Exhibit (10j.)
2595S
TRANSPORTATION AGREEMENT
THIS AGREEMENT is made and entered into this 29th day
of June, 1990, by and between NORTHWEST PIPELINE CORPORATION,
hereinafter referred to as "Transporter", and NORTHWEST NATURAL
GAS COMPANY, hereinafter referred to as "Shipper".
RECITALS:
A. Shipper is a local distribution company of natural gas.
B. Shipper owns or controls certain supplies of natural
gas which it desires Transporter to transport for Shipper's
account pursuant to Part 284 of the regulations of the FERC.
C. On January 29, 1990, Transporter offered all potential
shippers an opportunity to elect to participate in the proposed
expansion of Transporter's mainline for firm transportation
service.
D. Shipper was one of the parties responding to
Transporter's January 29, 1990 offer, by making a complete
written request to Transporter for the transportation service
described herein on March 1, 1990.
E. Transporter has designed a system expansion for the
shippers responding to its January 29, 1990 offer and will file
an application with the Federal Energy Regulatory Commission
("FERC") requesting certificate authority to construct and
operate on a rolled in basis the facilities necessary to provide
the transportation service under this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and
mutual covenants set forth herein, the parties agree as follows:
ARTICLE I - GAS DELIVERIES AND REDELIVERIES
1.1 Subject to the terms, conditions and limitations
hereof, Transporter agrees to receive from Shipper at the Receipt
Point(s) specified in Exhibit A herein, transport and deliver to
Shipper at the Delivery Point(s) specified in Exhibit B herein,
the following quantities of natural gas, known as Transportation
Contract Demand:
Up to 50,000 MMBtu's/day provided that Transporter's
receipt of gas at any receipt point for Shipper's account
hereunder on any day shall not exceed the maximum daily quantity
set forth for such receipt point on Exhibit "A" hereto, and
provided that Transporter's daily obligation to deliver gas to
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Shipper at any delivery point under this Transportation Agreement
shall not exceed the Maximum Daily Delivery Obligation ("MDDO")
set forth in Exhibit "B" of this Agreement.
1.2 Pursuant to Article XIV of the General Transportation
Terms and Conditions applicable to this Agreement, Shipper has
elected to furnish fuel and lost or unaccounted for gas volumes
in-kind. Transporter may receive volumes of gas in excess of the
maximum daily quantity set forth in Section 1.1 when necessary to
cover such fuel gas reimbursement while making full delivery of
such maximum daily quantity or to cover certain balancing
receipts agreed to by the parties.
1.3 Such transportation shall be on a firm basis.
ARTICLE II - TRANSPORTATION RATES AND CHARGES
2.1 (a) Shipper agrees to pay Transporter for all natural
gas transportation service rendered under the
terms of this Agreement in accordance with
Transporter's Rate Schedule TF-1 as filed with the
Federal Energy Regulatory Commission ("FERC"), and
as such rate schedule may be amended or superseded
from time to time.
(b) Payment of applicable reservation charges under
this Agreement will commence the date that
Transporter has in place the facilities necessary
to provide the transportation service.
2.2 This Agreement shall be subject to the provisions of
such Rate Schedule and the General Transportation Terms and
Conditions applicable thereto (and as they may be amended by
Article VIII of this Agreement) and effective from time to time,
which by this reference are incorporated herein and made a part
hereof.
ARTICLE III - GOVERNMENTAL REQUIREMENTS
3.1 Shipper shall reimburse Transporter for any and all
filing fees incurred by Transporter in seeking governmental
authorization for the initiation, extension or termination of
service under this Transportation Agreement.
3.2 The transportation service contemplated herein shall be
provided by Transporter pursuant to Section 284.223 of the FERC's
regulations. The obligation of each party for transportation
service under this Agreement beyond 120 days from the date
service is initiated hereunder are conditioned upon each party
obtaining and accepting from governmental authorities having
jurisdiction such authorizations as may be necessary, including,
but not limited to, FERC approval of a prior notice application.
If any required prior notice approval is not received by
Transporter within one (1) year from the date Transporter has in
place the facilities necessary to provide the transportation, the
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Agreement may be terminated upon 30 days prior written notice by
either party to the other party.
3.3 In the event that Transporter has not filed an
application with FERC requesting certificate authority to
construct and operate the facilities necessary to provide the
transportation service under this Agreement by April 1, 1991,
Shipper may terminate this Agreement with thirty (30) days prior
written notice.
3.4 The gas to be received and transported by Transporter
hereunder shall be limited to gas for which Transporter has been
furnished offers of take-or-pay credits which comply with and are
required by 18 CFR 284.8(f) Transporter may waive the foregoing
requirements on gas received for Shipper's account hereunder
pursuant to another agreement between Transporter and any party,
including Shipper, for which the shipping party under such
Agreement has already furnished offers of take-or-pay credits.
Furthermore, Transporter and Shipper may agree in a written
amendment to this Agreement for an alternative procedure under
which Transporter may verify and monitor that it has received
sufficient offers of take-or-pay credits on the gas transported
in conformance with 18 CFR Section 284.8(f).
3.5 Upon termination, this Transportation Agreement shall
cease to have any force or effect, save as to any unsatisfied
obligations or liabilities of either party arising hereunder
prior to the date of such termination, or arising thereafter as a
result of such termination; provided, however, that this
provision shall not supersede any abandonment authorization which
may be required.
3.6 (Section 3.6 shall be applicable only for the
transportation of imported natural gas.) Shipper hereby
acknowledges and agrees that either it or its buyer or seller is
the "importer of record" and it will comply with all requirements
for reporting and submitting payment of duties, fees and taxes to
the United States or agencies thereof to be made on imported
natural gas and for making the declaration of entry pursuant to
19 CFR Section 141.19. Shipper agrees to indemnify and hold Transporter
harmless from any and all claims of damage or violation of any
applicable laws, ordinances and statutes which pertain to the
importation of the gas transported hereunder and which require
reporting and/or filing of fees in connection with said import.
ARTICLE IV - TERM
4.1 This Agreement becomes effective the date hereof and
shall remain in effect for a period of fifteen (15) years
commencing on the date Transporter places in service the
facilities necessary to provide the transportation service and
year to year thereafter subject to termination by either party
either at the expiration of the primary term or upon any
anniversary thereafter by giving written notice so stating to the
other party at least twelve (12) months in advance.
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4.2 In the event Shipper desires to terminate this
Agreement at any time prior to or after the in-service date of
the new facilities and there is a party willing to contract for
comparable capacity under terms and conditions acceptable by
Transporter, Transporter will allow Shipper to terminate this
Agreement upon execution of a Transportation Agreement with the
new party.
ARTICLE V - WARRANTY OF ELIGIBILITY FOR TRANSPORTATION
5.1 Any shipper under this Rate Schedule warrants for
itself, its successors and assigns, that all gas delivered to
Transporter for transportation hereunder shall be eligible for
transportation in interstate commerce under applicable rules,
regulations or orders of the FERC. Shipper will indemnify
Transporter and save it harmless from all suits, actions,
damages, costs, losses, expenses (including reasonable attorney
fees) and regulatory proceedings, arising from breach of this
warranty.
ARTICLE VI - NOTICES
6.1 Unless herein provided to the contrary, any notice
called for in this Transportation Agreement shall be in writing
and shall be considered as having been given if delivered
personally, or by mail or telegraph with all postage and charges
prepaid to either Shipper or Transporter at the place designated.
Routine communications shall be considered as duly delivered when
mailed by ordinary mail. Normal operating instructions can be
made by telephone. Unless changed, the addresses of the parties
are as follows:
NORTHWEST PIPELINE CORPORATION
P. O. BOX 58900
SALT LAKE CITY, UTAH 84158-0900
Statements: Attention: T&E Accounting (MS-10496)
Payments: Attention: Cash Control (MS-10491)
Contractual Notices: Attention: Marketing (MS-10361)
Other Notices: Attention: T&E Management (MS-10334)
Notices & Statements: NORTHWEST NATURAL GAS COMPANY
220 N. W. Second Avenue
Portland, Oregon 97209
Attention: Gas Supply Department
ARTICLE VII - OTHER OPERATING PROVISIONS
7.1 Pursuant to Section 5.3 of the General Transportation
Terms and Conditions of Transporter's FERC Gas Tariff, Original
Volume No. 1-A, Shipper shall make payments to Transporter
hereunder by wire transfer of immediately available funds by the
due date set forth herein. Such funds shall be wire transferred
to the First Interstate Bank of Utah located in Salt Lake City,
Utah for Transporter's account No. 02-00986-8.
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ARTICLE VIII - ADJUSTMENTS TO GENERAL TERMS AND CONDITIONS
8.1 Certain of the General Transportation Terms and
Conditions are to be adjusted for the purpose of this Agreement,
as specified below:
None.
ARTICLE IX - CANCELLATION OF PRIOR AGREEMENT(S)
9.1 When this Agreement takes effect, it supersedes,
cancels and terminates the following agreement(s):
None.
ARTICLE X - SUCCESSORS AND ASSIGNS
10.1 This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns. No assignment or transfer by either party hereunder
shall be made without written approval of the other party. Such
approval shall not be unreasonably withheld. As between the
parties hereto, such assignment shall become effective on the
first day of the month following written notice that such
assignment has been effectuated.
IN WITNESS WHEREOF, the parties hereto have executed
this agreement as of the day and year first above set forth.
NORTHWEST NATURAL GAS COMPANY NORTHWEST PIPELINE CORPORATION
(Shipper) (Transporter)
By: /s/ Dwayne L. Foley By: /s/ Tim J. Hausler
----------------------- ------------------------
Title: Vice President, Title: Vice President
Gas Supply & Marketing and
Pipeline Rel. Customer Services
Attest: /s/ C. J. Rue Attest: Karrie L. Hummel
------------------ --------------------
Assistant Secretary
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EXHIBIT "A"
to the
TRANSPORTATION AGREEMENT
DATED June 29, 1990
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
RECEIPT POINTS
Receipt Point Maximum Daily Quantity
- ------------- ----------------------
For Each Receipt Point
----------------------
(MMBtus)
Opal 50,000
TOTAL MDQ MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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EXHIBIT "B"
to the
TRANSPORTATION AGREEMENT
DATED June 29, 1990
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
DELIVERY POINTS
--------------
Delivery Point Maximum Daily Delivery Obligation
- -------------- ---------------------------------
("MDDO")
For Each Delivery Point
-----------------------
(MMBtus)
Deer Island 19,000
Battle Ground 100
Gresham 11,000
Oregon City 2,000
Molalla 1,000
Monitor 600
Mt. Angel 1,000
Marion 100
Jefferson/Scio 200
Albany 5,000
North Eugene 2,500
South Eugene 7,500
TOTAL MDDO MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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AMENDMENT
THIS AMENDMENT is entered into this 1st day of April
1993, by and between NORTHWEST PIPELINE CORPORATION, hereinafter
referred to as "Transporter", and NORTHWEST NATURAL GAS COMPANY,
hereinafter referred to as "Shipper".
RECITALS:
- ---------
A. Transporter and Shipper are parties to that certain Firm
Transportation Agreement (#F-58) dated June 29, 1990,
("Agreement").
B. Shipper made a valid request to change the receipt points
and the delivery points and volumes set forth on Exhibit "A" and
Exhibit "B", respectively. Transporter and Shipper desire to
amend the Agreement to provide for the change of the receipt
points and the delivery points and volumes.
AGREEMENT:
- ----------
NOW THEREFORE, in consideration of the premises and
mutual covenants herein contained, the parties agree as follows:
1. Exhibit "A" of the Agreement shall be deleted in its
entirety and the attached Exhibit "A" to this Amendment shall be
added to and made a part of the Agreement, effective April 1,
1993.
2. Exhibit "B" of the Agreement shall be deleted in its
entirety and the attached Exhibit "B" to this Amendment shall be
added to and made a part of the Agreement, effective April 1,
1993.
3. Except as amended herein, the Agreement shall remain in
full force and effect.
4. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and any successors or assigns of
such parties.
5. This Amendment may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed
two duplicate original copies of this Amendment as of the date
and year first written above.
NORTHWEST PIPELINE CORPORATION
By: /s/ Joe H. Fields
-------------------------
Attorney-In-Fact
ATTEST: NORTHWEST NATURAL GAS COMPANY
By: By: /s/ Randolph S. Friedman
------------------- ------------------------
Title: Title: Manager, Gas Acquisition
-------------- and Pipeline Relations
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EXHIBIT "A"
to the
FIRM TRANSPORTATION AGREEMENT
Dated June 29, 1990
(As Amended Effective April 1, 1993)
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
RECEIPT POINTS
--------------
Receipt Point Maximum Daily Quantity
- ------------- ----------------------
For Each Receipt Point
----------------------
(MMBtus)
Opal 45,000
Redwash 5,000
TOTAL MDQ MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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EXHIBIT "B"
to the
FIRM TRANSPORTATION AGREEMENT
Dated June 29, 1990
(As Amended Effective April 1, 1993)
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
DELIVERY POINTS
---------------
Delivery Point Maximum Daily Delivery Obligation
- -------------- ---------------------------------
("MDDO")
For Each Delivery Point
-----------------------
(MMBtus)
KB Pipeline Meter Station 19,000
Battle Ground 100
Gresham 11,000
Oregon City 2,000
Molalla 1,000
Monitor 600
Mt. Angel 1,000
Marion 100
Jefferson/Scio 200
Albany 5,000
North Eugene 2,500
South Eugene 7,500
TOTAL MDDO MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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AMENDMENT
THIS AMENDMENT is entered into this 2nd day of April
1993, by and between NORTHWEST PIPELINE CORPORATION, hereinafter
referred to as "Transporter", and NORTHWEST NATURAL GAS COMPANY,
hereinafter referred to as "Shipper".
RECITALS:
- ---------
A. Transporter and Shipper are parties to that certain Firm
Transportation Agreement (#F-58) dated June 29, 1990,
("Agreement").
B. Shipper made a valid request to change the receipt points
and volumes set forth on Exhibit "A". Transporter and Shipper
desire to amend the Agreement to provide for the change of the
receipt points and volumes.
AGREEMENT:
- ----------
NOW THEREFORE, in consideration of the premises and
mutual covenants herein contained, the parties agree as follows:
1. Exhibit "A" of the Agreement shall be deleted in its
entirety and the attached Exhibit "A" to this Amendment shall be
added to and made a part of the Agreement, effective April 4,
1993.
2. Except as amended herein, the Agreement shall remain in
full force and effect.
3. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and any successors or assigns of
such parties.
4. This Amendment may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed
two duplicate original copies of this Amendment as of the date
and year first written above.
NORTHWEST PIPELINE CORPORATION
By: /s/ Joe H. Fields
--------------------
Attorney-In-Fact
ATTEST: NORTHWEST NATURAL GAS COMPANY
By: By: /s/ Randolph S. Friedman
-------------------- -------------------------
Title: Title: Manager, Gas Acquisition
--------------- and Pipeline Relations
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EXHIBIT "A"
to the
FIRM TRANSPORTATION AGREEMENT
Dated June 29, 1990
(As Amended Effective April 4, 1993)
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
RECEIPT POINTS
---------------
Receipt Point Maximum Daily Quantity
- ------------- ----------------------
For Each Receipt Point
----------------------
(MMBtus)
Opal 42,800
Redwash 5,000
Barrett 2,200
TOTAL MDQ MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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AMENDMENT
THIS AMENDMENT is entered into this 28th day of April
1993, by and between NORTHWEST PIPELINE CORPORATION, hereinafter
referred to as "Transporter", and NORTHWEST NATURAL GAS COMPANY,
hereinafter referred to as "Shipper".
RECITALS:
- ---------
A. Transporter and Shipper are parties to that certain Firm
Transportation Agreement (#F-58) dated June 29, 1990,
("Agreement").
B. Shipper made a valid request to change the receipt points
and volumes set forth on Exhibit "A". Transporter and Shipper
desire to amend the Agreement to provide for the change of the
receipt point(s) and volume(s).
AGREEMENT:
- ----------
NOW THEREFORE, in consideration of the premises and
mutual covenants herein contained, the parties agree as follows:
1. Exhibit "A" of the Agreement shall be deleted in its
entirety and the attached Exhibit "A" to this Amendment shall be
added to and made a part of the Agreement, effective May 1, 1993.
2. Except as amended herein, the Agreement shall remain in
full force and effect.
3. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and any successors or assigns of
such parties.
4. This Amendment may be executed in any number of
counterparts.
IN WITNESS WHEREOF, the parties hereto have executed
two duplicate original copies of this Amendment as of the date
and year first written above.
NORTHWEST PIPELINE CORPORATION
By: /s/ Joe H. Fields
----------------------
Attorney-In-Fact
ATTEST: NORTHWEST NATURAL GAS COMPANY
By: By: /s/ Randolph S. Friedman
----------------- -------------------------
Title: Title: Manager, Gas Acquisition
------------ and Pipeline Relations
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EXHIBIT "A"
to the
FIRM TRANSPORTATION AGREEMENT
Dated June 29, 1990
(As Amended Effective May 1, 1993)
between
NORTHWEST PIPELINE CORPORATION
and
NORTHWEST NATURAL GAS COMPANY
RECEIPT POINTS
--------------
Receipt Point Maximum Daily Quantity
- ------------- ----------------------
(MMBtus)
Opal 32,800
Redwash 5,000
Barrett 2,200
Green River Gathering 5,000
Dragon Trail 5,000
TOTAL MDQ MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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