Exhibit 10.31
Contract #: 820015
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 29th day of October,
1999, by and between TEXAS EASTERN TRANSMISSION CORPORATION, a Delaware
Corporation (herein called "Pipeline") and BOSTON GAS COMPANY (herein called
"Customer", whether, one or more),
W I T N E S S E T H:
WHEREAS, Customer desires Pipeline to transport natural gas for Customer's
account on a firm basis pursuant to the terms and conditions of Pipeline's Rate
Schedule CDS; and
WHEREAS, Pipeline and Customer desire to enter into this Service Agreement
under Rate Schedule CDS;
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 CDS, and of the General Terms and Conditions, transportation
service hereunder will be firm. Subject to the terms, conditions and limitations
hereof and of Sections 2.3 and 2.4 of Pipeline's Rate Schedule CDS, Pipeline
shall deliver to 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), for Customer's
account, as requested for any day, natural gas quantities up to Customer's MDQ.
Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 3,177 dth
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Subject to variances as may be permitted by Sections 2.4 of Rate Schedule
CDS or the General Terms and Conditions, Customer shall deliver to Pipeline and
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) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to Customer's MDQ,
plus Applicable Shrinkage as specified in the General Terms and Conditions.
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 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 MDQ.
In addition to the MDQ and subject to the terms, conditions and
limitations hereof, Rate Schedule CDS 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.
2
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on November 1, 1999, and
shall continue in force and effect until October 31, 2000, 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 one
(1) year prior written notice to the other specifying a termination date of any
October 31 of any year occurring on or after the expiration of the primary term.
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
▇▇▇▇ 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 ▇▇▇▇ or furnishes a good and sufficient surety bond guaranteeing
payment to Pipeline of such outstanding ▇▇▇▇.
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.
3
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain subject to the
applicable provisions of Rate Schedule CDS 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 CDS 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 CDS, (b)
Pipeline's Rate Schedule CDS pursuant to which service hereunder is rendered or
(c) any provision of the General Terms and Conditions applicable to Rate
Schedule CDS. 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 specified 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.
4
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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.
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 Pith the gas produced and tendered for
transportation hereunder.
5
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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, ▇▇▇▇ 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
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(b) Customer: BOSTON GAS COMPANY
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other address as either party shall designate by formal written notice.
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
6
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
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:
Not Applicable
7
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(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/ PMT
ATTEST:
-------------------------
BOSTON GAS COMPANY
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
ATTEST:
/s/ ▇▇▇▇▇▇▇▇▇ [ILLEGIBLE]
-------------------------
8
Contract #: 820015
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED 10/29/99
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline")
AND BOSTON GAS COMPANY ("Customer"), DATED 10/29/99
(1) Customer's firm Point(s) of Receipt:
Maximum Daily
Point Receipt Obligation
of (plus Applicable Measurement
Receipt Description Shrinkage) Responsibilities Owner Operator
------- ----------- ------------------ ---------------- ----- --------
None
(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 Ouantity (Dth/D)
------------------- ---------------------
M2 to M3 3,177
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ JMM
----------------------------
CUSTOMER: /s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ED
----------------------------
SUPERSEDES EXHIBIT A DATED:
---------
A-1
Contract #: 820015
EXHIBIT B, POINT(S) OF DELIVERY, DATED 10/29/99
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
BOSTON GAS COMPANY ("Customer"),
DATED 10/29/99:
Maximum
Daily Delivery
Point of Delivery Pressure Measurement
Delivery Description Obligation Obligation Responsibilities Owner Operator
-------- ----------- ---------- ---------- ---------------- ----- --------
(dth)
1. 70087 ALGONQUIN - LAMBERTVILLE 3,177 AS REQUESTED TX EAST ▇▇▇▇ TX EAST ALGONQUIN
NJ HUNTERDON CO., NJ BY CUSTOMER, ▇▇▇▇
NOT TO
EXCEED 750
POUNDS PER
SQUARE INCH
GUAGE
provided, however, that until changed by a subsequent Agreement between Pipeline
and Customer, Pipeline's aggregate maximum daily delivery obligations under this
and all other firm Service Agreements existing between Pipeline and Customer,
shall in no event exceed the following:
B-1
Contract #: 820015
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
BOSTON GAS COMPANY
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
----------------- -------------------------
No. 1 177,070
SIGNED FOR IDENTIFICATION
PIPELINE: /s/ JMM
----------------------------
CUSTOMER: /s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ED
----------------------------
SUPERSEDES EXHIBIT B DATED:
---------
B-2
Contract #: 820015
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED 10/29/99, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
BOSTON GAS COMPANY ("CUSTOMER"), DATED 10/29/99
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
====================================================================================================================
FROM STX ETX WLA ELA ▇▇-▇▇ ▇▇-▇▇ ▇▇-▇▇▇ ▇▇-▇▇▇ ▇▇-▇▇ ▇▇-▇▇ ▇▇-▇▇▇ M2-TGC M2 M3
--------------------------------------------------------------------------------------------------------------------
STX
--------------------------------------------------------------------------------------------------------------------
ETX
--------------------------------------------------------------------------------------------------------------------
WLA
--------------------------------------------------------------------------------------------------------------------
ELA
--------------------------------------------------------------------------------------------------------------------
M1-24
--------------------------------------------------------------------------------------------------------------------
M1-30
--------------------------------------------------------------------------------------------------------------------
M1-TXG
--------------------------------------------------------------------------------------------------------------------
M1-TGC
--------------------------------------------------------------------------------------------------------------------
M2-24
--------------------------------------------------------------------------------------------------------------------
M2-30
--------------------------------------------------------------------------------------------------------------------
M2-TXG
--------------------------------------------------------------------------------------------------------------------
M2-TGC
--------------------------------------------------------------------------------------------------------------------
M2 3,177
--------------------------------------------------------------------------------------------------------------------
M3
====================================================================================================================
C-1
Contract #: 820015
EXHIBIT C (Continued)
BOSTON GAS COMPANY
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
====================================================================================================================
FROM STX ETX WLA ELA ▇▇-▇▇ ▇▇-▇▇ ▇▇-▇▇▇ ▇▇-▇▇▇ ▇▇-▇▇ ▇▇-▇▇ ▇▇-▇▇▇ M2-TGC M2 M3
--------------------------------------------------------------------------------------------------------------------
STX
--------------------------------------------------------------------------------------------------------------------
ETX
--------------------------------------------------------------------------------------------------------------------
WLA
--------------------------------------------------------------------------------------------------------------------
ELA
--------------------------------------------------------------------------------------------------------------------
M1-24
--------------------------------------------------------------------------------------------------------------------
M1-30
--------------------------------------------------------------------------------------------------------------------
M1-TXG
--------------------------------------------------------------------------------------------------------------------
M1-TGC
--------------------------------------------------------------------------------------------------------------------
M2-24
--------------------------------------------------------------------------------------------------------------------
M2-30
--------------------------------------------------------------------------------------------------------------------
M2-TXG
--------------------------------------------------------------------------------------------------------------------
M2-TGC
--------------------------------------------------------------------------------------------------------------------
M2 3,177
--------------------------------------------------------------------------------------------------------------------
M3
====================================================================================================================
SIGNED FOR IDENTIFICATION:
PIPELINE: /s/ JMM
----------------------------
CUSTOMER: /s/ ▇. ▇. ▇▇▇▇▇▇▇ /s/ ED
----------------------------
SUPERSEDES EXHIBIT c DATED:
---------
C-2