Exhibit 10j.(17)
SERVICE AGREEMENT APPLICABLE TO
FIRM
TRANSPORTATION
SERVICE
UNDER RATE SCHEDULE
FS-I
THIS AGREEMENT made
and entered into this 1 st day of November, 2004, by and
between:
TransCanada PipeLines Limited, a
body corporate, having an office and carrying on business in the
City of Calgary, in the Province of Alberta, (herein after referred
to as “Company”),
-and-
Northwest Natural Gas Company, a
body corporate, having an office and carrying on business in the
City of Portland, in the State of Oregon, (herein after referred to
as “Shipper”)
WHEREAS, Company’s Facilities
extend from a point of interconnection with the pipeline facilities
of NOVA Gas Transmission Ltd, (NGTL) at the Alberta-British
Columbia border, near the NGTL Coleman delivery point, through
southeast British Columbia to a point of interconnection with the
pipeline facilities of PG&E Gas Transmission, Northwest
Corporation (PG&E GTNW) at the international border near
Kingsgate, British Columbia; and
WHEREAS, Shipper desires Company, on
a firm basis, to transport certain quantities of natural gas
through Company’s Facilities from Alberta/British Columbia
border near Coleman, Alberta to British Columbia/U.S. international
border near Kingsgate, B.C; and
WHEREAS, Company is willing to
transport certain quantities of natural gas for Shipper, on a firm
basis;
NOW, THEREFORE, the parties agree as
follows:
1 This agreement is subject to all
valid legislation with respect to the subject matters hereof,
either provincial or federal, and to all valid present and future
decisions, orders, rules, and regulations of all duly constituted
governmental authorities having jurisdiction
2 Shipper acknowledges receipt of a
current copy of Company’s Gas Transportation Service
Documents (GTSD) and Company agrees to provide Shipper with any
amendments thereto
1 The terms used herein shall have
the same meanings as are ascribed to corresponding terms in the
General Terms and Conditions contained in the GTSD (General Terms
and Conditions).
2 Shipper hereby requests, and
Company agrees to provide Service pursuant to Service Schedule F5-1
in accordance with the attached Schedule A which is incorporated
into and forms part of this Agreement, such Service to commence on
the Service Availability Date and to terminate, subject to the
provisions hereof, on the Service Termination Date.
3 Shipper agrees to make gas
available for Shipper’s share of Company Use Gas, or pay for
such gas, pursuant to Section 8.5 of the General Terms and
Conditions
4 Company undertakes to redeliver to
Shipper, and Shipper agrees to accept, at the Delivery Point, a
quantity of gas equivalent in heat content to the quantity received
by Company from Shipper, expressed in Gigajoules (G/s) , at
the Receipt Point, after deducting a quantity of gas, if any,
provided by Shipper for Company Use Gas.
5 Shipper agrees to make gas
available for Shipper’s share of Company Use Gas, or pay for
such gas, pursuant to Section 8.5 of the General Terms and
Conditions.
6 Company undertakes to redeliver to
Shipper, and Shipper agrees to accept, at the Delivery Point, a
quantity of gas equivalent in heat content to the quantity received
by Company from Shipper, expressed in Gigajoules (GJs), at the
Receipt Point, after deducting a quantity of gas, if any, provided
by Shipper for Company Use Gas.
7 In providing service to its
existing or new Shippers, Company will use the priority of service
specified in Section 8.11 of Company’s General Terms and
Conditions
8 Prior to the Service Availability
Date, Shipper shall provide Company with all information identified
in Company’s Request for Transportation Form
9 Shipper agrees to pay, during the
period commencing from the Service Availability Date, and in
accordance with Schedule FS-I, the General Terms and Conditions,
the Statement of
Effective Rates and Charges and
Schedule “A” attached hereto (all as may be amended
from time to time), the rates, tolls and charges fixed by Company
firm time to time, in respect of each month, and portion thereof
that this Firm Service Agreement and any renewal thereof is in
effect
In the event that the Service
Availability Date occurs on any day other than the first day of a
month, then the demand charge payable for such month under
Sub-section 4 31 of Service Schedule FS-I shall be the product
resulting from multiplying the demand charge otherwise payable for
such month by a fraction, the numerator of which shall be the
number of days in such month subsequent to and including the
Service Availability Date and the denominator of which is the total
number of days in such month
10. Shipper covenants that it will
make timely arrangements for upstream and downstream
transportation, gas supply and markets and all necessary
governmental authorizations and that it will advise the up stream
and downstream transporters of the receipt and delivery points
under this Agreement.
Shipper acknowledges and agrees with
Company that Company is relying upon the covenant contained in this
clause and agrees that if any such arrangements or authorizations
ale not in place prior to the Service Availability Date, such will
not affect the Shipper’s obligation to pay any demand charge,
surcharge, or any other amount payable to Company.
11. If Shipper elects to exercise
its option to terminate this Firm Service Agreement as provided for
in Section 49 of Service Schedule FS-I, it shall execute and
serve upon Company a termination notice not less than 12 months
prior to the Service Termination Date as such date may be extended
from time to time.
12. Shipper agrees not to make
demand or bring action against Company for Company’s refusal
to transport gas hereunder in the event that any upstream or
downstream transporter fails to receive or deliver gas as
contemplated by this agreement provided that such failure was not
directly caused by the negligence of Company.
13. Subject to Section 8.9 of the General
Terms and Conditions of this GTSD, any notice or any request,
demand, statement, bid or bill (for the purpose of this paragraph,
collectively referred to as “Notice”) provided for by
the Service Schedules, the Service Agreements and the General Terms
and Conditions, or any notice which either Shipper or Company may
wish to give to the other, shall be in writing and shall be
directed as follows:
Shipper: Northwest Natural Gas
Company
220 N.W. Second Avenue
Portland, Oregon 97209
Attention: Mr. Randolph S
Friedman
Manager, Gas Supply
E-mail Address:
rsf@nwnatural.com
Company: TransCanada PipeLines
Limited
450-1” Street S W.
Calgary, Alberta, Canada T2P
5Hl
Attention: Leader, Customer
Services
Subject to Section 89 of the
General Terms and Conditions of this GTSD, any notice may be given
by telecopier or other telecommunication and any such
