Exhibit 10(g)(g)(g)
SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
THIS AGREEMENT is made and entered into as of the 1st day of November,1999, by
and between MIDWESTERN GAS TRANSMISSION COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and ROANOKE GAS COMPANY, an VIRGINIA
Corporation, hereinafter referred to as "Shipper." Transporter and Shipper shall
be collectively referred to as "Parties."
WITNESSETH:
That, in consideration of the premises and of the mutual agreements herein
contained, Transporter and Shipper agree as follows:
ARTICLE I - DEFINITIONS
The definitions found in Article 1 of Transporter's General Terms and Conditions
are incorporated herein by reference.
ARTICLE II - TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily, on a
firm basis, at Eligible Receipt Point(s), from Shipper or for Shipper's account
such quantity of gas as Shipper makes available up to the Transportation
Quantity and deliver to or for the account of Shipper to authorized Delivery
Point(s) an equivalent quantity of gas.
ARTICLE III - POINTS OF RECEIPT AND DELIVERY
AND ASSOCIATED PRESSURES
3.1 The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit A attached hereto. Shipper shall have access to
secondary receipt and delivery points as specified in the applicable
rate schedule (FT-A or FT-G) pursuant to which Shipper's volumes are
being transported. Priority of transportation to such secondary points
shall be determined in accord with Article III, Section 5 of the General
Terms and Conditions of Transporter's tariff.
3.2 Shipper may request a change to the Primary Points of Receipt and/or
Primary Points of Delivery provided in this Agreement by submitting to
Transporter a Service Request
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
Form in accord with Article XXV of the General Terms and Conditions of
Transporter's FERC Gas Tariff. Priority of transportation service to
such additional Points of Receipt and/or Delivery shall be determined
pursuant to Article III, Section 5 of the General Terms and Conditions.
3.3 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), provided such
pressure shall not exceed Transporter's maximum allowable operating
pressure. 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)
ARTICLE IV - FACILITIES
All facilities are in place to render the service provided for in this
Agreement.
or
(If facilities are contemplated to be constructed, a brief description of the
facilities will be included, as well as who is to construct, own and/or operate
such facilities.)
ARTICLE V - 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 the
General Terms and Conditions of Transporter's FERC Gas Tariff. Transporter shall
be responsible for the operation of measurement facilities at the Delivery
Point(s) and at the Receipt Point(s). In the event that measurement facilities
are not operated by Transporter, then the responsibility for operations shall be
deemed to be that of the Balancing Party at such point. If measurement
facilities are not operated by Transporter and there is no Balancing Party at
such point, then the responsibility for operations shall be deemed to be
Shipper's.
ARTICLE VI - RATES FOR SERVICE
6.1 Transportation Charge - Commencing on the date of the rates, charges and
surcharges to be paid by Shipper to Transporter, including compensation
for system fuel and losses, shall be in accordance with Transporter's
applicable effective Rate Schedule (FT-A or FT-G) and the General Terms
and Conditions of Transporter's Tariff.
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
6.2 Incidental Charges - Upon execution of this Agreement, Shipper agrees to
pay Transporter for all known and anticipated filing fees, reporting
fees or similar charges required for the rendition of the transportation
service provided for herein. Further, Shipper agrees to reimburse
Transporter for all such fees within thirty (30) days after receiving
proof of payment from Transporter.
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 changes effective in (a) the rates, charges, terms
and conditions applicable to service pursuant to the Rate Schedule under
which this service is rendered, (b) the Rate Schedule(s) pursuant to
which service hereunder is rendered, and (c) any provisions of the
General Terms and Conditions in Transporter's FERC Gas Tariff applicable
to those Rate Schedules, as such Tariff may be revised or replaced from
time to time. Transporter agrees that Shipper may protest or contest the
aforementioned 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 - 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
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.
ARTICLE VIII - XXXXXXXX AND PAYMENTS
Xxxxxxxx and payments under this Agreement shall be in accordance with the terms
and conditions of Transporter's FERC Gas Tariff as such Tariff may be revised or
replaced from time to time.
ARTICLE IX - RATE SCHEDULES AND
GENERAL TERMS AND CONDITIONS
This Agreement and all terms and provisions contained or incorporated herein are
subject to the effective provisions of Transporter's applicable Rate Schedule(s)
as set forth on Exhibit A
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
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(s) and General Terms and Conditions are incorporated
by reference. To the extent a term or condition set forth in this Contract is
inconsistent with the General Terms and Conditions, the General Terms and
Conditions shall govern. Furthermore, to the extent a term or condition set
forth in this Contract is inconsistent with the applicable Rate Schedule, the
Rate Schedule shall govern unless the relevant provision is inconsistent with
General Terms and Conditions.
ARTICLE X - REGULATION
10.1 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 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 The transportation service described herein shall be provided subject to
Part 284, Subpart G of the FERC regulations.
10.3 In the event the Parties are unable to obtain all necessary and
satisfactory regulatory approvals for service on facilities 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
provisions of Section 6.2 herein, shall be of no force and effect from
and after the effective date of such termination.
ARTICLE XI - WARRANTIES
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
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
or out of breach of any warranty, express or implied, by the Shipper herein.
Transporter shall not be obligated to provide or continue service hereunder in
the event of any breach of warranty.
ARTICLE XII - TERM OF AGREEMENT
12.1 This Agreement shall become effective on the date of its execution, and
shall be implemented no later than the first day of the month following
the later of the date of execution or the completion of any necessary
facilities on Transporter's system and shall remain in full 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 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 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 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 upon its termination, as required by the
General Terms and Conditions of Transporter's FERC Gas Tariff, shall
survive the other parts of this Agreement until such time as such
balancing has been accomplished.
12.3 In addition to any other remedy Transporter may have, this Agreement
will terminate automatically in the event Shipper fails to pay all of
the amount of any xxxx for service rendered by Transporter hereunder
when that amount is due, provided Transporter shall give Shipper 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 the terms and conditions of Article VI
of the General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE XIII - NOTICES
Except when notice is required through Transporter's Electronic Bulletin Board,
any notice, request, demand, statement, or xxxx provided for in this Agreement
or any notice that either
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
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 follows:
TRANSPORTER: MIDWESTERN GAS TRANSMISSION COMPANY
X.X. Xxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Transportation Marketing
SHIPPER:
NOTICES: ROANOKE GAS COMPANY
000 Xxxxxx Xxx., X.X.
X.X. Xxx 00000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
BILLING: ROANOKE GAS COMPANY
000 Xxxxxx Xxx., X.X.
X.X. Xxx 00000
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxx
or to such other address as either Party may designate by 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 that it has executed or may execute
hereafter as security for indebtedness. Either Party, without relieving
itself of its obligations under this Agreement, may 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 and
obligations hereunder, except in accord with Article XXI of the General
Terms and Conditions of Transporter's Tariff.
14.2 Any person or entity that succeeds by purchase, merger, or consolidation
to the properties, substantially or as an entirety, of either Party
hereto shall be entitled to the
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
rights and shall be subject to the obligations of its predecessor in
interest under this Agreement.
ARTICLE XV - MISCELLANEOUS
15.1 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 Transporter's Electronic Bulletin Board and Shipper has
been notified through Transporter's Electronic Bulletin Board of
Transporter's agreement to such change.
15.2 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 defaults, whether of a
like or of a different character.
15.3 The interpretation and performance of this agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to Choice of Law doctrine that refers to the laws of
another jurisdiction.
15.4 Exhibit A attached hereto is incorporated herein by reference and made a
part of this Agreement for all purposes.
15.5 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 option; and if the severability
option is exercised, the remaining provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
MIDWESTERN GAS TRANSMISSION COMPANY
BY:s/X. X. Xxxxxxxxx
---------------------------
X. X. Xxxxxxxxx
Agent and Attorney-in-Fact
DATE: 6/16/98
------------------------
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SERVICE PACKAGE NO. 24377
AMENDMENT NO.
FIRM GAS TRANSPORTATION AGREEMENT (For Use Under
Rate Schedule FT-A or FT-G )
ROANOKE GAS COMPANY
BY:s/Xxxxx X. Xxxxxxxxxxx
---------------------------
TITLE: s/VP/Sec. & Treas.
-----------------------
DATE: 6/8/98
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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: 24377
SERVICE PACKAGE TO: 5,176 Dth
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TO XXXX
ABL
E-TO
-----------------------------------------------------------------------------------------------------------
017025 NORTHERN BORDER WILL IL 01 R 5,176 5,176
Total Receipt TQ: 5,176 5,176
027086 MGT. SALES (Bi 1-7024DUAL 1-2 SUMMER TN 01 D 5,176 5,176
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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