Exhibit (10j.(2))
FIRM TRANSPORTATION SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 10th day
of November, 1993, by and between
PACIFIC GAS TRANSMISSION COMPANY, a California
corporation (hereinafter referred to as "PGT"),
and
NORTHWEST NATURAL GAS COMPANY, a corporation existing
under the laws of the State of Oregon, (hereinafter referred to
as "Shipper").
WHEREAS, PGT owns and operates a natural gas pipeline
transmission system which extends from a point of interconnection
with the pipeline facilities of Alberta Natural Gas Company Ltd.
(ANG) at the International Boundary near Kingsgate, British
Columbia, through the states of Idaho, Washington and Oregon to a
point of interconnection with Pacific Gas and Electric Company at
the Oregon-California border near Malin, Oregon; and
WHEREAS, Shipper desires PGT, on a firm basis, to
transport certain quantities of natural gas from Kingsgate,
British Columbia and/or from Stanfield, Oregon to various
delivery points as specified in Exhibit "A" of this Agreement;
and
WHEREAS, Shipper has requested PGT to convert 100% of
its Section 7(C) Firm Transportation Service Agreement dated
April 25, 1991 (for service under Rate Schedule T-3) to Part 284
(for service under Rate Schedule FTS-1) in accordance with the
Terms and Conditions of the FERC's Order at Docket No. RS 92-46;
and,
WHEREAS, PGT is willing to transport certain quantities
of natural gas for shipper, on a firm basis,
NOW, THEREFORE, the parties agree as follows:
I
Governmental Authority
1.1 This Firm Transportation Agreement ("Agreement")
is made pursuant to the regulations of the Federal Energy
Regulatory Commission (FERC) contained in 18 CFR Part 284, as
amended from time to time.
1.2 This Agreement is subject to all valid legislation
with respect to the subject matters hereof, either state or
federal, and to all valid present and future decisions, orders,
rules, regulations and ordinances of all duly constituted
governmental authorities having jurisdiction.
I
Governmental Authority
(continued)
1.3 Shipper shall reimburse PGT for any and all filing
fees incurred by PGT in seeking governmental authorization for
the initiation, extension, or termination of service under this
Agreement and Rate Schedule FTS-1. Shipper shall reimburse PGT
for such fees at PGT's designated office within ten (10) days of
receipt of notice from PGT that such fees are due and payable.
Additionally, Shipper shall reimburse PGT for any and all penalty
fees or fines assessed PGT caused by the negligence of Shipper in
not obtaining all proper Canadian and domestic import/export
licenses, surety bonds or any other documents and approvals
related to the Canadian exportation and subsequent domestic
importation of natural gas transported by PGT hereunder.
II
Quantity of Gas and Priority of Service
2.1 Subject to the terms and provision of this
Agreement and PGT's Transportation General Terms and Conditions
contained in PGT's FERC Gas Tariff First Revised Volume No. 1-A
applicable to Rate Schedule FTS-1, daily receipts of gas by PGT
from Shipper at the point(s) of receipt shall be equal to daily
deliveries of gas by PGT to Shipper at the point(s) of delivery;
provided, however, Shipper shall deliver to PGT an additional
quantity of natural gas at the point(s) of receipt as compressor
station fuel, line loss and unaccounted for gas as specified in
the Statement of Rates and Charges of PGT's FERC Gas Tariff First
Revised Volume No. 1-A. Any limitations of the quantities to be
received from each point of receipt and/or delivered to each
point of delivery shall be as specified on the Exhibit A attached
hereto.
2.2 The maximum quantities of gas to be delivered by
PGT for Shipper's account at the point(s) of delivery are set
forth in Exhibit A.
2.3 In providing service to its existing or new
customers, PGT will use the priorities of service specified in
Paragraph 18 of PGT's Transportation General Terms and Conditions
on file with the FERC.
2.4 Prior to initiation of service, Shipper shall
provide PGT with any information required by the FERC, as well as
all information identified in PGT's Transportation General Terms
and Conditions applicable to Rate Schedule FTS-1.
III
Terms of Agreement
3.1 This Agreement shall become effective November 1,
1993, and shall continue in full force and effect until
October 31, 2023. Thereafter, this Agreement shall continue in
effect from year to year unless either party gives twelve (12)
months prior written notice of desire to terminate this
Agreement.
IV
Points of Receipt and Delivery
4.1 The primary point of receipt of gas deliveries to
PGT is as designated in Exhibit A, attached hereto.
4.2 The primary point of delivery of gas to Shipper is
as designated in Exhibit A, attached hereto.
4.3 Shipper shall deliver or cause to be delivered to
PGT the gas to be transported hereunder at pressures sufficient
to deliver such gas into PGT's system at the point(s) of receipt.
PGT shall deliver the gas to be transported hereunder to or for
the account of Shipper at the pressures existing in PGT's system
at the point(s) of delivery.
4.4 Pursuant to Paragraph 29 of PGT's Transportation
General Terms and Conditions, Shipper may designate other receipt
and/or delivery points as secondary receipt or delivery points.
V
Operating Procedure
5.1 Shipper shall conform to the operating procedures
set forth in PGT's Transportation General Terms and Conditions.
5.2 Nothing in Section 5.1 shall compel PGT to
transport gas pursuant to Shipper's request on any given day.
PGT shall have the right to interrupt or curtail the transport of
gas for the account of Shipper pursuant to PGT's Transportation
General Terms and Conditions applicable to Rate Schedule FTS-1.
VI
Rate(s), Rate Schedules, and
General Terms and Conditions of Service
6.1 Shipper shall pay PGT each month for services
rendered pursuant to this Agreement in accordance with PGT's Rate
Schedule FTS-1, or superseding rate schedule(s), on file with and
subject to the jurisdiction of FERC.
6.2 Shipper shall compensate PGT each month for
compressor station fuel, line loss and other unaccounted for gas
associated with this transportation service provided herein in
accordance with PGT's Rate Schedule FTS-1, or superseding rate
schedule(s), on file with and subject to the jurisdiction of the
FERC.
6.3 This Agreement in all respects shall be and
remains subject to the applicable provisions of Rate Schedule
FTS-1, or superseding rate schedule(s) and of the applicable
Transportation General Terms and Conditions of PGT's FERC Gas
Tariff First Revised Volume No. 1-A on file with the FERC, all of
which are by this reference made a part hereof.
6.4 PGT shall have the unilateral right from time to
time to propose and file with FERC such changes in the rates and
charges applicable to transportation services pursuant to this
Agreement, the rate schedule(s) under which this service is
hereunder provided, or any provisions of PGT's Transportation
General Terms and Conditions applicable to such services.
Shipper shall have the right to protest any such changes proposed
by PGT and to exercise any other rights that Shipper may have
with respect thereto.
VII
Miscellaneous
7.1 This Agreement shall be interpreted according to
the laws of the State of California.
7.2 Shipper agrees to indemnify and hold PGT 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.
7.3 Unless herein provided to the contrary, any notice
called for in this Agreement shall be in writing and shall be
considered as having been given if delivered by registered mail
or facsimile with all postage or charges prepaid, to either PGT
or Shipper at the place designated below. Routine
communications, including monthly statements and payment, shall
be considered as duly delivered when received by ordinary mail.
Unless changed, the addresses of the parties are as follows:
"PGT" PACIFIC GAS TRANSMISSION COMPANY
160 Spear Street
Room 1900
San Francisco, California 94105-1570
Attention: President & CEO
"SHIPPER" Northwest Natural Gas Company
220 N. W. Second Avenue
Portland, OR 97209
Attention: Manager, Gas
Acquisition and
Pipeline Relations
7.4 A waiver by either party of any one or more
defaults by the other hereunder shall not operate as a waiver of
any future default or defaults, whether of a like or of a
different character.
VII
Miscellaneous
7.5 This Agreement may only be amended by an
instrument in writing executed by both parties hereto.
7.6 Nothing in this Agreement shall be deemed to
create any rights or obligations between the parties hereto after
the expiration of the term set forth herein, except that
termination of this Agreement shall not relieve either party of
the obligation to correct any quantity imbalances or Shipper of
the obligation to pay any amounts due hereunder to PGT.
7.7 Exhibit(s) A and C attached hereto is/are
incorporated herein by reference and made a part hereof for all
purposes.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
PACIFIC GAS TRANSMISSION COMPANY
By: /s/ Stephen Reynolds
----------------------------
Title: President & CEO
Date: 11/10/93
NORTHWEST NATURAL GAS COMPANY
By: /s/ Dwayne L. Foley
----------------------------
Title: Senior Vice President
Date: 11/3/93
EXHIBIT A
To the
FIRM TRANSPORTATION SERVICE AGREEMENT
Dated Nov. 1, 1993 Between
PACIFIC GAS TRANSMISSION COMPANY
And
NORTHWEST NATURAL GAS COMPANY
Receipt Delivery Maximum Daily Quantity
Point Point (Delivered) MMBtu/d
(Primary) Winter Summer
Kingsgate, BC Stanfield Exchange, 46,549 30,000
OR
EXHIBIT C
To the
FIRM TRANSPORTATION SERVICE AGREEMENT
Dated _______________ Between
PACIFIC GAS TRANSMISSION COMPANY
And
_________________________
Type of Replacement Service:
Replacement Shipper:
Receipt Point:
Delivery Point:
Maximum Daily Quantity:
Commencement of Credit:
Termination of Credit:
Level of Credit: _____ percent of the maximum rate defined as
applicable for service under Rate Schedule
FTS-1
Other Terms and Conditions:
1)
2)
3)