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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
CASCADE NATURAL GAS CORPORATION, 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- l; 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-l 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
1.1This 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.
1.2This Agreement is subject to all valid legislation with respect to the
subject matters hereof, either state or federal, and to all valid present
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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. l-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-l of PGT's FERC Gas Tariff First Revised
Volume No. l-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
3.1This Agreement shall become effective November 1, 1993 and shall remain in
full force and effect for a period of thirty (30) years. Thereafter, this
Agreement will continue year to year thereafter, provided however that PGT
or 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 at least twelve (12) months in advance.
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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)
6.1Shipper 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. 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.
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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" CASCADE NATURAL GAS CORPORATION
222 Fairview Avenue North
Seattle, Washington 98109
Attention: Mr. Jan T. Stoltz
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-l 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)
7.7This 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
Stephen P. Reynolds
President & CEO
CASCADE NATURAL GAS CORPORATION
/s/ King Oberg
King Oberg
Title: Vice President, Gas Supply
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EXHIBIT A
To the
FIRM TRANSPORTATION SERVICE AGREEMENT
Date November 1, 1993 between
PACIFIC GAS TRANSMISSION COMPANY
And
CASCADE NATURAL GAS CORPORATION
RECEIPT
Receipt Maximum Received Quantity
Point(s)<F4> (MMBtu/d)<F1>
Interconnection of PGT's system wit the system 31,335
of Alberta Natural Gas Company Ltd. at the
International Boundary in the vicinity of Kingsgate,
British Columbia
DELIVERY
De1ivery Maximum Daily Quantity
Point(s) <F2> <F3> (MMBtu/d)<F5>
Spokane NPC, WA 14,388
Kosmos Farms, OR 200
Stanfield City Tap, OR 192
Madras, OR 1,502
Prineville, OR 1,804
Redmond, OR 2,600
Bend, OR 8,200
Sterns, OR 1,910
LaPine, OR 285
Gilchrist, OR 204
Chemult, OR 50
TOTAL 31,335
<FN>
<F1> The total quantity of gas received by PGT from Shipper at receipt point
shall not exceed 31,335 MMBtu per day plus the quantities of gas to be
furnished by Shipper for fuel nd line loss in accordance with PGT's Rate
Schedule FTS-I and the Statement of Effective Rates and Chrages of PGT's FERC
Gas Tariff First Revised Volume l-A, for service under Rate Schedule FTS-l
<F2> If capacity to delivery points other than Spokane -NPC is not being
utilized, then Cascade at its option, subject to operating conditions on PGT,
may have gas volumes delivered at a secondary delivery point, Stanfield
Exchange, Oregon Demand charges are based on primary delivery point and the
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Kingsgate, British Columbia receipt point Cornmodity charges are applied per
pipeline mile to gas transported by PGT
<F3> Cascade has the right to designate up to 31,335 MMBtu per day of its
Maximum Daily Quantity to delivery points south of Stanfield Exchange,
Oregon.
<F4> 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 rcceipt points as "secondary receipt points" such as
Stanfield, Orrgon, the interconnection of PGT's system with the system of
Northwest Pipeline Corporation.
<F5> Delivery pressure during normal operations on PGT shall be at 425 psig.
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