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SERVICE AGREEMENT
(Firm Redelivery Transportation under Rate Schedule TF-2)
THIS AGREEMENT is entered into this 12th day of January, 1994, by and
between NORTHWEST PIPELINE CORPORATION, hereinafter referred to as
"Transporter", and WASHINGTON NATURAL GAS COMPANY, hereinafter referred to as
"Shipper".
RECITALS:
A. Shipper is a local distribution company for natural gas.
B. Shipper owns certain supplies of natural gas which it desires
Transporter to transport for Shipper's account pursuant to Section 284.223 of
the regulations of the Federal Energy Regulatory Commission ("FERC").
C. Shipper and Transporter are parties to that certain Liquefaction
Storage Gas Service Agreement (LS-1) dated January 12, 1994.
D. Shipper and Transporter desire to enter into this Agreement to conform
to the provisions of the approved Joint Offer of Settlement in Docket No.
RP93-5-011 which unbundled the storage and redelivery transportation services.
E. Shipper and Transporter desire to enter into this Agreement effective
on the date so designated by the FERC.
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 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 70,500 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 ("MDQ") set forth for such receipt point on Exhibit
"A" hereto, and provided that Transporter's daily obligation to deliver gas to
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.
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1.2 The following quantity is Shipper's Annual Contract Quantity:
Up to 241,700 MMBtus
1.3 The following quantity is Shipper's Monthly Billing Quantity:
Up to 662 MMBtus
1.4 Fuel gas shall be provided in-kind as specified in Rate
Schedule TF-2 and in the General Terms and Conditions of Transporter's FERC Gas
Tarrif.
1.5 Such transportation shall be on a firm basis.
1.6 Transporter shall not be obligated on any day to deliver under
Rate Schedule TF-2, a volume of gas to Shipper at any delivery point(s)
described on Exhibit "B" which in conjunction with other firm deliveries by
Transporter to Shipper shall be in excess of the capacity of Transporter's
facilities delivering gas to such point(s) on any such day. The aggregage of
all deliveries made on any such day under Rate Schedule TF-2 at all such
delivery point(s) shall not exceed the Transportation Contract Demand, except
as provided by the delivery provisions in Rate Schedule TF-2.
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-2
as filed with the FERC, and as such rate schedule may be
amended or superseded from time to time.
(b) (Reserved for rate adjustments made pursuant to Section
3.4 of Rate Schedule TF-2.)
ARTICLE III - GOVERNMENTAL REQUIREMENTS
3.1 Shipper shall reimburse Transporter for any and all filing fees
to be incurred by Transporter in seeking governmental authorization for the
initiation, extension or termination of service under this Agreement.
3.2 The transportation service contemplated herein shall be
provided by Transporter pursuant to Section 284.223 of the FERC's regulations.
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3.3 Upon termination, this 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.
3.4 (Section 3.4 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 on the date so designated by
the FERC and shall remain in full force and effect until October 31, 2004 and
year to year thereafter at Shipper's sole option. Shipper may terminate all or
any portion of service under this Agreement either at the expiration of the
primary term, or upon any anniversary thereafter by giving written notice to
Transporter so stating at least twelve (12) months in advance. Shipper also
shall have the sole option to enter into a new Agreement for all or any portion
of the service under this Agreement at or after the end of the primary term of
this Agreement. It is Transporter's and Shipper's intent that this term
provision provide Shipper with a "contractual right to continue such service"
and to provide Transporter with concurrent pregranted abandonment of any volume
that Shipper terminates within the meaning of 18 CFR Section 284.221(d)(2)(i)
as promulgated by Order 636 on May 8, 1992.
ARTICLE V - WARRANT 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.
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ARTICLE VI - NOTICES
6.1 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 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: Transmission Accounting
Payments: Attention: Treasury Services
Contractual Notices: Attention: Transportation and
Contract Administration
Other Notices: Attention: Nominations
Notices & Statements: WASHINGTON NATURAL GAS COMPANY
815 Mercer Street (98109)
P. O. Box 1869
Seattle, Washington 98111
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, Third Revised Volume No. 1,
Shipper shall make payments to Transporter hereunder by wire transfer or check
of immediately available funds by the due date set forth herein. If such funds
are wire transferred, the 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.
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
terminate the following agreement(s):
None
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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.
"SHIPPER" "TRANSPORTER"
WASHINGTON NATURAL GAS COMPANY NORTHWEST PIPELINE CORPORATION
By: /s/ JOHN F. STEFANI By: /s/ JOE H. FIELDS
--------------------------- ---------------------------
Name: Joe H. Fields
------------------------- Attorney-In-Fact
Title: Approved As To Form
------------------------ This Date 1/12/94
---------
By PES
-----------------
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EXHIBIT "A"
to the
SERVICE AGREEMENT
(Firm Redelivery Transportation under Rate Schedule TF-2)
Dated January 12, 1994
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
RECEIPT POINTS
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Primary Maximum Daily
Receipt Points Quantity (MDQ)(1)
- -------------- -----------------
Plymouth LNG Storage Facility 70,500
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(1) The total of the MDQ's must equal total transportation contract demand
as set forth in Section 1.1.
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EXHIBIT "B"
to the
SERVICE AGREEMENT
(Firm Redelivery Transportation under Rate Schedule TF-2)
Dated January 12, 1994
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
DELIVERY POINTS
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Maximum Daily
Delivery Obligation
("MDDO")
for each Delivery
Primary Delivery Point Pressure
Delivery Points (MMBtu) (psig)
- --------------- ------------------- --------
Delivery of natural gas by Transporter to Shipper shall be at or near the
points whose locations are described in Shipper's currently effective Service
Agreement (F-09) dated July 31, 1991 under Rate Schedule TF-1.
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