Rate Schedule TF-1 Service Agreement

Contract No. 122470

 

THIS SERVICE AGREEMENT (Agreement) by and between Northwest Pipeline LLC (Transporter) and Intermountain Gas Company (Shipper) is made and entered into on June 28, 2019 and restates the Service Agreement made and entered into on April 04, 2017.

 

WHEREAS:
  1. Pursuant to the procedures set forth in Section 22 of the General Terms and Conditions of Transporter's FERC Gas Tariff, Shipper acquired certain transportation capacity that was permanently released by IGI Resources, Inc. from contract 100062, effective September 1, 1998.
  2. Significant events and previous amendments of this Agreement include:

     

    1.  By Amendment dated January 28, 2000 and effective February 1, 2000, Transporter and Shipper amended the Agreement to conform with the current Form of Service. 

    2.  By restatement effective December 7, 2007, Transporter and Shipper amended the Agreement to:  

         a. remove the Westvaco delivery point and reallocate 500 Dth/day of MDDOs from the Westvaco delivery point to the Simplot-Westvaco delivery point;

         b.  extend the Primary Term End Date from March 31, 2012 to October 31, 2023;

         c.  make the following delivery point pressure changes in consideration for the contract term extension: 

               1.  Change the pressure at the Caldwell delivery point from 330 psig to 450 psig,

               2.  Change the pressure at the Meridian/Boise delivery point from 390 psig to 450 psig;

         d.  incorporate Exhibit "C" to establish a facilities cost-of-service reimbursement charge for the Nampa meter station.

    3.  By restatement effective March 6, 2012, Transporter and Shipper amended the Agreement to extend the Primary Term End Date from October 31, 2023, to October 31, 2032.

    4.  By restatement effective April 4, 2017, Transporter and Shipper made the following changes:

         a. restated the Agreement in its most current form of service;

         b. added a delivery pressure condition on Exhibit A to reduce the delivery pressure at the Simplot-Westvaco delivery point from 500 psig to 400 psig in exchange for Transporter agreeing to install certain modifications to clarify the custody transfer point; and

         c. updated Exhibit C to incorporate the current true-up procedures reflected in Transporter's last approved rate case settlement (Docket No. RP12-490).

    5.  Transporter and Shipper further agree to restate the Agreement to:

         a. remove the delivery pressure condition on Exhibit A and reduce the delivery pressure at the Simplot-Westvaco delivery point from 500 psig to 400 psig since the modifications referenced in rectial 4 has been completed; and

         b. extend the Primary Term End Date from October 31, 2032, to October 31, 2042 in exchange for the extension of existing segmentation rights through October 31, 2042.

 

 

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 Transportation Contract Demand set forth on Exhibit A. The Maximum Base Tariff 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 or 29 of the GT&C, Shipper agrees to pay Transporter a facilities charge as set forth on Exhibit C.
  4. Transportation Term. This Agreement becomes effective on the effective date set forth on Exhibit A. 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): Service Agreement dated April 04, 2017, 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.
  
Intermountain Gas Company Northwest Pipeline LLC
By: /S/ By: /S/
Name: RANDY SCHULTZ Name: MIKE RASMUSON
Title: AGENT FOR INTERMOUNTAIN GAS CO Title: DIRECTOR, MARKETING SERVICES

 

EXHIBIT A

Dated and Effective June 28, 2019

to the

Rate Schedule TF-1 Service Agreement

(Contract No. 122470)

between Northwest Pipeline LLC

and Intermountain Gas Company

SERVICE DETAILS

  1. Transportation Contract Demand (CD): 7,000 Dth per day
  2. Primary Receipt Point(s):
      Point ID Name Maximum Daily Quantities (Dth)    
      61 NORTH DOUGLAS CREEK 1,300    
      297 SUMAS RECEIPT 4,200    
      543 OPAL PLANT 1,500    
      Total7,000
  3. Primary Delivery Point(s):
      Point ID Name Maximum Daily Delivery Obligation (Dth)   Delivery Pressure (psig)  
      134 ABERDEEN500 150    
      136 DECLO200 150    
      143 HANSEN100 150    
      159 MERIDIAN/BOISE1,700 450    
      161 CALDWELL3,000 450    
      537 SIMPLOT-WESTVACO1,500 400    
      Total7,000  
    Specified conditions for Delivery Pressure, pursuant to Section 2.4 of the General Terms and Conditions: None
  4. Customer Category:
    1. Large Customer
    2. Incremental Expansion Customer: No
  5. Recourse, Discounted Recourse, or Negotiated Rate Transportation Rates:

    (Negotiated Rates are on Exhibit D if attached.)

    1. Reservation Charge (per Dth of CD): Maximum Base Tariff Rate, plus applicable surcharges
    2. Volumetric Charge (per Dth): Maximum Base Tariff Rate, plus applicable surcharges
    3. Additional Facility Reservation Surcharge Pursuant to Section 3.4 of Rate Schedule TF-1 (per Dth of CD): None
    4. Rate Discount Conditions Consistent with Section 3.5 of Rate Schedule TF-1: Not Applicable
    5. Negotiated Rate Conditions Consistent with Section 3.7 of Rate Schedule TF-1: Not Applicable
  6. Transportation Term:
    1. Primary Term Begin Date: September 01, 1998
    2. Primary Term End Date: October 31, 2042

      Specified conditional service agreement extensions pursuant to Section 11.9 of the General Terms and Conditions of the Tariff: None

    3. Evergreen Provision: Yes, standard bi-lateral evergreen under Section 12.2 (a)(iii) and (b)(iii) of Rate Schedule TF-1
  7. Contract-Specific OFO Parameters: None

    Specified contract-specific OFO conditions or alternative actions: None

  8. Regulatory Authorization: 18 CFR 284.223
  9. Additional Exhibits:

    Exhibit B No

    Exhibit C Yes

    Exhibit D No

    Exhibit E No

EXHIBIT C

Dated and Effective 2019-06-28 00:00:00.000

to the

Rate Schedule TF-1 Service Agreement

(Contract No. 122470)

between Northwest Pipeline LLC

and Intermountain Gas Company

INCREMENTAL FACILITIES PAYMENT OBLIGATION

  1. DESCRIPTION OF FACILITIES:

    The facilities contemplated by Section 21 or 29 of the GT&C to provide service under this agreement include the following:

    The construction of new delivery point facilities (Nampa) located near milepost 834.14 on Northwest's mainline; all as set forth in more detail in the Facilities Agreement between Shipper and Transporter, dated February 1, 2007 (the "Facilities Agreement").

  2. RESPONSIBILITY FOR FACILITIES COSTS:

    Pursuant to Section 21 or 29 of the GT&C, Shipper is responsible to pay for the facilities described above and has elected the payment option set forth below.

  3. TERMS AND CONDITIONS OF FACILITIES PAYMENT:

    1. Type of Charge: Monthly-Cost-of-Service Charge .
    2. Charge $27,879.00

      The initial monthly Cost-of-Service charge above will be adjusted and trued up annually to reflect actual costs incurred by Transporter, using the methodology set forth below:

      MONTHLY FACILITY CHARGE ANNUAL TRUE-UP METHODOLOGY 

      Definitions

      The terms below will have the following meanings for purposes of this Exhibit “C”:

      “ Directly Assigned Transmission O&M ” means all transmission costs in the 800 series FERC Accounts as so defined in 18 CFR Part 201, except FERC Accounts 850-852 and 861.

      “ Directly Assigned Transmission O&M Labor ” means only the transmission labor costs in the 800 series FERC Accounts as so defined in 18 CFR Part 201, except FERC Accounts 850-852 and 861.

      “ Directly Assigned Transmission O&M Labor Ratios ” means the ratio of Directly Assigned Transmission O&M Labor of the Interconnect facilities to the total Directly Assigned Transmission O&M Labor of the transmission system.

      “ Indirectly Assigned Transmission O&M ” means all costs in FERC Accounts 850-852 and 861.  

      Administrative and General (“ A&G ”) means all costs in FERC Accounts as so defined in 18 CFR Part 201.

      “ Total O&M ” means all costs in the 800 series FERC Accounts as so defined in 18 CFR Part 201 and A&G.

      “ Total O&M Labor Ratios ” means the ratio of Total O&M labor related costs assigned to the Interconnect facilities to the Total O&M labor related costs assigned to the transmission and storage system.

       “ Transmission Communication Point Ratios ” means the total communication points utilized in the Interconnect facilities to the total communication points utilized in the transmission system.

       “ Transmission & Storage Communication Point Ratios ” means the total communication points utilized in the Interconnect facilities to the total communication points utilized in the transmission and storage system.

       “ Miles of Pipe Ratios ” means the total miles of pipe for the Interconnect facilities to the total miles of pipe for the transmission system.

      Annual Cost-of-Service Components.  

      Operation and Maintenance Expenses ("O&M")

      Directly Assigned Transmission O&M related to the Interconnect facilities is accumulated in a separate project cost center.

      Indirectly Assigned Transmission O&M is allocated using a combination method, which allocates: (1) costs in FERC Accounts 850 and 861 based on Directly Assigned Transmission O&M Labor Ratios, and (2) costs in FERC Accounts 851 and 852 based fifty-percent (50%) on Miles of Pipe Ratios and fifty-percent (50%) on Transmission Communication Point Ratios.

      A&G is allocated in accordance with the FERC approved Kansas-Nebraska methodology.

      If these allocation methods change in any future FERC rate proceeding, then the above costs will be allocated consistent with the methods approved in such rate proceeding.

      Depreciation

      Direct depreciation expense for the gross direct plant for the Interconnect facilities is calculated on a straight-line rate over the 15-year term of the Exhibit C facility charge.

      Indirect depreciation expense includes general and intangible plant depreciation and amortization that is allocated using a combination method, which allocates: (1) the depreciation related to general plant costs in FERC Accounts as so defined in 18 CFR Part 201, except FERC Account 397, based on Total O&M Labor Ratios, and (2) the depreciation and amortization related to intangible plant costs recorded in FERC Accounts as so defined in 18 CFR Part 201, and communication equipment costs in FERC Account 397 based fifty-percent (50%) on Miles of Pipe Ratios and fifty-percent (50%) on Transmission & Storage Communication Point Ratios.

      If these allocation methods change in any future FERC rate proceeding, then the above costs will be allocated consistent with the methods approved in such rate proceeding.

      Net Negative Salvage ("NNS") is calculated using gross direct plant for the Interconnect facilities multiplied by the NNS rate developed for the transmission system. If the NNS rate changes in any future FERC rate proceeding, then the NNS rate will be revised consistent with the NNS rate developed for the transmission system in such rate proceeding or as otherwise specified in such rate proceeding.

      Federal and State Income Taxes

      The federal income tax expense is based on the federal income tax rate in effect for the period of the cost-of-service calculation. The state income tax expense is based on the average weighted state income tax rates in effect for the period of the cost-of-service calculation.

      Taxes Other Than Income Taxes

      Ad Valorem taxes are based on the rate(s) used to determine the taxes paid in the county or counties where the Interconnect facilities are located multiplied by the total average net plant of the Interconnect facilities and the general and intangible plant assigned to the Interconnect facilities.

      Payroll taxes are allocated to the Interconnect facilities based on the Total O&M Labor Ratios.

      Other taxes not mentioned above, such as state franchise taxes and state sales and use taxes, are allocated to the Interconnect facilities based on the appropriate combination method ratios used to allocate indirect depreciation expense discussed above.

      If these principles or allocation methods change in any future FERC rate proceeding, then the above taxes will be allocated consistent with the principles or methods approved in such rate proceeding.

      Return on Rate Base

      Return on Rate Base is calculated by multiplying Rate Base by the Rate of Return.

      Rate of Return

      Return on debt and equity and the applicable capital structure are based upon the last litigated or settled general rate case where the components are stated.

      Rate Base

      Rate Base includes both direct and indirect rate base and is calculated on an annual basis using a 13-month average (12 months of the current calendar year and the last month of the prior calendar year, if available).

      Direct Rate Base equals gross direct plant less accumulated depreciation and accumulated deferred income taxes for the Interconnect facilities.

      Gross direct plant is based upon actual initial capital expenditures for the Interconnect facilities. Any subsequent additional capital expenditures will be added to gross direct plant in the year incurred. To the extent that the gross direct plant has not been fully depreciated prior to the expiration of the Exhibit C to this Agreement, the remaining net book value of the Interconnect facilities, less any related accumulated deferred income taxes, will be included as part of the final cost-of-service true-up calculation.

      Indirect Rate Base equals gross general and intangible plant for the same accounts identified in the indirect depreciation expense discussed above less related accumulated depreciation and accumulated deferred income taxes, plus working capital allocated to the Interconnect facilities. Working capital includes materials and supplies and prepaid expenses.  

      Indirect Rate Base is allocated to the Interconnect facilities based on the same combination method ratios used to allocate indirect depreciation expense discussed above.

      Working Capital is allocated to the Interconnect facilities using the combination method based fifty-percent (50%) on Miles of Pipe Ratios and fifty-percent (50%) on Transmission & Storage Communication Point Ratios . 

      If these allocation methods change in any future FERC rate proceeding, then the indirect Rate Base and working capital will be allocated consistent with the methods approved in such rate proceeding.

      Billing Period

      The Billing Period is the twelve months ending March 31 of each year. The facility charge will be invoiced under this Agreement in equal monthly installments over a twelve-month period, unless a shorter period is applicable at the beginning and/or end of the Term.

      Facility Charge True-up:

      True-up Period

      The "True-up Period" is the immediately preceding calendar year (or partial preceding calendar year if this Agreement was in effect for only a portion of such preceding calendar year). 

      True-up Calculation

      The difference between: (1) the actual cost-of-service calculation for Shipper on the Interconnect facilities during the True-up Period, and (2) the amount billed to Shipper during the True-up Period plus Carrying Costs, as defined below, will be billed or refunded as a lump sum on or before the current calendar year's March invoice. 

      Carrying Costs

      "Carrying Costs" equal the interest computed in conformance with FERC regulations from either (1) the date the overcharge was paid by Shipper through the date the overcharge is refunded by Transporter; or (2) the date the undercharge would have been due to Transporter through the date the undercharge is paid by Shipper. 

      Adjustments for FERC Rate Proceedings

      To the extent that any part of a True-up Period falls within a FERC subject-to-refund period wherein any of the principles or allocation methods described in this Exhibit are subject to change, initial billings will be based on the principles and allocation methods used by Transporter in calculating its subject-to-refund base tariff rates. If the principles or allocation methods finally approved in such rate proceeding differ from those used by Transporter in calculating its subject-to-refund base tariff rates, then the difference between the facility charge previously billed during the subject-to-refund period and the facility charge subsequently calculated using the principles and allocation methods finally approved by FERC in such rate proceeding will be refunded or billed for the applicable billings. Such refund or billing will occur in the next True-up Period and will include Carrying Costs. 

      Audit Rights

      Accounting records and work papers for each True-up Period will be available for audit or review at Transporter’s offices for 180 days after the true-up for each year is invoiced. The True-up will be deemed correct if not challenged by Shipper during that 180-day period.

    3. Term of Charge:15 years, beginning January 18, 2008.
    4. Accelerated Payment:Addressed in accordance with Section 21.7 (a) of the GT&C.