Rate Schedule TF-1 Service Agreement Contract No. 100138 THIS SERVICE AGREEMENT (Agreement) by and between Northwest Pipeline LLC (Transporter) and Northwest Natural Gas Company (Shipper) is made and entered into on June 02, 2020 and restates the Service Agreement made and entered into on September 26, 2017. WHEREAS: - Shipper originally entered into Contract No. 100138 pursuant to the open season procedures for Transporter's Northwest Natural Expansion project.
- Significant events and previous amendments of Contract No. 100138 reflected in the contract restatement include:
1. By Amendment dated March 5, 1996, Shipper's primary term for 102,000 Dth/day of Contract Demand was extended from December 1, 2010, to December 1, 2011, effective April 1, 1996. 2. By Amendment dated March 25, 2004, Shipper's primary delivery point rights were last revised. 3. By a Restatement dated June 21, 2011, the Agreement Primary Term End Date was extended from December 1, 2011, to November 30, 2016 as part of its bid to obtain certain transportation capacity posted by Transporter as available capacity in All Shippers Letter 10-123R that resulted in Service Agreement No. 138587. 4. By a Restatement dated April 16, 2015, the Agreement Primary Term End Date on Exhibit A was extended from November 30, 2016, to October 31, 2020. 5. By restatement effective September 26, 2017, Transporter and Shipper extended the Primary Term End Date on Exhibit A from October 31, 2020, to October 31, 2025. This restatement was executed in conjunction with 1) contract extensions and pressure increases on Agreement Nos. 100005, 139153 and 139154, 2) contract extensions on Agreement Nos. 100308, 100310, 100502, 138065 and 140964 and 3) realignment of MDDOs on Agreement No. 136455. 6. Transporter and Shipper further agree to restate the Agreement to extend the Primary Term End Date on Exhibit A from October 31, 2025, to October 31, 2030 in exchange for the extension of existing segmentation rights on Agreements 141582 and 141583 through October 31,2030 and Agreements 142138 and 143137 through September 30, 2044.
THEREFORE, in consideration of the premises and mutual covenants set forth herein, Transporter and Shipper agree as follows: - 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.
- 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.
- 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.
- 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.
- 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.
- Capacity Release. If Shipper is a temporary capacity release Replacement Shipper, any capacity release conditions, including recall rights, are set forth on Exhibit A.
- 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.
- Regulatory Authorization. Transportation service under this Agreement is authorized pursuant to the Commission regulations set forth on Exhibit A.
- Superseded Agreements. When this Agreement takes effect, it supersedes, cancels and terminates the following agreement(s): Service Agreement dated September 26, 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. | | | Northwest Natural Gas Company | | Northwest Pipeline LLC | By: /S/ | | By: /S/ | Name: RANDOLPH S. FRIEDMAN | | Name: GARY VENZ | Title: SENIOR DIRECTOR, GAS SUPPLY | | Title: Director Commercial Services |
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