Exhibit 10(c)(c)(c)
FIRM PIPELINE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into as of this 5th day of February,
1999, 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 Transporters
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 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) at a minimum pressure
of 275 pounds per square inch gauge pressure unless otherwise specified on
Exhibit A. If Shippers gas is supplied by a third party pipeline connect, the
minimum pressure of 275 pounds per square inch gauge pressure does not apply.
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 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 measurement facilities are not
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operated by Transporter, the responsibility for operations shall be deemed
to be Shipper's.
ARTICLE V - FACILITIES
The Parties agree that Transporter shall proceed with due diligence to construct
the pipeline necessary to provide the firm pipeline service described herein,
and shall commence the firm pipeline service for Shipper at the earliest
practicable date. Shipper warrants that all gas received from Transporter and
the Virginia State Intrastate Pipeline will be ultimately consumed within the
Commonwealth of Virginia.
ARTICLE VI- RATES AND CHARGES FOR GAS TRANSPORTATION
The demand charge for the intrastate pipeline service shall be $9.50 per Dth, or
any other rates which 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,
for the term of the contract, Shipper 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 VII- RESPONSIBILITY DURING TRANSPIRATION
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 VIII- ▇▇▇▇▇▇▇▇ AND PAYMENTS
▇▇▇▇▇▇▇▇ 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 IX - RATE SCHEDULES AND
GENERAL TERMS AND CONDITIONS
9.1 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
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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.
9.2 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 points or to take more gas out of
the system that it is currently delivering into the system at its receipt
points, except for making up previously incurred balances due Transporter or due
Shipper.
ARTICLE X - TERM OF CONTRACT
10.1 The Primary Term of this Agreement is for fifteen years from the
commencement of service to each delivery point as described in Exhibit A.
10.2 In addition to any other remedy Transporter may have, Transporter shall
have the right to terminate this Agreement in the event Shipper falls to pay all
of the amount of any ▇▇▇▇ 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 accord with Section 12 of Transporter's General Terms and Conditions.
10.3 In the absence of force majeure, Shipper shall have the right to terminate
this Agreement in the event that Transporter falls 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.
10.4 Shipper shall have the right to terminate this Agreement if Transporter
fails to secure a certificate for pipeline construction to Roanoke, Virginia
from the SCC by June 30, 2000.Shipper shall further have the right to terminate
this Agreement if Transporter does not commence service by November 1, 2001.
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
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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.
ARTICLE XII- SUCCESSORS AND ASSIGNS
Any company which 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 predecessor 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 obligation
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. In
the event that Transporter builds the facilities in partnership with companies
or persons with which it is not affiliated, Transporter warrants that it will at
all times retain operating control of the facilities.
ARTICLE XIII- WARRANTIES
In addition to the warranties set forth in Section 10 of Transport'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 warranty, by the
Shipper herein.
13.3 Shipper warrants that it will have title or the right to acquire title to
gas delivered to Transporter under this Agreement.
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 VSCC 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.
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ARTICLE XIV - 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
P0 Box 2407
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇, extension 17
Facsimile Machine Number: (▇▇▇) ▇▇▇-▇▇▇▇
ROANOKE GAS COMPANY
P0 Box 13007
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Machine Number: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE XV - FORCE MAJEURE
15.1 Subject to the provisions of this Article XV, 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.
15.2 Events of Force Majeure shall include, by way of illustration, but not
limitation those enumerated in Section 15, Original Sheets No.47, No.48 and
No.49 of the General Terms and Conditions.
15.3 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 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
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within twenty (20) days to give full particulars.
15.4 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.
15.5 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.
15.6 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, or any other regulatory
agency or judicial authority. Under this Section 15.6, Transporter shall include
any company under common 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 XVI- MISCELLANEOUS
16.1 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.
16.2 The interpretation and performance of this Agreement shall be in accordance
with the laws of the Commonwealth of Virginia.
16.3 No modification of this Agreement shall be made except by the execution of
a written instrument by the Parties.
16.4 Exhibit A attached hereto is incorporated herein by reference and made a
part of this Agreement for all purposes.
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16.5 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.
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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/▇. ▇. ▇▇▇▇▇▇▇
----------------------------
ITS: s/President ATTEST: s/Aryile ▇. ▇▇▇▇
--------------------------- ---------------------
ROANOKE GAS COMPANY
BY: s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, III
-----------------------------
ITS: s/President & CEO ATTEST: s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- ---------------------
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EXHIBIT A TO THE
FIRM PIPELINE SERVICE AGREEMENT
DATED FEBRUARY 5, 1999
Shipper: Roanoke Gas Company
Rate Schedule: FTS of Virginia Gas Pipeline Company's Virginia State
Corporation Commission Tariff
Firm Transportation Quantity: 17,500 Dth per day
Optional Transportation Quantity: 7,500 Dth per day
PRIMARY RECEIPT POINT (S):
-------------------------
Name Meter No. Party Location (Co./State)
---- -------- ----- --------------------
Saltville Meter Site 759777 Roanoke Gas Co. ▇▇▇▇▇, VA
OPTIONAL RECEIPT POINT(S) (Note 3):
----------------------------------
East Tennessee Natural Gas Pipeline
CNG Gathering or Transmission Lines
Columbia Gathering or Transmission Lines
FIRM DELIVERY POINT(S):
----------------------
Volumes Service
Name Location (Co.,/State) (Dth/Day) Date Party:
---- -------------------- -------- ---- -----
Roanoke Roanoke, VA 5,000 11/1/2000 Roanoke Gas Co.
(Note 4) 3,000 11/1/2002 Roanoke Gas Co.
7,000 11/1/2004 Roanoke Gas Co.
Rocky Mount Franklin, VA 2,500 11/1/2001 Roanoke Gas Co.
-----
(via lateral; Note 1) 17,500 Dth/Day
OPTIONAL VOLUME CAPACITY AND DELIVERY POINT(S):
----------------------------------------------
Volumes Service
Name Location (Co./State) (Dth/Day) Date Party:
---- ------------------- ------- ---- -----
Rocky Mount Franklin, VA 2,500 11/1/2006 Roanoke Gas Co.
(via lateral; Note 1 & 2)
Bedford Bedford, VA 5,000 11/1/2001 Roanoke Gas Co.
(via lateral; Note 1 & 2)
Note 1 - Lateral terminus to be mutually agreed between the parties. VGPC to
construct generally to within one (1) mile of corporate limits. No by-pass
language to be included in the firm pipeline service agreement.
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Note 2 - Option to expire November 1, 2001. Decision to exercise options are at
the sole discretion of the Shipper.
Note 3 - Receipt points on CNG and Columbia to be made available when Virginia
Gas Pipeline interconnects with these facilities.
Note 4 - Delivery point to be on the Roanoke Gas 8-inch loop line approximately
3 miles northeast of the ETNG Clearbrook Gate Station.
Roanoke Gas Company will have the flexibility of delivery points to the extent
that the pipeline can deliver volumes on any given day.
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