ex10-7.htm


Rate Schedule TF-1 Service Agreement


 


Contract No. 100005


 


THIS SERVICE AGREEMENT (Agreement) by and between Northwest Pipeline GP (Transporter) and Northwest Natural Gas Company (Shipper) is made and entered into on June 21, 2011 and restates the Service Agreement made and entered into on February 14, 2007.


WHEREAS:


 



	
A

	
Pursuant to Section 11.4 of the General Terms and Conditions of Transporter's FERC Gas Tariff, Transporter and Shipper desire to restate and amend the Service Agreement dated July 31, 1991 ("Contract #100005") in the format of Northwest's currently effective Form of Service Agreement and to make certain additional non-substantive changes, while preserving all pre-existing, substantive contractual rights.


	
B

	
Significant events and amendments of Contract reflected in the contract restatement include:


 1. Effective November 1, 1992, to conform to the provisions of the approved Joint Offer of Settlement in Docket No. CP92-79, the original Replacement Firm Transportation Agreement dated July 31, 1991, as amended November 1, 1992, superceded and replaced both a firm sales Service Agreement dated May 15, 1989 and a Firm Transportation Agreement dated September 29, 1988 to provide a partial conversion of Shipper's firm sales Contract Demand to Shipper's firm Transportation Contract Demand and to establish unilateral evergreen rights.


 2. By Amendment dated October 4, 1993, the conversion of Shipper's remaining firm sales Contract Demand was implemented, effective November 1, 1993.


 3. By Amendment dated November 1, 1995, Shipper's Contract Demand was reduced by 30,000 Dth/d, from the Sumas Receipt Point to the Kelso/Beaver Delivery Point, due to a partial permanent release to Portland General Electric Company, effective November 1, 1995.


 4. By Amendment dated January 27, 1997, Shipper's primary delivery point rights were revised to allow temporary reallocation of up to 20,000 Dths per day of MDDO from the Northeast Portland Delivery Point to the Portland West/Scapoose Delivery Point, to match nominations to Portland West/Scapoose Delivery Point under Shipper's TF-2 Firm Redelivery Transportation Agreement (contract Z-09, now #100309), effective upon Commission approval of a Portland West/Scapoose design capacity increase, i.e., April 8, 1997.


 5. By Amendment dated October 29, 1998, the Agreement was revised effective November 1, 1998, to incorporate Shipper's obligation in conjunction with a reallocation of 4,938 Dth/d of MDQ from the McKinnon Receipt Point to the Clay Basin Receipt Point to either reverse that reallocation or pay an Additional Facility Charge in the event Transporter initiates an expansion project to reduce displacement in the Clay Basin to Green River corridor.


 6. By Amendment dated January 29, 1999, Shipper's primary delivery point rights were last revised, effective February 1, 1999.


 7. By Amendment dated September 17, 1999, the Agreement was revised effective October 1, 1999, to incorporate a contract specific operational flow obligation due to the realignment of 2,765 Dth/d of MDQs from the Greasewood Receipt Point and 2,354 from the West Douglas Receipt Point to the Clay Basin Receipt Point.


 8. By Amendment dated December 8, 1999, Shipper transferred 1,155 Dth/day in Transportation Contract Demand, along with 589 Dth/day of Sumas Receipt Point MDQ and 566 Dth/day of Opal Receipt Point MDQ to its Service Agreement (#100058), effective December 15, 1999.


 9. By a Restatement dated February 1, 2007, Transporter and Shipper replaced the Piceance Cr. (Quick Cycle) Receipt Point with the Hatch Gulch Receipt Point.


 10. Transporter and Shipper have agreed to amend the Primary Term End Date on Exhibit A from September 30, 2013 to September 30, 2018. Shipper agreed to extend this contract as part of its bid to obtain certain transportation capacity posted by Transporter as available capacity in All Shippers Letter 10-123R, pursuant to the procedures set forth in Section 25 of the General Terms and Conditions of Transporter's FERC Gas Tariff that resulted in Service Agreement #138587.


 













  





  











  








THEREFORE, in consideration of the premises and mutual covenants set forth herein, Transporter and Shipper agree as follows:


 



	
1.  

	
Tariff Incorporation. Rate Schedule TF-1 and the General Terms and Conditions (GT&C) that apply to Rate Schedule TF-1, as such may be revised from time to time in Transporter's FERC Gas Tariff (Tariff), are incorporated by reference as part of this Agreement, except to the extent that any provisions thereof may be modified by non-conforming provisions herein.







 



	
2.  

	
Transportation Service. Subject to the terms and conditions that apply to service under this Agreement, Transporter agrees to receive, transport and deliver natural gas for Shipper, on a firm basis. The Transportation Contract Demand, the Maximum Daily Quantity at each Primary Receipt Point, and the Maximum Daily Delivery Obligation at each Primary Delivery Point are set forth on Exhibit A. If contract-specific OFO parameters are set forth on Exhibit A, whenever Transporter requests during the specified time period, Shipper agrees to flow gas as requested by Transporter, up to the specified volume through the specified transportation corridor.







 



	
3.  

	
Transportation Rates. Shipper agrees to pay Transporter for all services rendered under this Agreement at the rates set forth or referenced herein. Reservation charges apply to the Contract Demand set forth on Exhibit A. The maximum currently effective rates (Recourse Rates) set forth in the Statement of Rates in the Tariff, as revised from time to time, that apply to the Rate Schedule TF-1 customer category identified on Exhibit A, will apply to service hereunder unless and to the extent that discounted Recourse Rates or awarded capacity release rates apply as set forth on Exhibit A or negotiated rates apply as set forth on Exhibit D. Additionally, if applicable under Section 21 of the GT&C, Shipper agrees to pay Transporter a facility reimbursement charge as set forth on Exhibit C.







 



	
4.  

	
Transportation Term. This Agreement becomes effective on the date first set forth above. The primary term begin date for the transportation service hereunder is set forth on Exhibit A. This Agreement will remain in full force and effect through the primary term end date set forth on Exhibit A and, if Exhibit A indicates that an evergreen provision applies,through the established evergreen rollover periods thereafter until terminated in accordance with the notice requirements under the applicable evergreen provision.







 



	
5.  

	
Non-Conforming Provisions. All aspects in which this Agreement deviates from the Tariff, if any, are set forth as non-conforming provisions on Exhibit B. If Exhibit B includes any material non-conforming provisions, Transporter will file the Agreement with the Federal Energy Regulatory Commission (Commission) and the effectiveness of such non-conforming provisions will be subject to the Commission acceptance of Transporter's filing of the non-conforming Agreement.







 



	
6.  

	
Capacity Release. If Shipper is a temporary capacity release Replacement Shipper, any capacity release conditions, including recall rights, are set forth on Exhibit A.







 



	
7.  

	
Exhibit / Addendum to Service Agreement Incorporation. Exhibit A is attached hereto and incorporated as part of this Agreement. If any other Exhibits apply, as noted on Exhibit A to this Agreement, then such Exhibits also are attached hereto and incorporated as part of this Agreement. If an Addendum to Service Agreement has been generated pursuant to Sections 11.5 or 22.12 of the GT&C of the Tariff, it also is attached hereto and incorporated as part of this Agreement.







 


 




  





  











  






 



	
8.  

	
Regulatory Authorization. Transportation service under this Agreement is authorized pursuant to the Commission regulations set forth on Exhibit A.







 



	
9.  

	
Superseded Agreements. When this Agreement takes effect, it supersedes, cancels and terminates the following agreement(s): Restated Firm Transportation Agreement dated February 14, 2007, but the following Amendments and/or Addendum to Service Agreement which have been executed but are not yet effective are not superseded and are added to and become an Amendment and/or Addendum to this agreement: None







 


IN WITNESS WHEREOF, Transporter and Shipper have executed this Agreement as of the date first set forth above.


 



	  	  	  
	
Northwest Natural Gas Company

	  	
Northwest Pipeline GP


	
By: /S/

	  	
By: /S/


	
Name: RANDOLPH S. FRIEDMAN

	  	
Name: JANE F HARRISON


	
Title: DIRECTOR, GAS SUPPLY

	  	
Title: MANAGER NWP MARKETING SERVICES
















  





  











  








EXHIBIT A


Dated and Effective June 21, 2011


to the


Rate Schedule TF-1 Service Agreement


(Contract No. 100005)


between Northwest Pipeline GP


and Northwest Natural Gas Company












SERVICE DETAILS


 



	
1.  

	
Transportation Contract Demand (CD): 214,889 Dth per day







 


 



	
2.  

	
Primary Receipt Point(s):







 



	  	
Point ID

	
Name

	
Maximum Daily Quantities (Dth)

	  	  
	  	
4

	
IGNACIO PLANT

	
26,101

	  	  
	  	
30

	
LISBON RECEIPT

	
2,000

	  	  
	  	
57

	
WEST DOUGLAS

	
2,000

	  	  
	  	
59

	
DRAGON TRAIL

	
5,000

	  	  
	  	
75

	
CLAY BASIN RECEIPT

	
18,829

	  	  
	  	
80

	
GREEN RIVER GATHERING

	
6,033

	  	  
	  	
297

	
SUMAS RECEIPT

	
108,637

	  	  
	  	
401

	
STARR ROAD RECEIPT

	
3,122

	  	  
	  	
541

	
SHUTE CREEK PLANT RECEIPT

	
10,400

	  	  
	  	
543

	
OPAL PLANT

	
20,727

	  	  
	  	
552

	
WESTGAS ARKANSAS

	
9,875

	  	  
	  	
669

	
HATCH GULCH

	
2,165

	  	  
	  	  	
Total

	
214,889

	  	  





 


 




  





  











  







	
3.  

	
Primary Delivery Point(s):







 



	  	
Point ID

	
Name

	
Maximum Daily Delivery Obligation (Dth)

	
Delivery Pressure (psig)

	  
	  	
196

	
PLYMOUTH LNG DELIVERY

	
10

	
150

	  
	  	
202

	
JOHN DAY DAM

	
1,060

	
400

	  
	  	
205

	
KLICKITAT

	
152

	
250

	  
	  	
211

	
CARSON

	
5

	
250

	  
	  	
214

	
NORTH BONNEVILLE

	
5

	
250

	  
	  	
217

	
CAMAS

	
36

	
300

	  
	  	
218

	
NORTH VANCOUVER

	
6,700

	
250

	  
	  	
219

	
BATTLE GROUND

	
10

	
250

	  
	  	
221

	
RIDGEFIELD

	
5

	
250

	  
	  	
222

	
VAN DER SALM

	
5

	
60

	  
	  	
229

	
KELSO/BEAVER

	
27,000

	
450

	  
	  	
237

	
JACKSON PRAIRIE DELIVERY

	
10

	
0

	  
	  	
301

	
WASHOUGAL

	
10

	
300

	  
	  	
303

	
PORTLAND NORTHEAST

	
33,000

	
400

	  
	  	
304

	
GRESHAM

	
7,000

	
150

	  
	  	
307

	
PORTLAND SOUTHEAST

	
40,000

	
400

	  
	  	
309

	
OREGON CITY

	
628

	
165

	  
	  	
312

	
MOLALLA

	
500

	
400

	  
	  	
313

	
MONITOR

	
5

	
150

	  
	  	
314

	
MOUNT ANGEL

	
853

	
150

	  
	  	
315

	
MCMINNVILLE-AMITY

	
15,420

	
400

	  
	  	
319

	
SALEM

	
17,000

	
400

	  
	  	
320

	
TURNER

	
4,462

	
400

	  
	  	
322

	
MARION

	
5

	
150

	  
	  	
324

	
JEFFERSON/SCIO

	
10

	
400

	  
	  	
327

	
ALBANY

	
33,132

	
400

	  
	  	
330

	
BROWNSVILLE/HALSEY

	
3,000

	
400

	  
	  	
332

	
COBURG

	
500

	
400

	  
	  	
334

	
NORTH EUGENE

	
15,000

	
400

	  
	  	
336

	
SOUTH EUGENE

	
2,894

	
400

	  
	  	
339

	
CRESWELL

	
624

	
150

	  
	  	
342

	
COTTAGE GROVE

	
1,840

	
400

	  
	  	
447

	
WHITE SALMON/BINGEN

	
1,340

	
225

	  
	  	
448

	
HOOD RIVER

	
3,169

	
225

	  
	  	
462

	
SOUTH VANCOUVER

	
13,000

	
400

	  
	  	
464

	
SALMON CREEK

	
5,064

	
250

	  
	  	
467

	
PORTLAND WEST/SCAPPOOSE

	
59,950

	
450

	  
	  	
470

	
DEER ISLAND

	
1,000

	
510

	  
	  	
473

	
DALLESPORT

	
2,100

	
150

	  
	  	
474

	
THE DALLES

	
3,062

	
150

	  
	  	  	
Total

	
299,566

	  	  





 


 




  





  











  






Specified conditions for Delivery Pressure, pursuant to Section 2.4 of the General Terms and Conditions: None


 



	
4.  

	
Customer Category:







 



	
a.  

	
Large Customer







 



	
b.  

	
Incremental Expansion Customer: No







 


 



	
5.  

	
Recourse or Discounted Recourse Transportation Rates:







 



	
a.  

	
Reservation Charge (per Dth of CD):







 


Maximum Base Tariff Rate, plus applicable surcharges.


 



	
b.  

	
Volumetric Charge (per Dth):







 


Maximum Base Tariff Rate, plus applicable surcharges


 



	
c.  

	
Additional Facility Reservation Surcharge Pursuant to Section 3.4 of Rate







 


Schedule TF-1 (per Dth of CD):None


 



	
d.  

	
Rate Discount Conditions Consistent with Section 3.5 of Rate Schedule







 


 




  





  











  






TF-1:


 


Not Applicable


 



	
6.  

	
Transportation Term:







 



	
a.  

	
Primary Term Begin Date:







 


November 01, 1992


 



	
b.  

	
Primary Term End Date:







 


September 30, 2018


 



	
c.  

	
Evergreen Provision:







 


Yes, grandfathered unilateral evergreen under Section 12.3 of Rate Schedule TF-1


 



	
7.  

	
Contract-Specific OFO Parameters:







 



	
Time

	
Period

	
Volume (Dth/d)

	
Transmission Corridor

	  
	
11/01/1992 to

	
09/30/2018

	
up to 321

	
WEST DOUGLAS (57)

	
to CLAY BASIN DELIVERY (77)







 



	
8.  

	
Regulatory Authorization: 18 CFR 284.223







 



	
9.  

	
Additional Exhibits:







 



	  	
Exhibit B Yes, dated February 14, 2007


	  	
Exhibit C No


	  	
Exhibit D No


	  	
Exhibit E No











  





  











  











	
EXHIBIT B


Dated and Effective February 14, 2007, subject to Commission acceptance


to the


Rate Schedule TF-1 Service Agreement


(Contract No. 100005)


between Northwest Pipeline GP


and Northwest Natural Gas Company


 


NON-CONFORMING PROVISIONS


1. Primary Receipt Points/Additional Facility Reservation Surcharge


The following provision, as reflected in the October 29, 1998 amendment to contract #100005, was accepted as non-conforming by the Commission on May 5, 1999 in Docket No. GT99-16-000.


In the event Transporter initiates an expansion project designed in part to reduce the volumetric level of southflow displacement required for Transporter to accommodate its aggregate firm northflow transportation commitments through the Clay Basin to Green River corridor, Shipper must either (1) reallocate 4,938 Dth/d of MDQ from the Clay Basin Receipt Point back to the McKinnon Receipt Point if capacity is available at that point, otherwise to a mutually agreeable receipt point north of Green River that has available capacity, or (2) agree to pay an Additional Facility Charge pursuant to Section 3.4 of Rate Schedule TF-1 based on the estimated difference in expansion project cost with and without the reallocation described in option 1. Shipper must execute an amendment reflecting its election of either option 1 or 2 within 30 days after written notification from Transporter.


2. Primary Delivery Points


The following provision, as reflected in the January 27, 1997 amendment to contract #100005, was accepted as non-conforming by the Commission on May 23, 1997 in Docket No. GT97-21-000.


On any day Shipper nominates deliveries to the Portland West Delivery Point on its Z-09 (now 100309) Firm Redelivery Transportation Agreement, the Northeast Portland Delivery Point MDDO shall decrease and the Portland West Delivery Point MDDO shall increase by the lesser of 20,000 MMBtu per day or the volume nominated to the Portland West Delivery Point under Z-09 (now 100309).