EXHIBIT 10.31
Service Package: 527
GAS STORAGE CONTRACT
(For Use Under Rate Schedule FS)
This Contract is made as of the 1st day of December, 1994, by and between
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called
"Transporter," and BOSTON GAS CO, a MASSACHUSETTS Corporation, herein called
"Shipper." Transporter and Shipper collectively shall be referred to herein as
the "Parties."
ARTICLE I - SCOPE OF AGREEMENT
Following the commencement of service hereunder, in accordance with the terms of
Transporter's Rate Schedule FS, and of this Agreement, Transporter shall receive
for injection for Shipper's account a daily quantity of gas up to Shipper's
Maximum Injection Quantity of 37,907 dekatherms (Dth) and Maximum Storage
Quantity (MSQ) of 5,686,054 (Dth) (on a cumulative basis) and on demand shall
withdraw from Shipper's storage account and deliver to Shipper a daily quantity
of gas up to Shipper's Maximum Daily Withdrawal Quantity (MDWQ) of 70,799 Dth;
provided however, that when Shipper's storage balance is equal to or less than
30% of the MSQ but greater than 20% of the MSQ, the Maximum Daily Withdrawal
Quantity shall be 70,799 Dth; and provided further, that when Shipper's storage
balance is less than or equal to 20% of the MSQ, the Maximum Daily Withdrawal
Quantity shall be 41,687 Dth. For demand charge purposes, the MDWQ for balances
greater than 30% of the MSQ shall be used.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery
by Transporter to Shipper under this Agreement shall be at the
storage service point at Transporter's Compressor Station 313.
ARTICLE III - PRICE
1. Shipper agrees to pay Transporter for all natural gas storage service
furnished to Shipper hereunder, including compensation for system fuel and
losses, at Transporter's legally effective rate or at any effective
superseding rate applicable to the type of service specified herein.
Transporter's present legally effective rate for said service is contained in
Transporter's Tariff as filed with the Federal Energy Regulatory Commission.
2. Shipper agrees to reimburse Transporter for any filing or similar fees, which
have not been previously paid by Shipper, which Transporter incurs in
rendering service hereunder.
3. Shipper agrees that Transporter 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 Transporter's Rate
Schedule FS, (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 IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS
This agreement shall be subject to the terms of Transporter's Rate Schedule FS,
as filed with the Federal Energy Regulatory Commission, together with the
General Terms and Conditions applicable thereto (including any changes in said
Rate Schedule or General Terms and Conditions as may from time to time be filed
and made effective by Transporter).
ARTICLE V - TERM OF AGREEMENT
This Agreement shall be effective as of the December 1, 1994 and shall remain in
force and effect until November 1, 2000, ("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.
This Agreement will terminate upon notice from Transporter in the event Shipper
fails to pay all of the amount of any xxxx for service rendered by Transporter
hereunder in accordance with the terms and conditions of Article VI of the
General Terms and Conditions of Transporters Tariff.
ARTICLE VI - NOTICES
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 Services
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: Accts. Payable
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE VII - ASSIGNMENT
Any company which shall succeed by purchase, merger or consolidation to the
properties, substantially as an entirety, of Transporter or of Shipper, 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 Agreement. Otherwise no
assignment of the Agreement or any of the rights or obligations thereunder shall
be made by Shipper, except pursuant to the General Terms and Conditions of
Transporter's FERC Gas Tariff.
It is agreed, however, that the restrictions on assignment contained in this
Article shall not in any way prevent either Party to the Agreement from pledging
or mortgaging its rights thereunder as security for its indebtedness.
ARTICLE VIII - MISCELLANEOUS
8.1 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 doctrines governing choice of law.
8.2 If any provision 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.
8.3 Unless otherwise expressly provided in this Agreement or Transporter's
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.
8.4 Transporter and Shipper agree that this Agreement, as of the date hereof,
shall supersede and cancel the Gas Storage Contract Number 527, dated
September 1, 1993 between the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
by their authorized agents.
TENNESSEE GAS PIPELINE COMPANY
BY /s/ Xxxxxxx X. Xxxxxxx
--------------------------
XXXXXXX X. XXXXXXX
Agent and Attorney-in-Fact
DATE 1/6/95
------------------------
BOSTON GAS CO
BY /s/ Xxxxxxx X. Xxxxxxx
--------------------------
TITLE Vice President
-----------------------
DATE 8 DEC 94
---------------------------
GAS STORAGE SERVICE AGREEMENT
EXHIBIT "A"
TO FIRM GAS STORAGE SERVICE AGREEMENT
DATED DECEMBER 1, 0000
XXXXXXX
XXXXXXXXX GAS PIPELINE COMPANY
AND
BOSTON GAS CO
SERVICE PACKAGE MSQ: 5,686,054 DTH
MAXIMUM DAILY INJECTION QUANTITY: 37,907 DTH
MAXIMUM DAILY WITHDRAWAL QUANTITY (MDWQ):
STORAGE BALANCE STORAGE BALANCE MAXIMUM DAILY WITHDRAWAL
FROM DTH TO DTH QUANTITY DTH
1,705,817 5,686,054 70,799 RATCHET 0
1,137,212 1,705,816 70,799 RATCHET 1
0 1,137,211 41,687 RATCHET 2
SERVICE POINT: COMPRESSOR STATION 313
INJECTION METER: 060018 TGP.NORTHERN STORAGE INJECTION
WITHDRAWAL METER: 070018 TGP.NORTHERN STORAGE WITHDRAWAL
STORAGE STORAGE MDLQ
METER METER NAME COUNTY ST ZONE 1/W LEG BALANCE FROM BALANCE TO MDWQ
060018 TGP-NORTHERN STORAGE INJECTION POTTER PA 04 I 300 37,907
070018 TGP-NORTHERN STORAGE WITHDRAWAL POTTER PA 04 W 300 1,705,817 5,686,054 70,799 RATCHET 0
1,137,212 1,705,816 70,799 RATCHET 1
0 1,137,211 41,687 RATCHET 2
