Exhibit (10j.(7))
SERVICE AGREEMENT
APPLICABLE TO FIRM TRANSPORTATION SERVICE
UNDER RATE SCHEDULE FS-1
THIS AGREEMENT is made and entered into this 12th day of June,
1991, by and between:
ALBERTA NATURAL GAS COMPANY LTD, a body corporate, having an
office and carrying on business in the City of Calgary, in
the Province of Alberta, (hereinafter referred to as
"Company"),
-and-
NORTHWEST NATURAL GAS COMPANY, a body corporate, having an
office and carrying on business in the City of Portland, in
the State of Oregon (hereinafter referred to as "Shipper")
WHEREAS, Company's Facilities extend from a point of
interconnection with the pipeline facilities of NOVA Corporation
of Alberta at the Alberta-British Columbia border near Coleman,
Alberta, through southeast British Columbia to a point of
interconnection with the pipeline facilities of Pacific Gas
Transmission Company at the international border near Kingsgate,
British Columbia;
AND WHEREAS Company and Foothills Pipe Lines (South B.C.) Ltd.
have entered into an agreement respecting an expansion of their
respective systems ("Expansion") whereby the Company will build,
design and operate the Expansion and own the compression
facilities associated therewith and Foothills Pipe Lines (South
B.C.) Ltd. will own the pipeline sections associated with the
Expansion;
AND WHEREAS to enable the Company to move natural gas through the
Expansion, Company must contract for service with Foothills Pipe
Lines Ltd. and Foothills Pipe Lines Ltd. must in turn contract
for service with Company;
AND WHEREAS, Shipper desires Company, on a firm basis, to
transport certain volumes of natural gas through Company's
Facilities from the Alberta/British Columbia border near Coleman,
Alberta to the British Columbia/U.S. international border near
Kingsgate, British Columbia;
AND WHEREAS, Company is willing to transport certain volumes of
natural gas for Shipper, on a firm basis;
NOW, THEREFORE, the parties agree as follows:
1. This agreement is subject to all valid legislation with
respect to the subject matters hereof, either provincial or
federal, and to all valid present and future decisions, orders,
rules, and regulations of all duly constituted governmental
authorities having jurisdiction.
2. Shipper acknowledges receipt of a current copy of
Company's Gas Transportation Service Documents and Company agrees
to provide Shipper with any amendments thereto.
3. The terms used herein shall have the same meanings as
are ascribed to corresponding terms in the General Terms and
Conditions contained in the Gas Transportation Service Documents.
4. Shipper hereby requests, and Company agrees to provide
Service pursuant to Service Schedule FS-1 in accordance with the
attached Schedule A which is incorporated into and forms part of
this Agreement, such Service to commence on the Service
Availability Date and to terminate, subject to the provisions
hereof, on the Service Termination Date.
5. Shipper agrees to make gas available for Shipper's
share of Company Use Gas, or pay for such gas, pursuant to
Article V of the General Terms and Conditions.
6. Company undertakes to redeliver to Shipper, and Shipper
agrees to accept, at the Delivery Point, a volume of gas
equivalent in heat content to the volume received by Company from
Shipper, at the Receipt Point, after deducting gas volumes, if
any, provided by Shipper for Company Use Gas.
7. In providing service to its existing or new Shippers,
Company will use the priority of service specified in Article XI
of Company's General Terms and Conditions.
8. Prior to the Service Availability Date, Shipper shall
provide Company with all information identified in Company's
Request for Transportation Form.
9. Shipper agrees to pay, during the period commencing
from the Service Availability Date, and in accordance with
Schedule FS-1, the General Terms and Conditions, the Statement of
Effective Rates and Charges and Schedule "A" attached hereto (all
as may be amended from time to time), the rates, tolls and
charges fixed by Company from time to time, in respect of each
month, and portion thereof that this Service Agreement and any
renewal thereof is in effect.
In the event that the Service Availability Date occurs on
any day other than the first day of a month, then the demand
charge payable for such month under section 3.1 of Service
Schedule FS-1 shall be the product resulting from multiplying the
demand charge otherwise payable for such month by a fraction, the
numerator of which shall be the number of days in such month
subsequent to and including the Service Availability Date and the
denominator of which is the total number of days in such month.
10. Shipper covenants that it will make timely arrangements
for upstream and downstream transportation, gas supply and
markets and all necessary governmental authorizations and that it
will advise the upstream and downstream transporters of the
receipt and delivery points under this Agreement.
Shipper acknowledges and agrees with Company that Company is
relying upon the covenant contained in this clause and agrees
that if any such arrangements or authorizations are not in place
prior to the Service Availability Date, such will not affect the
Shipper's obligation to pay any demand charge, surcharge, or any
other amount payable to Company.
11. If Shipper elects to exercise its option to terminate
this Service Agreement as provided for in Clause 9. of Service
Schedule FS-1, it shall execute and serve upon Company a
termination notice not less than twelve months prior to the
Service Termination Date as such date may be extended from time
to time.
12. Shipper agrees not to make demand or bring action
against Company for Company's refusal to transport as hereunder
in the event that any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this agreement provided
that such failure was not directly caused by the negligence of
Company.
13. Every notice, request, demand, statement or bill
provided for by the Service Schedules, the Service Agreements and
the General Terms and Conditions, or any notice which either
Shipper or Company may wish to give to the other, shall be in
writing and shall be directed as follows:
Shipper: Northwest Natural Gas Company
220 N.W. Second Avenue
Portland, Oregon
97209
Attention: Vice President, Operations
Company: ALBERTA NATURAL GAS COMPANY LTD
2400, 425 - First Street S.W.
Calgary, Alberta, Canada
T2P 3L8
Attention: Mr. Ken Peake
Any notice may be given by personal delivery, by telecopier or by
mail and shall be deemed to be given on the day of delivery, if
by personal delivery or by telecopier, and four (4) business days
after mailing if by mail. Any notice may also be given by
telephone followed immediately by telecopier, or other
telecommunication agreed to by both parties, and any notice so
given shall be deemed to be given as of the date of the
confirming telecommunication.
14. The terms and conditions of Service Schedule FS-1 and
the General Terms and Conditions are by this reference
incorporated into and made part of this Service Agreement.
15. A waiver by either party of 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 different character.
16. This agreement may be amended only by an instrument in
writing executed by both parties hereto.
17. Nothing in this agreement shall be deemed to create any
rights or obligations between the parties hereto after the
expiration of the terms hereof as same may be extended from time
to time except that termination of this agreement shall not
relieve either party of the obligation to correct any gas volume
imbalances or of the obligation to pay any amounts due hereunder.
IN WITNESS WHEREOF the parties hereto have caused this
agreement to be executed as of the day and year first written
above.
ALBERTA NATURAL GAS COMPANY LTD
By: /s/ David Sharp
Name: David Sharp
Title: Sr. Vice President
Shipper: NORTHWEST NATURAL GAS COMPANY
BY: /s/ Michael S. McCoy
Name: Michael S. McCoy
Title: Vice President, Operations
Legal Department approved as to
form 5/10/91 by SKA.
SCHEDULE A
to the Firm Service Agreement
Dated June 12, 1991, between
ALBERTA NATURAL GAS COMPANY LTD
AND
NORTHWEST NATURAL GAS COMPANY (Shipper)
1. Receipt Point: Alberta/British Columbia border near
Coleman, Alberta
Minimum Pressure Available 4200 kPa
2. Delivery Point: British Columbia/U.S. international
border near Kingsgate, B.C.
Maximum Pressure Available 5500 kPa
3. Shipper's Haul Distance - Pipeline 170.7 Km
4. Shipper's Haul Distance - Compressor 170.7 Km
5. Maximum Day Delivery Quantity (Winter) 1.3153 106m3/d
(Summer) 0.8477 106m3/d
6. Service Availability Date November 1, 1993
7. Service Terminate Date October 31, 2008
8. Surcharge Amount:
For Special Facilities n/a Dollars/Month
For Other n/a Dollars/Month
Total Surcharge n/a Dollars/Month
SHIPPER COMPANY
NORTHWEST NATURAL GAS COMPANY ALBERTA NATURAL GAS COMPANY LTD
Michael S. McCoy David Sharp
Vice President, Operations Sr. Vice President
Legal Department approved
as to form 5/10/91 by SKA
ex-10.7