Exhibit 10(s)(s)
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
THIS AGREEMENT is made and entered into as of the 1st day of November, 1998, by
and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee corporation,
hereinafter referred to as "Transporter" and ROANOKE GAS COMPANY, a public
service corporation of the State of Virginia, hereinafter referred to as
"Shipper." Transporter and Shipper shall be referred to herein individually as
the "Party" and collectively as "Parties."
ARTICLE I - DEFINITIONS
The definitions found in Section 1 of Transporter's General Terms and Conditions
are incorporated herein by reference.
ARTICLE II - SCOPE OF AGREEMENT
Transporter agrees to accept and receive daily, on a firm basis, at the Receipt
Point(s) listed on Exhibit A attached hereto, from Shipper such quantity of gas
as Shipper makes available up to the applicable Transportation Quantity stated
on Exhibit A attached hereto and deliver for Shipper to the Delivery Point(s)
listed on Exhibit A attached hereto an Equivalent Quantity of gas. The Rate
Schedule applicable to this Agreement shall be stated on Exhibit A.
ARTICLE III - RECEIPT AND DELIVERY PRESSURES
Shipper shall deliver, or cause to be delivered, to Transporter the gas to be
transported hereunder at pressures sufficient to deliver such gas into
Transporter's system at the Receipt Point(s). Transporter shall deliver the gas
to be transported hereunder to or for the account of Shipper at the pressures
existing in Transporter's system at the Delivery Point(s) unless otherwise
specified on Exhibit A.
ARTICLE IV - QUALITY SPECIFICATIONS AND STANDARDS FOR
MEASUREMENTS
For all gas received, transported, and delivered hereunder, the Parties agree to
the quality specifications and standards for measurement as provided for in
Transporter's General Terms and Conditions. Transporter shall be responsible for
the operation of measurement facilities at the Delivery Point(s) and Receipt
Point(s). In the event that measurement facilities are not operated by
Transporter, the responsibility for operations shall be deemed to be Shipper's.
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
ARTICLE V - FACILITIES
The facilities necessary to receive, transport, and deliver gas as described
herein are in place and no new facilities are anticipated to be required.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 Rates and Charges - Commencing on the date of implementation of
this Agreement under Section 10.1, the compensation to be paid by
Shipper to Transporter shall be in accordance with Transporter's
effective Rate Schedule FT-A or FT-GS, as specified on Exhibit A.
Where applicable, Shipper shall also pay the Gas Research
Institute surcharge and Annual Charge Adjustment surcharge as
such rates may change from time to time.
6.2 Changes in Rates and Charges - 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 stated in this Article, (b) the rates and charges
applicable to service pursuant to the Rate Schedule under which
this service is rendered and (c) any provisions of Transporter's
General Terms and Conditions as they may be revised or replaced
from time to time. Without prejudice to Shipper's right to
contest such changes, Shipper agrees to pay the effective rates
and charges for service rendered pursuant to this Agreement.
Transporter agrees that Shipper may protest or contest the
aforementioned filings, or may seek authorization from duly
constituted regulatory authorities for adjustment of
Transporter's existing FERC Gas Tariff as may be found necessary
to assure Transporter just and reasonable rates.
ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION
As between the Parties hereto, it is agreed that from the time gas is delivered
by Shipper to Transporter at the Receipt Point(s) and prior to delivery of such
gas to or for the account of Shipper at the Delivery Point(s), Transporter shall
be responsible for such gas and shall have the unqualified right to commingle
such gas with other gas in its system and shall have the unqualified right to
handle and treat such gas as its own. Prior to receipt of gas at Shipper's
Receipt Point(s) and after
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
delivery of gas at Shipper's Delivery Point(s), Shipper shall have sole
responsibility for such gas.
ARTICLE VIII - XXXXXXXX AND PAYMENTS
Xxxxxxxx and payments under this Agreement shall be in accordance with Section
16 of Transporter's General Terms and Conditions as they may be revised or
replaced from time to time.
ARTICLE IX - RATE SCHEDULES AND
GENERAL TERMS AND CONDITIONS
This Agreement is subject to the effective provisions of Transporter's FT-A or
FT-GS Rate Schedule, as specified in Exhibit A, or any succeeding rate schedule
and Transporter's General Terms and Conditions on file with the FERC, or other
duly constituted authorities having jurisdiction, as the same may be changed or
superseded from time to time in accordance with the rules and regulations of the
FERC, which Rate Schedule and General Terms and Conditions are incorporated by
reference and made a part hereof for all purposes.
ARTICLE X - TERM OF CONTRACT
10.1 This Agreement shall be effective as of the 1st day of November,
1998, and shall remain in force and effect until the 31st day of
October, 2018 ("Primary Term"), provided, however, that if the
Primary Term is one year or more, then the contract shall remain
in force and effect and the contract term will automatically
roll-over for additional five year increments ("Secondary Term")
unless Shipper, one year prior to the expiration of the Primary
Term or a Secondary Term, provides written notice to Transporter
of either (1) its intent to terminate the contract upon
expiration of the then current term or (2) its desire to exercise
its right-of-first-refusal in accord with Section 7.3 of
Transporter's General Terms and Conditions. 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.
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
10.2 In addition to any other remedy Transporter may have, Transporter
shall have the right to terminate this Agreement in the event
Shipper fails to pay all of the amount of any xxxx for services
rendered by Transporter hereunder when that amount is due,
provided Transporter shall give Shipper and the FERC thirty days
notice prior to any termination of service. Service may continue
hereunder if within the thirty day notice period satisfactory
assurance of payment is made in accord with Section 16 of
Transporter's General Terms and Conditions.
ARTICLE XI - REGULATION
11.1 This Agreement shall be subject to all applicable 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
and Shipper. This Agreement shall be void and of no force and
effect if any necessary regulatory approval or authorization 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.
11.2 Promptly following the execution of this Agreement, the Parties
will file, or cause to be filed, and diligently prosecute, any
necessary applications or notices with all necessary regulatory
bodies for approval of the service provided for herein.
11.3 In the event the Parties are unable to obtain all necessary and
satisfactory regulatory approvals for service prior to the
expiration of two (2) years from the effective date hereof, then,
prior to receipt of such regulatory approvals, either Party may
terminate this Agreement by giving the other Party at least
thirty (30) days prior written notice, and the respective
obligations hereunder, except for the reimbursement of filing
fees herein, shall be of no force and effect from and after the
effective date of such termination.
11.4 The transportation service described herein shall be provided
subject to the provisions of the FERC Regulations shown by
Shipper on Exhibit A hereto.
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
ARTICLE XII - ASSIGNMENTS
12.1 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 that it has executed
or may execute hereafter as security for indebtedness; otherwise,
Shipper shall not assign this Agreement or any of its rights and
obligations hereunder, except as set forth in Section 17 of
Transporter's General Terms and Conditions.
12.2 Any person or entity that shall succeed by purchase, transfer,
merger, or consolidation to the properties, substantially or 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.
ARTICLE XIII - WARRANTIES
In addition to the warranties set forth in Section 22 of Transporter's General
Terms and Conditions, Shipper warrants the following:
13.1 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 event any upstream or downstream
transporter fails to receive or deliver gas as contemplated by
this Agreement.
13.2 Shipper agrees to indemnify and hold Transporter harmless from
all suit actions, debts, accounts, damages, costs, losses, and
expenses (including reasonable attorneys fees) arising from or
out of breach of any warranty, by the Shipper herein.
13.3 Shipper warrants that it will have title or the right to acquire
title to the gas delivered to Transporter under this Agreement.
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
13.4 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty; provided,
Transporter shall give Shipper and the FERC thirty days notice
prior to any termination of service. Service will continue if,
within the thirty day notice period, Shipper cures the breach of
warranty.
ARTICLE XIV - MISCELLANEOUS
14.1 Except for changes specifically authorized pursuant to this
Agreement, no modification of or supplement to the terms and
conditions hereof 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 the TENN-SPEED 2 system of
Transporter's agreement to such change.
14.2 No waiver by any Party of any one or more defaults by the other
in the performance of any provision of this Agreement shall
operate or be construed as a waiver of any future default or
default, whether of a like or of a different character.
14.3 Except when notice is required through the TENN-SPEED 2 system,
pursuant to Transporter's FT-A or FT-GS Rate Schedule, as
applicable, or pursuant to Transporter's General Terms and
Conditions, any notice, request, demand, statement or xxxx
provided for in this Agreement or any notice that either Party
may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended
to receive the same, as the case may be, to the Party's address
shown on Exhibit A hereto or to such other address as either
Party shall designate by formal written notice to the other.
Routine communications, including monthly statements and
payments, may be mailed by either registered or ordinary mail.
Notice shall be deemed given when sent.
14.4 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN
ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF
TENNESSEE, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE THAT REFERS
TO THE LAWS OF ANOTHER JURISDICTION.
14.5 The Exhibit(s) attached hereto is/are incorporated herein by
reference and made a part of this Agreement for all purposes.
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SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
14.6 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 Transporter's options;
and if the severability option is exercised, the remaining
provisions of the Agreement shall remain in full force and
effect.
14.7 This Agreement supersedes and cancels the Gas Sales and
Transportation Agreement(s) between Shipper and Transporter dated
(not applicable) and (not applicable) respectively.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
EAST TENNESSEE NATURAL GAS COMPANY
BY:____________________________
Agent and Attorney-in-Fact
DATE: ________________________
ROANOKE GAS COMPANY
BY: s/Xxxxx X. Xxxxxxxxxxx
TITLE:VP/SEC & TREAS
DATE:July 1, 1998
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EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1998
Shipper: Roanoke Gas Company
Rate Schedule: FT-A
Service Package No.: 24724
Transportation Quantity: 5,150
Proposed Commencement Date: November 1, 1998
Termination Date: October 31, 2018
Transportation Service will be provided under Part 284, Subpart G of FERC
Regulations.
Primary Receipt Point(s):
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
Ridgetop Rec. 753101 5,150 Tennessee Gas Xxxxxxxxx, TN
Pipeline
Primary Delivery Point(s):
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
Roanoke - Clearbrook 759004 5,150 Roanoke Gas Co. Roanoke, VA
*Transporter shall not be obligated to deliver more cubic feet of gas to any
Shipper than the quantity calculated using 1.03 dth per million cubic feet.
Notices not made through the TENN-SPEED 2 system shall be made to:
Shipper Invoices
Roanoke Gas Company Roanoke Gas Company
000 Xxxxxxx Xxx., X.X. 000 Xxxxxxx Xxx., X.X.
X. X. Xxx 00000 P. O. Xxx 00000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx Attn.: Xxxxxx Xxxx
New Facilities Required: Not applicable
New Facilities Charge: Not applicable
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EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1998
(This Exhibit A supersedes and cancels Exhibit A dated (not applicable) to the
Firm Transportation Agreement dated (not applicable).
EAST TENNESSEE NATURAL GAS CO. ROANOKE GAS COMPANY
BY: _______________________ BY: s/Xxxxx X. Xxxxxxxxxxx
TITLE: ____________________ TITLE: VP/SEC & TREAS
DATE: ____________________ DATE: July 1, 1998
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