29, 1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
At Customer's reduction
valves located at Everett, MA 75
Nov 16 - Apr 15 16,552
Apr 16 - May 31 14,411
Jun 1 - Sep 30 10,130
Oct 1 - Nov 15 14,411
At the property line
on the outlet side of
meter stations located at:
Xxxxxxx, XX 000
Nov 16 - Apr 15 6,733
Apr 16 - May 31 6,037
Jun 1 - Sep 30 4,643
Oct 1 - Nov 15 6,037
East Braintree, MA 125
Nov 16 - Apr 15 8,605
Apr 16 - May 31 7,697
Jun 1 - Sep 30 5,880
Oct 1 - Nov 15 7,697
Signed for Identification
Algonquin:
--------------------------- /s/ JMM
Customer: /s/ Xxxxxxxx Xxxxxxxxxxxx
----------------------------
/s/ ED
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit B
Point(s) of Delivery
(Continued)
Dated: October 29, 1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
Xxxxxx, XX 000
Nov 16 - Apr 15 917
Apr 16 - May 31 752
Jun 1 - Sep 30 422
Oct 1 - Nov 15 752
Wellesley, MA 60
Nov 16 - Apr 15 11,384
Apr 16 - May 31 9,419
Jun 1 - Sep 30 5,487
Oct 1 - Nov 15 9,419
Ponkapoag, MA 200
Nov 16 - Apr 15 15,116
Apr 16 - May 31 14,523
Jun 1 - Sep 30 13,338
Oct 1 - Nov 15 14,523
Signed for Identification
Algonquin:
--------------------------- /s/ JMM
Customer: /s/ Xxxxxxxx Xxxxxxxxxxxx
----------------------------
/s/ ED
93002CR
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
Exhibit B
Point(s) of Delivery
(Continued)
Dated: October 29, 1999
To the service agreement under Rate Schedule AFT-1 between
Algonquin Gas Transmission Company (Algonquin) and Boston Gas Company (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
-------- ------------------- -----------------
Norwood, MA 75
Nov 16 - Apr 15 1,488
Apr 16 - May 31 1,209
Jun 1 - Sep 30 651
Oct 1 - Nov 15 1,209
Potter Street
East Braintree, MA Algonquin's line
Nov 16 - Apr 15 6,664 pressure as may exist
Apr 16 - May 31 6,402 from time to time.
Jun 1 - Sep 30 5,880
Oct 1 - Nov 15 6,402
Algonquin's Maximum Daily Delivery Obligations for the East Braintree and
Potter Street Points of Delivery under Contract Nos. 93002CR, 93002ER and
99012 shall not exceed a combined daily total equal to the aggregate of
the former Maximum Daily Delivery Obligations at the East Braintree Point
of Delivery under Rate Schedules AFT-1 (F-1) and AFT-E (F-1) in the
amounts of 16,948 MMBtu and 5,238 MMBtu, respectively.
Signed for Identification
Algonquin:
--------------------------- /s/ JMM
Customer: /s/ Xxxxxxxx Xxxxxxxxxxxx
----------------------------
/s/ ED