Exhibit 10(e)(e)(e)
SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of November, 1999, by
and between TENNESSEE GAS PIPELINE COMPANY, a Delaware 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 collectively be referred to herein as the
"Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of
gas which Transporter agrees to receive and transport on a firm basis,
subject to Article II herein, for the account of Shipper hereunder on
each day during each year during the term hereof, which shall be 5,000
dekatherms. Any limitations of the quantities to be received from each
Point of Receipt and/or delivered to each Point of Delivery shall be as
specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on a
firm basis, at the Point(s) of Receipt from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity, and to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree to
the Quality Specifications and Standards for Measurement as specified in the
General Terms and Conditions of Transporter's FERC Gas Tariff Volume No. 1. To
the extent that no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously been handled. In the event that such facilities are not operated by
Transporter or a downstream pipeline, then responsibility for operations shall
be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof, the
rates, charges, and surcharges to be paid by Shipper to Transporter for
the transportation service provided herein shall be in accordance with
Transporter's Rate Schedule FT-A and the General Terms and Conditions of
Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall
have the unilateral right to file with the appropriate regulatory
authority and make effective changes in (a) the rates and charges
applicable to service pursuant to Transporter's Rate Schedule FT-A, (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
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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 VII
XXXXXXXX AND PAYMENTS
Transporter shall xxxx and Shipper shall pay all rates and charges in accordance
with Articles V and VI, respectively, of the General Terms and Conditions of
Transporter's FERC Gas Tariff.
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded from time to time in accordance with
the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
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. This Agreement
shall be void and of no force and effect if any necessary regulatory
approval 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.
9.2 The transportation service described herein shall be provided subject to
Subpart G, Part 284, of the FERC Regulations.
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General
Terms and Conditions of Transporter's FERC Gas Tariff, Shipper warrants
the following:
(a) 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.
(b) Shipper agrees to indemnify and hold Transporter harmless from all
suits, actions, debts, accounts, damages, costs, losses and expenses
(including reasonable attorneys fees) arising from or out of breach of
any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of November, 1999,
and shall remain in force and effect until the 31st day of October,
2019, ("Primary Term") and on a month to month basis thereafter unless
terminated by either Party upon at least thirty (30) days
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
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.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms and
Conditions of Transporter's Tariff, shall survive the other parts of
this Agreement until such time as such balancing has been accomplished;
provided, however, that Transporter notifies Shipper of such imbalance
not later than twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of any
xxxx for service rendered by Transporter hereunder in accord with the
terms and conditions of Article VI of the General Terms and Conditions
of Transporter's FERC Gas Tariff.
ARTICLE XIII
NOTICE
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
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Director, Transportation Control
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
SHIPPER: ROANOKE GAS COMPANY
000 Xxxxxxx Xxx., X.X.
P. 0. Xxx 00000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
NOTICES: ROANOKE GAS COMPANY
000 Xxxxxxx Xxx., X.X.
P. 0. Xxx 00000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
BILLING: ROANOKE GAS COMPANY
000 Xxxxxxx Xxx., X.X.
P. 0. Xxx 00000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 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 which it has executed or may
execute hereafter as security for indebtedness. Either Party may,
without relieving itself of its obligation under this Agreement, assign
any of its rights hereunder to a company with which it is affiliated.
Otherwise, Shipper shall not assign this Agreement or any of its rights
hereunder, except in accord with Article III, Section 11 of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation to
the properties, substantially 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.
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE IN
ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF TEXAS,
WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.
15.2 If any provisions 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.
15.3 Unless otherwise expressly provided in this Agreement or Transporter's
Gas 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 Electronic Bulletin Board and
Shipper has been notified through the Electronic Bulletin Board of
Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and made
a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: --------------------------
Agent and Attorney-in-Fact
DATE: --------------------------
ROANOKE GAS COMPANY
BY: s/Xxxxx X. Xxxxxxxxxxx
------------------------
TITLE: VP/Sec. & Treas.
------------------------
DATE: 9/21/98
------------------------
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SERVICE PACKAGE NO. 26446
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
GAS TRANSPORTATION AGREEMENT
(For use under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT # 0 TO GAS TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1999
BETWEEN
MIDWESTERN GAS TRANSMISSION COMPANY
AND
ROANOKE GAS COMPANY
ROANOKE GAS COMPANY
EFFECTIVE DATE OF AMENDMENT: NOVEMBER 1, 1999
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 26446
SERVICE PACKAGE TQ: 5,000
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO BILLABLE-TQ
--------------------------------------------------------------------------------------------------------------------------------
011353 Amoco-Xxxxxx Island Xxx 000X Xxxxx Xxxx. Xx. Xxxxxxxx-Xxx.XX XX 000 5,000 5,000
000000 Xxxxx Xxx Xxxx Xxxx XX m Columbia Gas Trans. Kanawha West VA 03 087 5,000 5,000
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
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