Exhibit 10(v)(v)
Precedent Agreement No. 57448
Control No. 970731-0011
PRECEDENT AGREEMENT
This PRECEDENT AGREEMENT ("Agreement") is made and entered into to be
effective as of this 7th day of August, 1997, by and between COLUMBIA GAS
TRANSMISSION CORPORATION ("Columbia'), and ROANOKE GAS COMPANY ("Customer").
W I T N E S S E T H:
WHEREAS , Customer requested and was allocated certain FSS/SST levels of
service as a result of Columbia's Market Expansion open season, and entered into
a Precedent Agreement (No. 47753) with respect to such services;
WHEREAS , Customer has also requested FTS service and capacity has
become available in Columbia's Market Expansion project to serve such request;
WHEREAS , both the FSS/SST and FTS levels of service are to be served by
Columbia's expansion of its interstate pipeline and/or storage facilities as
contemplated pursuant to construction already proposed and approved in
Columbia's FERC Docket No. CP96-213; and
WHEREAS , it is necessary for Customer to commit to receiving and paying
for the FTS level of service set forth herein by executing this Agreement, to
support Columbia's commitment to the overall expansion of such facilities.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Columbia and Customer agree as follows:
1. Allocated Levels of Service. The following additional levels of
service have been allocated to Customer as part of Columbia's Market Expansion
project. By executing this Agreement, Columbia agrees to provide and Customer
agrees to accept the following additional levels of service pursuant to the
attached FTS service agreement as described in section two herein.
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Control No. 970731-0011
Firm Transportation Service (FTS) Service Agreement. Transportation Demand:
3,425 Dth per day.
Receipt Point Delivery Point Dth
------------- -------------- ---
Kenova Aggregation Roanoke Gas 3,425
Point (MLI-AO1) Company
(MLI-62)
2. Service Agreements. Columbia and Customer agree to execute
concurrently herewith the FTS service agreement attached hereto providing for
the foregoing level of service. The above total level of FTS service shall
commence in 1999, unless otherwise agreed by Columbia and Customer. The FTS
service agreement shall have a primary term of no less than fifteen years,
commencing with the date on which the allocated level of service is to commence.
All service under the FTS service agreement shall be provided pursuant to the
FTS Rate Schedule and at the applicable maximum rates set forth in Columbia's
Federal Energy Regulatory Commission (FERC) Gas Tariff, Second Revised Volume
No.1, as it may be amended from time to time ("Columbia's tariff"). The primary
receipt and delivery points and any other applicable terms and conditions,
including, but not limited to, delivery pressure, flow rates, etc., shall be as
set forth in the FTS service agreement.
3. Approvals. Columbia shall undertake to secure approvals necessary for
the financing, construction and operation of the expansion facilities necessary
to serve Customer as contemplated herein within the context of construction
already proposed by Columbia and approved in Columbia's FERC Docket No.
CP96-213, including, but not limited to and if deemed necessary by Columbia, the
preparation and filing of any amended application with the FERC for a
modification to certificates issued to Columbia in FERC Docket No. CP96-213
pursuant to Section 7(c) of the Natural Gas Act, 15 U.S.C. Section 717f(c).
Columbia shall not be required to prepare or file any applications with FERC
initiating any new certificate proceeding or which would create any obligation
to construct additional facilities beyond that already proposed by Columbia and
approved by FERC in Docket No. CP96-213. Customer shall cooperate with and
provide to Columbia, on a timely basis, all information and data requested by
Columbia which Columbia deems necessary to prosecute such amended application or
any other approvals or authorizations, including, but not limited to, any
information requested by the FERC or its staff.
4. Columbia's Conditions Precedent. Performance by Columbia under this
Agreement and the FTS service agreement to be executed is expressly conditioned
upon:
(a) Customer completing, executing and returning to Columbia with this
Agreement the Request for Service forms required by Columbia's tariff and
necessary for Customer to receive service under the service agreement;
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Control No. 970731-0011
(b) Customer satisfying the creditworthiness requirements in Columbia's
tariff;
(c) Columbia receiving all necessary final and nonappealable regulatory
approvals and authorizations for Columbia to provide the FTS service
contemplated by this Agreement within the context of construction already
proposed by Columbia and approved in Columbia's FERC Docket No. CP96-213,
including, but not limited to and if deemed necessary by Columbia, final and
nonappealable approval of any amended application Columbia will file with the
FERC for a modification to certificates issued to Columbia in FERC Docket No.
CP96-213, upon terms acceptable to Columbia;
(d) Columbia receiving all necessary final and nonappealable approvals
from the FERC to recover the costs of Columbia's expansion facilities on a
rolled-in basis in the calculation of its applicable rates, upon terms
acceptable to Columbia; and
(e) Columbia constructing and placing in service all expansion
facilities necessary for Columbia to provide service to Customer.
Columbia may waive any of the foregoing conditions.
5. Customer's Conditions Precedent. Performance by Customer under this
Agreement and the FTS service agreement attached hereto is expressly conditioned
upon:
(a) Columbia receiving an order from the FERC not subject to rehearing
on Columbia's certificate application referred to in section three herein to
charge rolled-in rates for the subject services.
Customer may waive the foregoing condition.
6. Termination. This Agreement shall only be terminated as provided in
this section. If this Agreement is terminated effective prior to the
commencement of new service under the FTS service agreement, then such FTS
service agreement shall be deemed void ab initio.
Customer, effective upon 30-days written notice to Columbia, may
terminate this Agreement if the condition precedent set forth in section 5
herein is not satisfied. Columbia, effective upon 30 days written notice to
Customer, may terminate this Agreement if any of conditions precedent set forth
in section 4 herein are not satisfied. With respect to both parties, any such
termination shall not be effective if the unsatisfied condition precedent upon
which the termination notice is based is satisfied prior to the end of the
30-day notice period.
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If this Agreement is terminated pursuant to this section, such
termination shall be without liability, damages, costs or expenses of either
party to each other or other parties, or to any of their shareholders,
directors, officers, employees, agents, consultants or representatives; and
Columbia and Customer shall have no further rights or obligations whatsoever
pursuant to this Agreement or the service agreement.
7. Authorization. Each of the persons executing this Agreement and the
FTS service agreement attached hereto represents and warrants that it has
authority to act for and bind the entity on whose behalf he or she purports to
act and to take the actions contemplated herein.
8. Customer's Support for Expansion. Customer agrees to support and not
take any adverse action with respect to Columbia's obtaining any necessary
approvals and authorizations, including, but not limited to Columbia's filings
at the FERC with respect to its expansion.
9. Parties In Interest. Nothing in this Agreement or the FTS service
agreement whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement or the FTS service agreement on
any persons other than the parties to them, nor is anything in this Agreement or
the FTS service agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement or the FTS service
agreement, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Agreement or the FTS
service agreement.
10. Effect of Agreement and Amendment. This Agreement shall inure to the
benefit of and be binding upon each of the undersigned parties. This Agreement
and the FTS service agreement constitute the entire agreement and understanding
between the parties hereto with respect to the subject matter herein and
therein, and supersede all prior agreements and understandings with respect
thereto. The parties agree that the execution of this Agreement and the FTS
service agreement does not supersede, and is without prejudice to any rights or
obligations the parties have to each other under separate and distinct
agreements, including, but not limited to, Precedent Agreement No.47753, its
related FSS/SST service agreements, and existing service agreement(s) between
Columbia and Customer. This Agreement can only be assigned, amended, modified,
or supplemented by the written agreement of Columbia and Customer.
11. Waivers. The waiver by any party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach hereof.
12. Governing Law. This Agreement shall be governed by the laws of the
State of West Virginia without reference to conflicts of law provisions, and
except as to any matters subject to federal law and the exclusive jurisdiction
of the FERC.
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13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have executed this Agreement.
COLUMBIA GAS TRANSMISSION CORPORATION
By s/Xxxxx X. Xxxxx
Name Xxxxx X. Xxxxx
Its Manager - Commercial Services
Date September 30, 1997
ROANOKE GAS COMPANY
By s/Xxxx X. Xxxxxxxxxx, III
Name Xxxx X. Xxxxxxxxxx, III
Its Vice President
Date Sept. 26, 1997
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