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Exhibit 10-E.3
TRANSPORTATION AGREEMENT
(Applicable to Rate Schedule TF-1)
THIS AGREEMENT is made and entered into this 15th day of August, 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.
C. Shipper and Transporter are parties to those certain Facilities
Agreements dated March 25, 1994 which provide for construction of the Machias,
May Valley and North Puyallup meter stations.
D. Transporter and Shipper are parties to an Amendment to Shipper's firm
replacement Transportation Agreement dated July 31, 1991 ("F-09") to reduce the
Transportation Contract Demand by 5,400 MMBtu's/day and reduce the ▇▇▇▇▇▇▇
Plant receipt point volume on Exhibit "A" by 5,400 MMBtu's/day.
E. The parties desire to enter into this firm Transportation Agreement
("Agreement") to provide for the transfer of the 5,400 MMBtu's/day of
Transportation Contract Demand and the ▇▇▇▇▇▇▇ Plant receipt point volumes from
F-09 and provide new MDDO's under Exhibit "B" of the Agreement pursuant to the
construction of the Machias, May Valley and North Puyallup meter stations.
F. By signing and returning this document to Transporter, Shipper has
made a complete written request to Transporter for the transportation service
described herein.
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(s) "A" (and/or "T") herein, transport and deliver to Shipper at the
Delivery Point(s) specified in Exhibit(s) "B" (and/or "T") herein, the
following quantities of natural gas, known as Transportation Contract Demand:
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Up to "--"1/ MMBtu's/day, as Modified by Exhibit "T" hereto 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 as modified by Exhibit "T",
and provided that Transporter's daily obligation to deliver gas to Shipper at
any delivery point under this Agreement shall not exceed the Maximum Daily
Delivery Obligation ("MDDO") set forth on Exhibit "B" of this Agreement as
modified by Exhibit "T". These MDQ and MDDO limitations apply only to primary
point volumes and not to alternate point volumes.
1.2 Fuel gas shall be provided in-kind as specified in Rate
Schedule TF-1 and in the General Terms and Conditions of this Federal Energy
Regulatory Commission ("FERC") Gas Tariff.
1.3 Such transportation shall be on a firm basis.
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-1
Large Customer 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 or 3.5 of Rate Schedule TF-1.)
2.2 This Agreement shall be subject to the provisions of such Rate
Schedule and the General Terms and Conditions applicable thereto (and as they
may be amended by Article VIII of this Agreement) and effective from time to
time, which by this reference are incorporated herein and made a part hereof.
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.
1/ The total Transportation Contract Demand ultimately shall be 5,400
MMBtu's/day; however, such Transportation Contract Demand shall be implemented
in increments of 817 MMBtu's/day (Machias), 1,250 MMBtu's/day (May Valley),
3,333 MMBtu's/day (North Puyallup), with each such increment effective upon the
respective inservice date of the corresponding meter station.
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3.3 Upon termination, this Agreement shall cease to have any
force or offset, 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 September 1, 1994 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 containing the same provisions of
this 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 S 284.221(d)(2)(i) as promulgated by order No. 636 on May
8, 1992.
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 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:
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NORTHWEST PIPELINE CORPORATION
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Statements: Attention: Transmission Accounting
Payments: Attention: Treasury Services
Contractual Notices: Attention: Transportation and
Contract Administration
Other Notices: Attention: Nominations
WASHINGTON NATURAL GAS COMPANY
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (98109)
P. O. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ARTICLE VII - OTHER OPERATING PROVISIONS
7.1 Pursuant to Section 5.3 of the General Transportation Terms
and Conditions, 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 Citibank, N.A. located In New York City,
New York for Transporter's Account No. 3903-7564.
ARTICLE VIII - ADJUSTMENTS TO GENERAL TERMS AND CONDITIONS
8.1 Certain of the General 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 agreement(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
(Shipper) (Transporter)
By: By:
---------------------------- ----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
VP, Gas Supply & Ind. Svcs. Manager, Transportation
and Contract Admin.
Attest:
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Exhibit "A"
to the
TRANSPORTATION AGREEMENT
DATED August 15, 1994
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
RECEIPT POINTS
Primary Maximum Daily
Receipt Point Quantity (MDQ)1/
------------- ----------------
▇▇▇▇▇▇▇ Plant -- *
*The total ▇▇▇▇▇▇▇ Plant receipt point volume ultimately shall be 5,400
MMBtu's/day; however, such ▇▇▇▇▇▇▇ receipt point volume shall be implemented in
increments of 817 MMBtu's/day (Machias), 1,250 MMBtu's/day (May Valley), 3,333
MMBtu's/day (North Puyallup), with each such increment effective upon the
respective inservice date of the corresponding meter station.
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
TRANSPORTATION AGREEMENT
DATED August 15, 1994
between
NORTHWEST PIPELINE CORPORATION
and
WASHINGTON NATURAL GAS COMPANY
DELIVERY POINTS
Maximum Daily
Delivery Obligation
("MDDO")
for each Delivery
Primary Delivery Point Pressure
Delivery Points (MMBtu) (psig)
--------------- ------- ------
Machias 817* 250
May Valley 1,250* 250
North Puyallup 3,333* 250
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TOTAL 5,400
*Effective upon the respective inservice dates of the Machias, May Valley and
North Puyallup meter stations.
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