Exhibit 10 (c)(c)(c)
FIRM PIPELINE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of June, 2001,
by and between VIRGINIA GAS PIPELINE COMPANY, a Virginia corporation,
hereinafter referred to as "Transporter", and ROANOKE GAS COMPANY, a Virginia
corporation, hereinafter referred to as "Shipper". Transporter and Shipper may
hereinafter be referred to collectively as "Parties" or singularly as "Party".
NOW THEREFORE, the parties hereby agree as follows:
ARTICLE I - DEFINITIONS
The definitions found in Section 2 of Transporter's General Terms and Conditions
as set forth in its Virginia State Corporation Commission ("VSCC") Tariff 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 is Rate Schedule FTS of Transporter's
Virginia State Corporation Commission Tariff.
ARTICLE III - RECEIPT AND DELIVERY PRESSURES
Shipper shall deliver, or cause to be delivered, to Transporter the gas to be
transported hereunder at pressure sufficient to deliver such gas into
Transporter's system at the Receipt Point(s). Transporter shall cause the
delivery of gas to be transported hereunder to or for the account of Shipper at
the Delivery Point(s) at a minimum pressure of 300 pounds per square inch gauge
pressure unless otherwise specified on Exhibit A.
ARTICLE IV - 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 provided for in the
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 Transporter does not operate measurement facilities,
the responsibility for operations shall be deemed to be Shipper's.
ARTICLE V - RATES AND CHARGES FOR GAS TRANSPORTATION
The demand charge for the intrastate pipeline service shall be $9.50 per Dth, or
any other rates that are approved by the VSCC and authorized to be charged
pursuant to the appropriate Rate
Schedule and Gas Tariff. However, regardless of the rate approved by the VSCC,
the rate set forth in this paragraph shall be the maximum rate for the term of
this contract. In the event the VSCC shall approve a rate less than the rates
specified in this paragraph, Transporter will charge Shipper for the term of the
contract whichever rate is lower. If during the term of this contract VSCC shall
require Transporter to lower its rates, Transporter shall immediately reflect
those changes to Shipper's rates.
ARTICLE VI - 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 delivery of gas at Shipper's Delivery Point(s),
Shipper shall have sole responsibility for such gas.
ARTICLE VII - XXXXXXXX AND PAYMENTS
Xxxxxxxx and payments under this Agreement shall be in accordance with Section
12 of Transporter's General Terms and Conditions as they may be revised or
replaced from time to time. In no event shall Shipper pay for any services prior
to the facilities being completed and available for use.
ARTICLE VIII - RATE SCHEDULES AND GENERAL TERMS
AND CONDITIONS
8.1 This Agreement is subject to the effective provisions of Transporter's
FTS Rate Schedule, as specified in Exhibit A, or any succeeding rate
schedule and Transporter's General Terms and Conditions on file with
the VSCC, 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 VSCC, which Rate Schedule and
General Terms and Conditions are incorporated by reference and made a
part hereof for all purposes. However, to the extent that specific
provisions included in this contract contradict the tariff, the
provisions of this contract will apply.
8.2 Section 5.2 of the Transporter's General Terms and Conditions will not
be interpreted to require that Shipper deliver more gas into the system
than Shipper is currently taking at its Delivery Point(s) or to take
more gas out of the system than it is currently delivering into the
system at its receipt points, except for making up previously incurred
balances due Transporter or due Shipper.
ARTICLE IX - TERMS OF CONTRACT
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9.1 This Agreement will commence November 1, 2001 and continue for a
primary term of sixteen (16) years and year to year thereafter unless
cancelled by either Party with 180 days' written notice.
9.2 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 VSCC 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
accordance with Section 12 of Transporter's General Terms and
Conditions.
9.3 In the absence of force majeure, Shipper shall have the right to
terminate this Agreement in the event that Transporter fails to deliver
to Shipper's Delivery Point(s) gas that was properly received at
Shipper's Receipt Point(s). If this event should occur, Shipper shall
give Transporter thirty days notice of termination.
ARTICLE X - REGULATION
10.1 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.
10.2 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.
ARTICLE XI - SUCCESSORS AND ASSIGNS
Any company that shall succeed by purchase, merger, or consolidation of title to
the properties, substantially as an entirety, of Shipper and Transporter, as the
case may be, shall be entitled to the rights and shall be subject to the
obligations of its predecessors under this Agreement. Any Party may, without
relieving itself of its obligations under this Agreement, assign any of its
rights hereunder to a company or companies to which it is affiliated, but
otherwise no assignment of this Agreement or any of the rights or obligations
hereunder shall be made unless there first shall have been obtained the consent
thereto in writing of the Party, which shall not be unreasonably withheld.
ARTICLE XII - WARRANTIES
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in addition to the warranties set forth in Section 10 of Transporter's General
Terms and Conditions, Shipper warrants the following:
12.1 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 Point(s) under this
Agreement and any quantity limitations for each point as specified on
Exhibit A attached hereto.
12.2 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
warranty by the Shipper herein.
12.3 Shipper warrants that it will have title or the right to acquire title
to gas delivered to Transporter under this Agreement.
12.4 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 VSCC thirty days notice to any termination
of service. Service will continue if, within the thirty-day notice
period, Shipper cures the breach of warranty.
ARTICLE XIII - NOTICES
Notice hereunder shall be given to the respective Party at the applicable
address, telephone number or facsimile machine number stated below, or such
other addresses, telephone numbers or facsimile numbers as the parties shall
respectively hereafter designate in writing from time to time:
VIRGINIA GAS PIPELINE COMPANY
X.X. Xxx 0000
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, General Manager
Telephone Number: 000-000-0000
Facsimile Number: 000-000-0000
ROANOKE GAS COMPANY
X.X. Xxx 00000
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxx
Telephone Number: 000-000-0000
Facsimile Number: 000-000-0000
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ARTICLE XIV - FORCE MAJEURE
14.1 Subject to the provisions of this Article XIV, no Party shall be liable
to the other party for the failure to perform in conformity with this
Agreement to the extent such failure results from an event of Force
Majeure which is beyond the reasonable control of the party affected
thereby, which wholly or partially prevents the supply, transportation,
sale, delivery, injection, storage, withdrawal, or redelivery of Gas.
14.2 Events of Force Majeure shall include, by way of illustration but not
limitation, those enumerated in Section 15, Original Sheets Xx. 00,
Xx. 00 and No. 49 of the General Terms and Conditions.
14.3 Immediately upon becoming aware of the occurrence of an event of Force
Majeure, the party affected shall give notice thereof to the other
party, describing such event and stating the specific obligations, the
performance of which are, or are expected to be, delayed or prevented,
and (either in the original or in the supplemental notices) stating the
estimated period during which performance may be suspended or reduced,
including to the extent known or ascertainable, the estimated extent of
such reduction of performance. Such notice of an event of Force Majeure
is to be first given by telephone communication, and then shall be
confirmed in writing within five (5) days, giving particulars available
to the reporting Party, and being supplemented if necessary within
twenty (20) days to give full particulars.
14.4 The Party relying upon an event of Force Majeure shall act prudently
and use all reasonable efforts to eliminate the effects of Force
Majeure as soon as reasonably practicable, provided that the settlement
of strikes and lockouts shall be entirely within the discretion of the
Party affected.
14.5 No suspension or reduction of performance by reason of an event of
Force Majeure shall invalidate this Agreement, and upon removal of the
Force Majeure, performance shall resume in this Agreement as soon as
practicable.
14.6 Transporter appoints Shipper as its sole and exclusive agent for sales
of gas transportation services to retail customers in Roanoke Gas'
Virginia territory for the life of this Agreement. Transporter
recognizes that Transporter's system is located within Shipper's
certificated gas distribution territory in the Commonwealth of Virginia
(Shipper's Virginia territory) and intends to honor all of Shipper's
rights and privileges associated with said territory in accordance with
Virginia statute and/or regulation during the term of this Agreement.
Transporter warrants that it will not seek authority in its certificate
of public convenience and necessity to provide any gas storage,
distribution, or transportation service to retail customers in
Shipper's Virginia territory during the term of this Agreement. During
the term of this Agreement, Transporter further warrants that it shall
not use its pipeline facilities to directly provide gas storage,
distribution or transportation service to any retail customers in
Shipper's Virginia territory, unless directed to do so by the Virginia
State Corporation Commission (VSCC), or any other regulatory agency or
judicial authority. Under this Section 14.6, Transporter shall include
any company under common
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management or control with Transporter, including but not limited to
Virginia Gas Company, Virginia Gas Storage Company, Virginia Gas
Distribution Company, or Virginia Gas Exploration Company.
ARTICLE XV - MISCELLANEOUS
15.1 This Agreement constitutes the entire Agreement between the Parties and
no waiver by the Parties of any default of either Party under this
Agreement shall operate as a waiver of any subsequent default whether
of a like or different character.
15.2 The interpretation and performance of this Agreement shall be in
accordance with the laws of the Commonwealth of Virginia.
15.3 No modification of this Agreement shall be made except by the execution
of a written instrument by the Parties.
15.4 Exhibit A attached hereto is incorporated herein by reference and made
a part of this Agreement for all purposes.
15.5 The terms of this Agreement, including but not limited to the charges
shall be kept confidential by Shipper and Transporter, except as
required by law, regulation or order of Government Authority.
15.6 The Parties recognize and agree that in order to provide service
hereunder, Transporter will acquire capacity in the East Tennessee
Natural Gas Pipeline system from a point near Radford, Virginia to the
Delivery Point(s) specified in Exhibit A. The costs of acquiring such
capacity shall be the sole responsibility of Transporter.
15.7 This Agreement supercedes and cancels (a) the Firm Storage Agreement
between the Parties dated February 5, 1999; and (b) the Firm Pipeline
Service Agreement between the Parties dated February 5, 1999.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
VIRGINIA GAS PIPELINE COMPANY
BY:s/Xxxxxx X. Xxxxx
ITS: General Manager ATTEST:
ROANOKE GAS COMPANY
BY: s/Xxxx X. Xxxxxxxxxx, III
ITS: Chairman and CEO
ATTEST:
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EXHIBIT A
TO
FIRM PIPELINE SERVICE AGREEMENT
DATED: _______________________
Shipper: Roanoke Gas Company
Rate Schedule: FTS of Virginia Gas Pipeline Company's Virginia State Corporation
Commission Tariff
Firm Transportation Quantity: 2,000 Dth per day - commencing November 1, 2001
Firm Transportation Quantity: 4,000 Dth per day - commencing November 1, 2002
(cumulative)
PRIMARY RECEIPT POINT(S):
------------------------
(Co./State)
Name Meter Number Party Location
Saltville Meter Site 759777 Roanoke Gas Co. Xxxxx Co., VA
OPTIONAL RECEIPT POINT(S) (Note 1):
----------------------------------
East Tennessee Natural Gas Pipeline
CNG Gathering or Transmission Lines
Columbia Gathering or Transmission Lines
FIRM DELIVERY POINT(S):
----------------------
(Co./State) Volumes Service
Name Location Dth /Day Date Party
West Salem or Roanoke Roanoke, VA 2,000 11/l/2001 Roanoke Gas Co.
West Salem or Roanoke Roanoke, VA 2,000 11/l/2002 Roanoke Gas Co.
Total of 4,000 Dth/Day
In order to effect deliveries into West Salem, Transporter agrees to cause to be
constructed prior to November 1, 2002, a measuring station between the
facilities of Shipper and East Tennessee Natural Gas Pipeline system. Shipper
shall have no cost responsibility for such interconnection.
NOTE 1 - Receipt points on CNG and Columbia to be made available when Virginia
Gas Pipeline interconnects with these facilities.
