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2649S
TRANSPORTATION AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of October, 1990,
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 of natural gas.
B. Shipper owns or controls certain supplies of natural gas which
it desires Transporter to transport for Shipper's account pursuant to Part 284
of the regulations of the Federal Energy Regulatory Commission ("FERC").
C. Shipper has made a complete written request to Transporter for
the transportation service described herein on February 10, 1989.
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(s) 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 32,800 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 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.
1.2 Pursuant to Article XIV of the General Transportation Terms
and Conditions applicable to this Agreement, Shipper has elected to furnish
fuel and lost or unaccounted for gas volumes in-kind. Transporter may receive
volumes of gas in excess of the maximum daily quantity set forth in Section 1.1
when necessary to cover such fuel gas reimbursement while making full delivery
of such maximum daily quantity or to cover certain balancing receipts agreed to
by the parties.
1.3 Such transportation shall be on a firm basis.
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3.5 (Section 3.5 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 the date first written above
and shall remain in full force and effect until October 31, 2004 and year to
year thereafter, subject to termination by either party either at the
expiration of the primary term or upon any anniversary thereafter by giving
written notice so stating to the other party at least twelve (12) months in
advance.
ARTICLE V - WARRANTY 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.
ARTICLE VI - NOTICES
6.1 Unless herein provided to the contrary, any notice called for
in this Transportation 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. 0. BOX 58900
SALT LAKE CITY, UTAH 84158-0900
Statements: Attention: T&E Accounting (MS-10496)
Payments: Attention: Cash Control (MS-10491)
Contractual Notices: Attention: Marketing (MS-10361)
Other Notices: Attention: T&E Management (MS-10334)
WASHINGTON NATURAL GAS COMPANY
815 Mercer Street
Seattle, Washington 98109
Attn: John F. Stefani
Vice President Gas Supply &
Industrial Marketing
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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, Original Volume No. 1-A,
Shipper shall make payments to Transporter hereunder by wire transfer of
immediately available funds by the due date set forth herein. Such 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
terminates the following agreements(s):
None.
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.
Washington Natural Gas Company NORTHWEST PIPELINE CORPORATION
- ---------------------------------- (Transporter)
Shipper
By: /s/ JOHN F. STEFANI By: /s/ TIM J. HAUSLER
------------------------------- --------------------------
Name: John F. Stefani Name: Tim J. Hausler
---------------------------- -------------------------
Title: Vice President Gas Supply & Title: Vice President
Industrial Marketing Marketing and Customer Services
/s/ J. Gary Nece Attest: /s/ Karrie L. Hummel
--------------------------- -------------------------------
Attorney-in-Fact Assistant Secretary
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EXHIBIT "A"
to the
TRANSPORTATION AGREEMENT
DATED October 1, 1990
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
RECEIPT POINTS
--------------
Maximum Daily Quantity ("MDQ")
Receipt Point For Each Receipt Point
- ------------- -----------------------------
Sumas 32,800 MMBtu/day
TOTAL MDQ MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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EXHIBIT "B"
to the
TRANSPORTATION AGREEMENT
DATED October 1. 1990
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
DELIVERY POINTS
---------------
Maximum Daily Delivery Obligation
("MDDO")
Delivery Point For Each Delivery Point
- -------------- ---------------------------------
South Seattle 32,800
TOTAL MDDO MUST EQUAL TOTAL TRANSPORTATION CONTRACT DEMAND
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