EX-10 3 exh10.txt FIRM SERVICE AGREEMENT EXHIBIT (10) Contract No. FI-2545-B-00 _____________________________________________________________________ FIRM SERVICE AGREEMENT _____________________________________________________________________ BETWEEN WESTCOAST ENERGY INC. AND NORTHWEST NATURAL GAS COMPANY FIRM SERVICE AGREEMENT THIS AGREEMENT made as of the 1st day of April 2003. BETWEEN: WESTCOAST ENERGY INC., a corporation having an office in Vancouver, British Columbia ("Westcoast") - and - NORTHWEST NATURAL GAS COMPANY, a corporation having an office in Portland, Oregon. ("Shipper") WHEREAS Shipper has requested Westcoast to provide it with the firm services described in this Agreement and Westcoast has agreed to provide Shipper with such services in accordance with and subject to the terms and conditions hereinafter set forth; NOW THEREFORE in consideration of the mutual agreements hereinafter contained, the parties hereto agree as follows: ARTICLE 1 TOLL SCHEDULES AND GENERAL TERMS AND CONDITIONS 1.01 The provisions of Westcoast's Toll Schedules for Service and Westcoast's General Terms and Conditions for Service both as filed with the National Energy Board and in effect from time to time in accordance with Part IV of the National Energy Board Act are incorporated herein by reference and constitute part of this Agreement. Unless otherwise defined herein, the terms and expressions used in this Agreement have the same meaning as the corresponding terms and expressions used in Westcoast's Toll Schedules for Service and the General Terms and Conditions. 2 1.02 In and for the purpose of this Agreement: (a) "Schedule A" means Schedule A attached to this Agreement as the same may be amended and in effect from time to time; (b) "Schedule B" means Schedule B attached to this Agreement as the same may be amended and in effect from time to time; and (c) "this Agreement" means this Agreement as the same may be amended and in effect from time to time, and includes Westcoast's Toll Schedules for Service, the General Terms and Conditions, Schedule A and Schedule B. ARTICLE 2 SERVICES 2.01 Subject to the provisions of this Agreement, Westcoast shall provide to Shipper the firm services described in Schedule A on each day during the periods commencing and expiring on the days specified in Schedule A in respect of each such service. ARTICLE 3 TOLLS 3.01 Shipper shall pay Westcoast each month in respect of the firm services described in Schedule A the tolls for such services prescribed in Westcoast's Toll Schedules for Service. ARTICLE 4 RECEIPT AND DELIVERY POINTS 4.01 Shipper shall in respect of the firm services described in Schedule A deliver gas to Westcoast at the Receipt Points and in volumes not exceeding those specified in Schedule A. 4.02 Westcoast shall in respect of the firm services described in Schedule A deliver gas to Shipper at the Delivery Points specified in Schedule A. 3 ARTICLE 5 GENERAL 5.01 Shipper has no pre-emptive or other renewal rights with respect to any of the firm services described in Schedule A for which the notation "No Renewal Rights" is specified under the column "Special Conditions" in Schedule A. ARTICLE 6 ADDRESS FOR DELIVERY 6.01 The address of each of the parties hereto for the purpose of giving any notice in accordance with the General Terms and Conditions is as follows: WESTCOAST: Westcoast Energy Inc. Fifth Avenue Place, East Tower Suite 2600, 425 1st Street SW Calgary, Alberta T2P 2Z1 Telecopier: (403) 699-1998 Attention: Vice President, Marketing Field Services Division SHIPPER: Northwest Natural Gas Company 220 N.W. Second Avenue Portland, Oregon 97209 Telecopier: (503) 220-2421 Attention: Manager, Gas Supply 4 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. WESTCOAST ENERGY INC. ________________________________________________ ________________________________________________ NORTHWEST NATURAL GAS COMPANY ________________________________________________ ________________________________________________ Contract No. Fl-2545-B-00 Entry Date: November 05, 2001 Page: 1(a) SCHEDULE A This Schedule A is attached to and forms part of the Firm Service Agreement dated as of November 05,2001 between Westcoast Energy Inc. and Northwest Natural Gas Company. DESCRIPTION OF FIRM SERVICES
-------------------------------------------------------------------------------------------------------------------- GMS CONTRACT SERVICE SERVICE REF. DEMAND COMMENCE EXPIRY SERVICE SPECIAL SPECIAL NBR FIRM SERVICE 10 3m3 DAY DAY TERM TOLL CONDITIONS -------------------------------------------------------------------------------------------------------------------- Transportation Service - Southern Receipt Point Compressor Station No. 2 Delivery Point Export Delivery Point 1. Residue gas 141.6 NOV-01-2003 OCT-31-2014 OPTB 2003 Tolls - 2. Residue gas 1453.3 NOV-01-2003 OCT-31-2014 OPTB 2003 Tolls -
Contract No. Fl-2545-B-00 Entry Date: November 05, 2001 Page: 1 This Schedule B is attached to and forms part of the Firm Service Agreement dated as of November 05,2001 between Westcoast Energy Inc. and Northwest Natural Gas Company. FIRM RAW GAS TRANSMISSION SERVICE RECEIPT POINTS
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