exv10w5



 






Exhibit 10.5




FT AGREEMENT
– CONTRACT #200386




With Dominion
Transmission, Inc.




Effective November 1, 2004 thru November 1, 2014




 









 






			
	AGREEMENT ID	 
	533	 
	
	 	 






FT CONTRACT NO.

200386         




SERVICE AGREEMENT

APPLICABLE TO TRANSPORTATION OF NATURAL GAS

UNDER RATE SCHEDULES FT




     AGREEMENT
made as of this 26 day of November, 2003, by and between
DOMINION TRANSMISSION, INC., a Delaware corporation, hereinafter called
“Pipeline,” and WASHINGTON GAS LIGHT COMPANY, INC., a District of Columbia and
Virginia corporation, hereinafter called “Customer.”



            WHEREAS, by Order issued by the Federal Energy Regulatory Commission
(“FERC”) on September 11, 2003 in Docket Nos. CP03-41-000 and CP03-43-000,
Pipeline was issued a certificate of public convenience and necessity pursuant
to Section 7 of the Natural Gas Act and Part 157 of the Commission’s
Regulations authorizing Pipeline to construct, own, and operate facilities
providing a total of 223,000 Dekatherms (Dt) per day of firm transportation
service and a total of 5.6 Bcf of firm storage capacity (the “Mid-Atlantic
Project”);



     WHEREAS, Pipeline has accepted the certificate issued by the FERC in
Docket Nos. CP03-41-000 and CP03-43-000;



     WHEREAS, Customer has requested that Pipeline transport natural gas for it
as part of the Mid-Atlantic Project; and



     WHEREAS, Pipeline is willing to provide transportation service for
Customer as part of the Mid-Atlantic Project commencing on November 1, 2004, or
as soon as any additional necessary rights and regulatory approvals are
received and accepted by Pipeline and as the necessary facilities are
constructed and ready for service.



     WITNESSETH: That, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:



ARTICLE I

Quantities




     A. During the term of this Agreement, Pipeline will transport for
Customer, on a firm basis, and Customer may furnish, or cause to be
furnished, to
Pipeline natural gas for such transportation, and Customer will accept, or
cause to
be accepted, delivery from Pipeline of the quantities Customer has
tendered for
transportation.



     B. The maximum quantities of gas which Pipeline shall deliver and which
Customer may tender shall be as set forth on Exhibit A, attached hereto.



 









 





FT CONTRACT NO.

200386         




ARTICLE II

Rate




     A. Unless otherwise mutually agreed in a written amendment to this
Agreement, Customer shall pay Pipeline for transportation services
rendered
pursuant to this Agreement, the maximum rates and charges provided under
Rate
Schedule FT for the Mid-Atlantic Project set forth in the “Summary of
Incremental
Rates” in Pipeline’s effective FERC Gas Tariff, including applicable
surcharges and
the Fuel Retention Percentage. Upon the beginning of the term of this
Agreement,
that rate shall be consistent with the FERC’s order granting Pipeline its
certificate
in Docket Nos. CP03-41-000 and CP03-43-000 (as modified upon rehearing, if
applicable).



     B. Pipeline shall have the right to propose, file and make effective with
the
FERC or any other body having jurisdiction, revisions to any applicable
rate
schedule, or to propose, file, and make effective superseding rate
schedules for the
purpose of changing the rate, charges, and other provisions thereof
effective as to
Customer; provided, however, that (i) Section 2 of Rate Schedule FT
“Applicability
and Character of Service,” (ii) term, (iii) quantities, and (iv) points of
receipt and
points of delivery shall not be subject to unilateral change under this
Article. Said
rate schedule or superseding rate schedule and any revisions thereof which
shall be
filed and made effective shall apply to and become a part of this Service
Agreement.
The filing of such changes and revisions to any applicable rate schedule
shall be
without prejudice to the right of Customer to contest or oppose such
filing and its
effectiveness.



ARTICLE III

Term of Agreement




     Subject to all the terms and conditions herein, this Agreement shall be
effective ten days after Pipeline notifies Customer that it is prepared to
transport gas for Customer under the Agreement, which date shall be no earlier
than ten days prior to November 1, 2004. Service pursuant to this Agreement
shall continue in effect from that date for a primary term of ten years, and
from year to year thereafter; provided, however, that either Pipeline or
Customer may terminate the Agreement at the end of the primary term by giving
written notice to the other party at least twelve months prior to the start of
the next contract year.



 









 





FT CONTRACT NO.

200386         




ARTICLE IV

Points of Receipt and Delivery




     The Primary Points of Receipt and Delivery and the maximum quantities for
each point for all gas that may be received for Customer’s account for
transportation by Pipeline shall be as set forth on Exhibit A. Customer shall
also be entitled to utilize Secondary Receipt and Delivery Points in
accordance with applicable provisions of Rate Schedule FT.



ARTICLE V

Regulatory Approval




     Performance under this Agreement by Pipeline and Customer shall be
contingent upon Pipeline and Customer receiving all necessary regulatory or
other governmental approvals upon terms satisfactory to each. Should Pipeline
and Customer be denied such approvals to provide or continue the service
contemplated herein or to construct and operate any necessary facilities
therefor upon the terms and conditions requested in the application therefor,
then Pipeline’s and Customer’s obligations hereunder shall terminate.



ARTICLE VI

Incorporation By Reference of Tariff Provisions




     A. To the extent not inconsistent with the terms and conditions of
this Agreement, the following provisions of Pipeline’s effective FERC Gas
Tariff, and any revisions thereof that may be made effective hereafter,
are hereby made applicable to and a part hereof by reference:



     1. All of the provisions of Rate Schedule FT, or any effective superseding
rate schedule or otherwise applicable rate schedule; and



     2. All of the provisions of the General Terms and Conditions, as they may
be revised or superseded from time to time.



ARTICLE VII

Miscellaneous




     A. No change, modification or alteration of this Agreement shall be or
become effective until executed in writing by the parties hereto; provided,
however, that the parties do not intend that this Article VII.A. requires a
further written agreement either prior to the making of any request or filing
permitted under Article II hereof or prior to the effectiveness of such request
or filing after Commission approval, provided further, however, that nothing in
this Agreement shall be deemed to prejudice any position the parties may take
as to whether the



 









 





FT CONTRACT NO.

200386         




request, filing or revision permitted under Article II must be made under
Section 7 or Section 4 of the Natural Gas Act.




     B. Any notice, request or demand provided for in this Agreement, or any


notice which either party may desire to give the other, shall be in
writing and sent
to the following addresses:



	 	 	 
	Pipeline:

	 	Dominion Transmission, Inc.
	

	 	120 Tredegar Street
	

	 	Richmond, VA 23219
	

	 	Attention: Jeffrey Keister
	

	 	Phone: (804) 819-2820
	

	 	Fax: (804) 819-2062
	 
	 	 
	Customer:

	 	Washington Gas Light Company
	

	 	6801 Industrial Road
	

	 	Springfield, Virginia 22151
	

	 	Attention: Tim Sherwood
	

	 	Phone:
(703) 750-5816
	

	 	Fax: (703) 750-7945







or any such other address as either party shall designate by formal written
notice.




     C. No presumption shall operate in favor of or against either party hereto
as a result of any responsibility either party may have had for drafting
this
Agreement.



     D. The subject headings of the provisions of this Agreement are inserted
for the purpose of convenient reference and are not intended to become a
part of or
to be considered in any interpretation of such provisions.



ARTICLE VIII

Prior Contract




     To the extent not inconsistent with the terms and conditions of this
Agreement, the provisions of the Precedent Agreement for Firm Transportation
Service between Customer and Pipeline dated December 31, 2001, and as amended,
shall survive; otherwise, the provisions of this Agreement shall govern.



 









 





FT CONTRACT NO.

200386         




     IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have
caused this Agreement to be signed by their duly authorized officials as of the
day and year first written above.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dominion Transmission, Inc.	 	 
	 	 	(Pipeline)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ [ILLEGIBLE]
	 	 	 	 	

	

	 	Its:
	 	MANAGING, DIRECTOR	 	 	 	 
	 	 	 	 	

	

	 	 	 	 	 	(Title)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Washington Gas Light Company	 	 
	 	 	(Customer)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Terry McCallister
	 	 	 	 	

	

	 	Its:
	 	 	 	President & COO	 	 	 	 
	 	 	 	 	

	

	 	 	 	 	 	(Title)	 	 	 	 








 










 






			
	 	 	FT CONTRACT NO.
	 	 	200386
	 	 	 







EXHIBIT A




To The FT Agreement

Dated November 26, 2003

Between Dominion Transmission, Inc.

And Washington Gas Light Company




A. Quantities




     1. The maximum quantities of gas which Pipeline shall deliver and which
Customer may tender shall be as follows:



     a. A Maximum Daily Transportation Quantity (MDTQ) of 25,000 Dt.



     b. A Maximum Annual Transportation Quantity (MATQ) of 9,125,000 Dt.



B. Points of Receipt and Delivery




     1. The Point of Receipt and the maximum quantities for that point shall
be as follows:



     Up to 25,000 Dt per Day at a point of interconnection between the
facilities of Pipeline and Texas Eastern Transmission, L.P. in Westmoreland
County, Pennsylvania known as the Oakford Interconnection, at a pressure of
not less than 575 pounds per square inch gauge. In addition to these
quantities, Customer may increase the quantities furnished to Pipeline at the
Point(s) of Receipt provided that such quantities, when reduced by the
applicable fuel retention percentage specified in Pipeline’s then-effective
FERC Gas Tariff, do not exceed the MDTQ.



     2. The Point of Delivery and the maximum quantities for that point shall
be as follows:




     Up to 25,000 Dt per Day at an existing interconnection between the
facilities of Pipeline and Dominion Cove Point LNG, Limited Partnership in
Loudoun County, Virginia, known as the Loudoun Interconnection. Each of the
parties shall use due care and diligence to ensure that pressures are
maintained within the normal operating tolerances at the Point of Delivery as
reasonably may be required to render service hereunder.