Exhibit (10j.(4))
FIRM TRANSPORTATION SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 22nd day of October,
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 interstate
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 the International Boundary
in the vicinity of Kingsgate, British Columbia and/or from
Stanfield, Oregon (receipt points) to various delivery points as
specified in Exhibit A of this Agreement; and
WHEREAS, since July 15, 1981, PGT has provided firm
transportation service to the Northwest Pipeline Corporation
("Northwest") under the terms and conditions of a firm
transportation service agreement between PGT and Northwest and
PGT's Rate Schedule T-1; and
WHEREAS, the Federal Energy Regulatory Commission ("FERC")
has authorized Northwest in Docket No. CP92-79 to, among other
things, convert its gas sales service to Shipper on Northwest's
interstate pipeline transmission system to firm transportation
service; and
WHEREAS, the FERC has authorized PGT in Docket No. G-17350-
012 to assign to Shipper a portion of Northwest's firm
transportation service on PGT formerly provided under Rate
Schedule T-1 and to provide such service to Shipper under Part
284 of the FERC's regulations; and
WHEREAS, Shipper desires to accept said assignment of
Northwest firm transportation services on PGT; and
WHEREAS, PGT is willing to transport certain quantities of
natural gas for Shipper, on a firm basis, utilizing its pipeline
facilities,
NOW, THEREFORE, the parties agree as follows:
I. GOVERNMENTAL AUTHORITY
1.1 This Firm Transportation Service 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.
II. QUANTITY OF GAS
2.1 The Maximum Daily Quantity of gas, as defined in
Paragraph 1 of the Transportation General Terms and Conditions of
PGT's FERC Gas Tariff First Revised Volume No. 1-A, which is the
maximum quantity of gas that PGT is required to deliver for
Shipper's account to Shipper's point(s) of delivery is set forth
in Exhibit A, attached hereto and made a part hereof.
2.2 The maximum quantity of gas which Shipper has a right
to deliver to PGT at Shipper's point(s) of receipt, as identified
in Exhibit A, equals the Maximum Daily Quantity plus an amount
for fuel and line losses as set forth in PGT's Rate Schedule FTS-
1 of PGT's FERC Gas Tariff First Revised Volume No. 1-A.
2.3 PGT's obligation to deliver Shipper's gas from the
Shipper's point(s) of receipt to the Shipper's point(s) of
delivery is limited to the actual quantity of gas received by PGT
for Shipper's account at Shipper's point(s) of receipt less
Shipper's requirement to provide fuel and line losses, as set
forth in PGT's Rate Schedule FTS-1, up to Shipper's Maximum Daily
Quantity.
III. TERMS OF AGREEMENT
3.1 This Agreement shall become effective on November 1,
1993 (Effective Date) and shall continue in full force and
effect until thirty (30) years from the Effective Date (Initial
Term). Thereafter, this Agreement shall continue in effect from
year to year (Subsequent Term), or a longer term if agreed to by
PGT, unless Shipper gives PGT twelve (12) months prior written
notice of Shipper's desire to terminate this Agreement.
3.2 Neither party may terminate this Agreement during the
Initial Term.
IV. POINTS OF RECEIPT AND DELIVERY
4.1 The point(s) of receipt of gas deliveries to PGT
is/are as designated in Exhibit A, attached hereto.
4.2 The point(s) of delivery of gas is/are as designated
in Exhibit A, attached hereto.
4.3 The delivery pressure, actual average atmospheric
pressure, and other pertinent factors applicable to the points of
receipt and delivery are also set forth in Exhibit A.
V. OPERATING PROCEDURES
5.1 Shipper shall conform to all of the operating
procedures set forth in the Transportation General Terms and
Conditions of PGT's FERC Gas Tariff First Revised Volume No.
l-A.
5.2 Shipper shall furnish gas for compressor fuel and line
loss as set forth in PGT's Rate Schedule FTS-l.
VI. RATES(S)
6.1 Shipper shall pay PGT each month all rates applicable
to services rendered pursuant to this Agreement in accordance
with PGT's Rate Schedule FTS-l, or superseding rate schedule(s),
and PGT's current Statement of Effective Rates and Charges in
PGT's FERC Gas Tariff First Revised Volume No. l-A, on file with
and subject to the jurisdiction of the FERC. This Agreement in
all respects shall be and remains subject to the applicable
provisions of PGT's Rate Schedule FTS-1, or superseding rate
schedule(s), and of the Transportation General Terms
and Conditions of PGT's FERC Gas Tariff First Revised Volume No.
l-A on file with the FERC, all of which are by this reference
made a part hereof.
6.2 PGT shall have the right from time to time to propose,
file and cause to be made effective with the FERC such changes in
the rates and charges or service obligations applicable to
transportation services pursuant to this Agreement, the rate
schedule 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 Unless herein provided to the contrary, any notice
called for in this Agreement and/or PGT's Transportation General
Terms and Conditions shall be in writing and shall be considered
as having been given if delivered by facsimile or registered
mail, 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 or facsimile.
Shipper's daily nominations shall be considered as duly delivered
when received by electronic data interchange. 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, Oregon 97209
Attention: Senior Vice President,
Operations
7.3 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 service under PGT's Rate Schedule FTS-1
and this Agreement.
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.
7.5 Nothing in this Agreement shall be deemed to create
any rights or obligations between the parties hereto after the
expiration of the Initial or Subsequent Term(s) set forth herein,
except that expiration 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 to PGT to the
date of expiration.
7.6 Shipper warrants for itself, its successors and
assigns, that it will have at the time of delivery of the gas to
PGT hereunder good title to such gas and that all gas delivered
to PGT for transportation hereunder is eligible for all requested
transportation in interstate commerce under applicable rules,
regulations or orders of the FERC, or other agency having
jurisdiction. Shipper will indemnify PGT and save and hold it
harmless from all suits, action, damages (including reasonable
attorneys' fees) and costs connected with regulatory or legal
proceedings, arising from the breach of this warranty.
VII. MISCELLANEOUS
7.7 This Agreement constitutes the full agreement between
Shipper and PGT and any subsequent changes to this Agreement must
be made in writing by an amendment to this Agreement. This
Agreement may only be amended by an instrument in writing
executed by both parties hereto.
IN WITNESS WHEREOF the parties hereto have caused
this Agreement to be executed as of the day and year first above
written.
PACIFIC TRANSMISSION COMPANY
By: /s/ Stephen P. Reynolds
Name: Stephen P. Reynolds
Title: President & CEO
NORTHWEST NATURAL GAS COMPANY
By: /s/ Dwayne L. Foley
Name: Dwayne L. Foley
Title: Senior Vice President,
Operations
EXHIBIT A
To the
FIRM TRANSPORTATION SERVICE AGREEMENT
Dated Between
PACIFIC GAS TRANSMISSION COMPANY
And
NORTHWEST NATURAL GAS COMPANY
RECEIPT
Receipt Maximum Received Quantity
Point(s) (2) (MMBtu/d) (1)
Interconnection of PGT's system with 3,616
the system of Alberta Natural Gas
Company Ltd. at the International
Boundary in the vicinity of
Kingsgate, British Columbia
DELIVERY
Delivery Maximum Daily Quantity
Points(s) (MMBtu/D)
Spokane NPC, WA 3,616
TOTAL 3,616
[FN]
(1) The total quantity of gas received by PGT from Shipper at
receipt points shall not exceed 3,616 MMBtu per day plus the
quantities of gas to be furnished by Shipper for fuel and
line loss in accordance with PGT's Rate Schedule FTS-1 and
the Statement of Effective Rates and Charges of PGT's FERC
Gas Tariff First Revised Volume 1-A for service under Rate
Schedule FTS-1.
(2) Pursuant to Paragraph 29 of PGT's Transportation General
Terms and Conditions of its FERC Gas Tariff First Revised
Volume No. 1-A, Shipper may designate other receipt points
as "secondary receipt points" such as Stanfield, Oregon, the
interconnection of PGT's system with the system of Northwest
Pipeline Corporation.