exv10w4



 





Exhibit 10.4




GSS AGREEMENT
– CONTRACT #300161




With Dominion Transmission, Inc.




Effective April 1, 2004 thru April 1, 2014






 









 





			
	AGREEMENT ID	 	GSS CONTRACT NO.
	531	 	300161
	
	 	 







SERVICE AGREEMENT

APPLICABLE TO THE STORAGE OF NATURAL GAS

UNDER RATE SCHEDULE GSS




     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, 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 store natural gas for it
as part of the Mid-Atlantic Project; and



     WHEREAS, Pipeline is willing to provide storage service for Customer as
part of the Mid-Atlantic Project commencing on April 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 that Pipeline will store natural gas for
Customer during the term, at the rates and on the terms and conditions
hereinafter provided and, with respect to gas delivered by each of the parties
to the other, under and subject to Pipeline’s Rate Schedule GSS and all of the
General Terms and Conditions contained in Pipeline’s FERC Gas Tariff and any
revisions thereof that may be made effective hereafter:



ARTICLE I

Quantities




     During the term of this Agreement, Customer agrees to deliver to Pipeline
and Pipeline agrees to receive for storage in Pipeline’s underground storage
properties, and Pipeline agrees to inject or cause to be injected into storage
for Customer’s account, store, withdraw from storage, and deliver to Customer
and



 









 





			
	 	 	GSS CONTRACT NO.
	 	 	300161







Customer agrees to receive, quantities of natural gas as set forth on
Exhibit A, attached hereto.




ARTICLE II

Rate




     A. For storage service rendered by Pipeline to Customer hereunder,
Customer shall pay Pipeline the maximum rates and charges provided under
Rate Schedule GSS contained in Pipeline’s effective FERC Gas Tariff or any
effective superseding rate schedule.



     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 GSS
“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.



     C. The Storage Demand Charge and the Storage Capacity Charge provided
in the aforesaid rate schedule shall commence on the first of the month
during which Pipeline is prepared to accept injections under this Storage Service Agreement, which date shall be no earlier than April 1, 2004.



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
accept injections under this Storage Service Agreement, which date shall be no
earlier than April 1, 2004, for purposes of Pipeline’s receipt of injections
into storage and the payment of rates pursuant to Rate Schedule GSS and
November 1, 2004, for purposes of Pipeline’s deliveries of gas from storage.
Service under this Service Agreement shall continue in effect for a primary
term of ten years and from year to year thereafter, until either party
terminates this Agreement at or after the end of the primary term by giving
written notice to the other at least twenty-four months prior to the start of
an annual term.



 









 





			
	 	 	GSS CONTRACT NO.
	 	 	300161





ARTICLE IV

Points of Receipt and Delivery




     The Points of Receipt for Customer’s tender of storage injection
quantities, and the Point(s) of Delivery for withdrawals from storage shall be
specified on Exhibit A, attached hereto.



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 the service contemplated
herein 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




     To the extent not inconsistent with the terms and conditions of this
Agreement, the following provisions of Seller’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 GSS 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 request, filing or revision permitted under Article II must
be made under Section 7 or Section 4 of the Natural Gas Act.



 









 





			
	 	 	GSS CONTRACT NO.
	 	 	300161





     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 Contracts




     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.



 









 





			
	 	 	GSS CONTRACT NO.
	 	 	300161





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



	 	 	 	 	 	 	 
	 	Dominion Transmission, Inc.
	 	(Pipeline)
	 
	 	 	 	 	 
	

	By:
	 	/s/ [ILLEGIBLE]	 
	

	 	 	

	 	Its:	 	MANAGING, DIRECTOR
	

	 	 	

	 	 	               (Title)
	 
	 	 	 	 	 	 
	 	Washington Gas Light Company
	 	(Customer)
	 
	 	 	 	 	 
	

	By:
	 	/s/ Terry McCallister
	

	 	 	

	 	Its:	 	President & COO
	

	 	 	

	 	 	               (Title)







 









 






			
	 	 	GSS CONTRACT NO.
	 	 	300161





EXHIBIT A




To The GSS Agreement

Dated November 26, 2003

Between Dominion Transmission, Inc.

And Washington Gas Light Company




A. Quantities



The quantities of natural gas storage service which Customer may utilize under
this Agreement, as well as Customer’s applicable Billing Determinants, are as
follows:




     1. Storage Capacity of 2,800,000 Dekatherms (Dt), and



     2. Storage Demand of 40,000 Dt per day.



B. Points of Receipt and Delivery




     1. The Point(s) of Receipt for Customer’s tender of storage injection
quantities, and the maximum quantities and character of service for each
point, shall be:



     The points of injection into Pipeline’s storage pools, provided that,
these Point(s) of Receipt shall be Primary, as defined in Pipeline’s FERC Gas
Tariff, only to the extent that Pipeline provides corresponding transportation
to the points of injection into Pipeline’s storage pools under the FTNN
Transportation Service Agreement between Pipeline and Customer.



     2. The Point(s) of Delivery for withdrawals from storage, and the maximum
quantities and character of service for each point, shall be:



     The points of withdrawal from Pipeline’s storage pools, provided that,
these Point(s) of Delivery shall be Primary, as defined in Pipeline’s FERC Gas
Tariff, only to the extent that Pipeline provides corresponding transportation
from the points of withdrawal from Pipeline’s storage pools under the FTNN
Transportation Service Agreement between Pipeline and Customer.