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FIRM TRANSPORTATION SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of October, 1993, by and
between
PACIFIC GAS TRANSMISSION COMPANY, a California corporation
(hereinafter referred to as "PGT"),
and
WASHINGTON NATURAL GAS COMPANY, a corporation existing under the laws
of the State of Washington (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:
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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 I 8 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 I
of the Transportation General Terms and Conditions of PGT's FERC Gas Tariff
First Revised Volume No. I-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 Tafiff 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. TERM 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.
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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. 1-A.
5.2 Shipper shall furnish gas for compressor fuel and line loss as
set forth in PGT's Rate Schedule FTS-1.
VI. RATE(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-1, 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.
1-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. 1-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.
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VII. MISCELLANEOUS (continued)
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" WASHINGTON NATURAL GAS COMPANY
815 Mercer Street
Seattle, Washington 98109
Attention: [STRICKEN] Mr. Brad Barnds
Vice President, Gas Supply &
Industrial Marketing
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.
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VII. MISCELLANEOUS (Continued)
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 GAS TRANSMISSION COMPANY
By: /s/ STEPHEN P. REYNOLDS
----------------------------
Name: Stephen P. Reynolds
Title: President & CEO
WASHINGTON NATURAL GAS COMPANY
By: /s/ JOHN F. STEFANI
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Name: John F. Stefani
Title: Vice President, Gas Supply &
Industrial Marketing
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EXHIBIT A
To the
FIRM TRANSPORTATION SERVICE AGREEMENT
Dated November 1, 1993 Between
PACIFIC GAS TRANSMISSION COMPANY
And
WASHINGTON NATURAL GAS COMPANY
Maximum Delivered
Receipt Point(1) Delivery Point(2) Quantity (MMBtu/d)(1)
Kingsgate, Spokane, NPC, 77,000
British Columbia(1) Washington
Kingsgate, Stanfield Exchange, 13,392
British Columbia(1) Oregon
Spokane NPC,(1) Stanfield Exchange, 11,608
Washington Oregon
(1) The total quantity of gas received by PGT from Shipper at Kingsgate,
British Columbia shall not exceed 90,392 MMBtu per day plus the
quantities of gas 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 No. 1-A for service under Rate Schedule FTS-1.
(2) Pursuant to Paragraph 29 of PGT's Transportation General Terms and
Conditions of PGT's FERC Gas Tariff First Revised Volume No. 1-A,
Shipper may designate other receipt and delivery points as "secondary
receipt points" such as Stanfield, Oregon, the interconnection of
PGT's system with the system of Northwest Pipeline Corporation.