q p 2: transcanada jan i 0i - north baja pipeline, llc · transcanada in business to deliver ......

FiLEDSECRETARY OF THE

CO["Wd3SIOH

2010 JAN I q P 2: 0 I TransCanadaIn business to deliver

FEDERAl. E~;ERr;yREGU~~i~,'i O;-,Y COr·'tli~:SS:·":·:·

January 19,2010

Ms. Kimberly D. Bose, SecretaryFederal Energy Regulatory Commission888 First Street, NEWashington, DC 20426

Re: North Baja Pipeline, LLCNotice of Proposed Changes to FERC Gas TariffDocket No. RPIO-__

Dear Ms. Bose:

North Baja Pipeline, LLC717 Texas Street, Room 25120Houston, TX 77002

John A. RoscherDirector, Rates & Tariffs

tel 832.320.5675fax 832.320.6675email [email protected] www.northbajaplpellne.com

North Baja Pipel ine, LLC ("NBP"), pursuant to Section 4 of the Natural Gas Act and Subpart C of Part154 of the regulations of the Federal Energy Regulatory Commission ("FERC" or "Commission"),submits for filing as part of its FERC Gas Tariff, Original Volume No.1, the tariff sheets listed inAppendix A. NBP is proposing to add to its tariff Forms of Service Agreements for firm andinterruptible transportation provided on the Yuma Lateral Pipeline Project ("Yuma Lateral"), currentlybeing constructed pursuant to a Certificate of Public Convenience and Necessity issued by theCommission on September 2, 2008 ("September 2 Order") in Docket No. CP08-I52-000. I NBPrespectfully requests that the Commission accept these tariff sheets to become effective March 1, 2010.

Correspondence

The names, titles and mailing address of the persons to whom correspondence and communicationsconcerning this filing should be directed are as follows:

* John A. RoscherDirector, Rates and TariffsNorth Baja Pipeline, LLC717 Texas StreetHouston, Texas 77002-2761Tel. (832) 320-5675Fax (832) 320-6675E-mail: [email protected]

* Eva NeufeldAssociate General Counsel,US Pipelines WestNorth Baja Pipeline, LLC717 Texas StreetHouston, Texas 77002-2761Tel. (832) 320-5623E-mail: [email protected]

* Persons designated for official service pursuant to Rule 2010.

I North Baja Pipeline, LLC, 124 FERC' 61,217 (2008).

Statement of Nature. Reasons. and Basis for Proposed Changes

NBP is the U.S. portion of the international North Baja/Gasoducto Bajanorte (40GB") Pipeline Projectbuilt in 2002 to serve gas-fired electric generation facilities in Baja California, Mexico. NBP extendsfrom Ehrenberg, Arizona through southeast California to a point on the international border betweenYuma, Arizona, and Mexicali, North Baja Mexico, where the pipeline interconnects with GB.

On April IS, 2008, in Docket No. CP08-152-000, NBP filed an Abbreviated Application for aCertificate of Public Convenience and Necessity and Presidential Permit, proposing to construct andoperate the U.S Portion of the Yuma Lateral to serve the Yuma, Arizona, market. The September 2Order authorized construction of the facilities. The Yuma Lateral consists of approximately 6.41 milesof pipe within both Mexico and the U.S. extending from the GB mainline near Algodones, Mexico toArizona Public Service Company's ("APS") Yucca Power Plant in Yuma, Arizona. The U.S. portion ofthe Yuma Lateral consists of approximately 3.27 miles of pipeline, all located in Arizona. GB isconstructing the Mexico portion of the Yuma Lateral. The Yuma Lateral was designed to provide theYucca Power Plant with access to gas flowing south down NBP's mainline and access to re-gasifiedLNG from Mexico via GB. NBP filed for and received approval for incremental rate treatment for theYuma Lateral.

Unlike the NBP mainline, which was built in contemplation of deliveries of gas into Mexico, the noncontiguous Yuma Lateral is designed to receive gas that is transported in Mexico by GB. Further, asnoted in NBP's certificate application, NBP is contracting with GB for capacity on GB's portion of theYuma Lateral on behalf of APS. As such, NBP's currently effective Rate Schedule FTS-I and ITS-IForms of Service Agreements require several modifications to reflect these distinctions. Themodifications are summarized as follows:

• Addition of Section 6.5. Section 6.5 is added to provide a fill-in-the-blanks optionregarding Shipper reimbursement of Third Party Charges incurred by NBP fortransportation services incurred on GB, consistent with Section 6.3 ofNBP's General Termsand Conditions of Service.

• Deletion of Section 7.2. Section 7.2 of each of the currently effective FTS-I and ITS-IForms of Service Agreements states that the Shipper warrants that the upstream anddownstream transportation arrangements are in place as of the requested effective date ofservice. This section was deleted for service on the Yuma Lateral because NBP hascontracted for transportation service on the GB (Mexico) portion of the lateral on behalf ofAPS. Furthermore, as gas will be delivered into the Yuma Lateral from GB's mainline inMexico, it is possible that the gas could be purchased from a marketer, and, as such, theShipper may not have control of the upstream contracts and be able to warrant as such.

• Deletion of Section 7.8. Section 7.8 of each of the currently effective FTS-I and ITS-IForms of Service Agreements states that an Agreement will terminate upon the expiration ofany transportation authority which is not superseded by permanent transportation authority.This provision is related to construction of the original NBP project and not is applicable tothe Yuma Lateral.

Motion to Place Tariff Sheets into Effect

NBP, pursuant to Section 154.7(a)(9) of the Commission's regulations, respectfully moves at this timethat the proposed tariff sheets, if approved without addition, modification, or deletion, be placed intoeffect on March 1,2010. Apart from the foregoing, NBP reserves its right under Section I54.7(a) (9) to

2

file a motion to place the proposed revised tariff sheets into effect at the end of any suspension periodordered by the Commission.

Other Filings Which May Affect This Proceeding

Pursuant to the September 2 Order, NBP is required to make a compliance filing 30 to 60 days prior tothe in-service date of the Yuma Lateral. As in-service is projected to occur in early March, 2010, NBPintends to make the compliance filing later this month (January, 2010). As required, in part, by theSeptember 2 Order, NBP must file the associated Yuma Lateral negotiated rate contract or separatenumbered tariff sheets. Because the Yuma Lateral negotiated rate contract is structured consistent withthe revised FTS-l Fonn of Service Agreement reflected in this filing, the compliance filing will bedirectly affected by the Commission's approval this filing.

Material Enclosed

In accordance with Section 154.7(a) (I) of the Commission's Regulations, NBP is submitting thefollowing, including an original and five (5) copies of items 1-3:

1) This transmittal letter;

2) Paper copies of the proposed tariff sheets (Appendix A);

3) A computer diskette containing the required electronic filing infonnation for the abovereferenced filing.

Certificate of Service

As required by Sections 154.7(b) and 154.208 of the Commission's regulations, copies of this filing arebeing served on all ofNBP's existing customers and interested state regulatory agencies. A copy of thisletter, together with the enclosed tariff sheets and other attachments, is available during regular businesshours for public inspection at NBP's principal place of business.

Pursuant to Section 385.2005 and Section 385.2011(c) (5), the undersigned has read this filing andknows its contents, and the contents are true as stated, to the best of his knowledge and belief. Theundersigned possesses full power and authority to sign such filing, and certifies that the paper copiescontain the same infonnation as is contained on the enclosed diskette.

Please confinn receipt of this filing by so indicating on the enclosed copy of this filing and returning itto me in the envelope provided.

Any questions regarding this filing may be directed to Joan Collins at (832) 320-5651.

Respectfully submitted,

0--- A 7?~L_/ <::9~r /Director, Rates and Tariffs

3

APPENDIX A

Original Sheet No. 239Original Sheet No. 240Original Sheet No. 241Original Sheet No. 242Original Sheet No. 243Original Sheet No. 244Original Sheet No. 245Original Sheet No. 246Original Sheet No. 247

Original Sheet No. 248 - 249Original Sheet No. 257Original Sheet No. 258Original Sheet No. 259Original Sheet No. 260Original Sheet No. 261Original Sheet No. 262Original Sheet No. 263Original Sheet No. 264

Original Sheet No. 265 - 269

North Baja Pipeline, LLCFERC Gas TariffOriginal Volume No. 1

Original Sheet No. 239

FORM OF SERVICE AGREEMENT - YUMA LATERAL FIRM TRANSPORTATION

FORM OF SERVICE AGREEMENT

APPLICABLE TO FIRM TRANSPORTATION SERVICEOFFERED BY NORTH BAJA PIPELINE, LLC

UNDER RATE SCHEDULE FTS-1 LATERAL RATE SCHEDULE (LAT-1)

THIS AGREEMENT is made and entered into this day of , 20__ , byand between North Baja Pipeline, LLC, a Delaware Limited Liability Company(hereinafter referred to as "NBP"), and

___________________________________________________ , a (specify corporate entity]

existing under the laws of the State or Province of(hereinafter referred to as "Shipper lf ), on behalf of(hereinafter referred to as ) .

WHEREAS, NBP owns and operates a natural gas pipeline transmission systemwhich extends from a point of interconnection with the pipeline facilities ofEl Paso Natural Gas Company, near Ehrenberg, Arizona, through the states ofArizona and California and terminates at a point of interconnection withGasoducto Bajanorte at the International Boundary with Mexico, west of Yuma,Arizona, as well as certain lateral(s); and

WHEREAS, Shipper desires NBP, on a firm basis, to transport certainquantities of natural gas from to and

WHEREAS, NBP is willing to transport certain quantities of natural gas forShipper, on a firm basis,

NOW, THEREFORE, the parties agree as follows:

IGovernmental Authority

1.1 This Firm Transportation Agreement (lfAgreementlf) is made pursuant to theregulations of the Federal Energy Regulatory Commission (lfFERClf)contained in 18 CFR Part 284, as amended from time to time.

1.2 This Agreement is subject to all valid legislation with respect to thesubject matters hereof, either state or federal, and to all validpresent and future decisions, orders, rules, regulations and ordinancesof all duly constituted governmental authorities having jurisdiction.

(Continued)

Issued by: John A. Roscher, Director, Rates & TariffsIssued on: January 19, 2010 Effective on: March 1, 2010



FORM OF SERVICE AGREEMENT - YUMA LATERAL FIRM TRANSPORTATION (Continued)

1.3 Shipper shall reimburse NBP for any and all filing fees incurred by NBPspecific to Shipper in seeking governmental authorization for theinitiation of any new service or extension, or termination of serviceunder this Agreement and Rate Schedule FTS-1. Shipper shall reimburseNBP for such fees at NBP's designated office within ten (10) days ofreceipt of notice from NBP that such fees are due and payable.Additionally, Shipper shall reimburse NBP for any and all penalty feesor fines assessed NBP caused by the negligence of Shipper in notobtaining all proper domestic and Mexican import/export licenses, suretybonds or any other documents and approvals related to the domesticexportation and subsequent Mexican importation of natural gastransported by NBP hereunder.

IIQuantity of Gas and Priority of Service

2.1 Subject to the terms and provisions of this Agreement and NBP's GeneralTerms and Conditions of Service applicable to Rate Schedule FTS-1, dailyreceipts of gas by NBP from Shipper at the point(s) of receipt shall beequal to daily Deliveries of gas by NBP to Shipper at the point(s) ofdelivery; provided, however, Shipper shall deliver to NBP an additionalquantity of natural gas at the point(s) of receipt as compressor stationfuel, line loss and unaccounted for gas as specified in NBP's FERC GasTariff. Any limitations of the quantities to be received from eachpoint of receipt and/or delivered to each point of delivery shall be asspecified on the Exhibit A attached hereto.

2.2 The maximum quantities of gas to be delivered by NBP for Shipper'saccount at the point(s) of delivery are set forth in Exhibit A.

2.3 In providing service to its existing or new customers, NBP will use thepriorities of service specified in Paragraph 13 of NBP's General Termsand Conditions of Service on file with the FERC.

2.4 Prior to initiation of service, Shipper shall provide NBP with anyinformation required by the FERC, as well as all information identifiedin NBP's General Terms and Conditions of Service applicable to RateSchedule FTS-1.

(Continued)





IIITerm of Agreement

3.1 This Agreement shall become effectivefull force and effect until

__________ , and shall continue in

Thereafter, this Agreement shall continue in full force and effect foran additional term of unless gives at least priorwritten notice of its desire to terminate this Agreement. Under thisevergreen provision, parties capable of giving notice of termination mayinclude only Shipper (unilateral evergreen) or may include both Shipperand NBP (bilateral evergreen).

IVPoints of Receipt and Delivery

4.1 The point(s) of receipt of gas deliveries to NBP is as designated inExhibit A, attached hereto.

4.2 The point(s) of delivery of gas to Shipper is as designated in ExhibitA, attached hereto.

4.3 Unless otherwise agreed, Shipper shall deliver or cause to be deliveredto NBP the gas to be transported hereunder at pressures sufficient todeliver such gas into NBP's system at the point(s) of receipt. Unlessotherwise agreed, NBP shall deliver the gas to be transported hereunderto or for the account of Shipper at the pressures existing in NBP'ssystem at the point(s) of delivery.

VOperating Procedure

5.1 Shipper shall conform to the operating procedures set forth in NBP'sGeneral Terms and Conditions of Service.

5.2 NBP shall have the right to interrupt or curtail the transport of gasfor the account of Shipper pursuant to NBP's General Terms andConditions of Service applicable to Rate Schedule FTS-1.

(Continued)





VIRate(s), Rate Schedule(s),

and General Terms and Conditions of Service

6.1 Shipper shall pay NBP each month for services rendered pursuant to thisAgreement in accordance with NBP's Rate Schedule FTS-1, or supersedingrate schedule(s), on file with and subject to the jurisdiction of FERC.

In the event NBP and Shipper agree on a Negotiated Rate, that rate, andany provisions governing such Negotiated Rate, shall be set forth inExhibit B attached hereto.

6.2 Shipper shall compensate NBP each month for compressor station fuel,line loss and other unaccounted for gas associated with thistransportation service provided herein in accordance with NBP's RateSchedule FTS-1, or superseding rate schedule(s), on file with andsubject to the jurisdiction of FERC.

6.3 This Agreement in all respects shall be and remains subject to theapplicable provisions of Rate Schedule FTS-1, or superseding rateschedule(s) and to the applicable General Terms and Conditions of Serviceof NBP's FERC Gas Tariff on file with the FERC, all of which are by thisreference made a part hereof.

6.4 NBP shall have the unilateral right from time to time to propose and filewith FERC such changes in the rates and charges applicable totransportation services pursuant to this Agreement, the rate schedule(s)under which this service is hereunder provided, or any provisions of NBP'sGeneral Terms and Conditions of Service applicable to such services.Shipper shall have the right to protest any such changes proposed by NBPand to exercise any other rights that Shipper may have with respectthereto. Notwithstanding the foregoing, NBP and Shipper agree not toinitiate any proceeding before the FERC with respect to an increase ordecrease in any negotiated rate set forth in Exhibit B hereto during theprimary term.

6.5 The following provision is /is not applicable to this Agreement:In addition to the rate established for the NBP-Yuma Lateral, inaccordance with Paragraph 6.3 of NBP's General Terms and Conditions,Shipper also agrees to pay any Third Party Charges which may be incurredby NBP for transportation services on the Gasoducto Bajanorte ("GB")Algodones Lateral necessary to provide transportation services on the GBAlgodones Lateral as provided in Exhibit A.

(Continued)





VIIMiscellaneous

7.1 This Agreement shall be interpreted according to the laws of the State ofCalifornia.

7.2 Shipper agrees to indemnify and hold NBP harmless for refusal to transportgas hereunder in the event any upstream or downstream transporter fails toreceive or deliver gas as contemplated by this Agreement consistent withNBP's tariff.

7.3 Unless herein provided to the contrary, any notice called for in thisAgreement shall be in writing and shall be considered as having beengiven if delivered by registered mail with all postage or chargesprepaid, to either NBP or Shipper at the place designated below.Routine communications, including monthly statements and payments, shallbe considered as duly delivered when received by ordinary mail,facsimile or email (return notification received). Unless changed, theaddresses of the parties for legal notices are as follows:

"NORTH BAJA PIPELINE, LLC"717 Texas StreetHouston, TX 77002-2761Attention: Assistant General Counsel

"Shipper"

Attention:

Unless changed, the addresses for the parties for routinecommunications, including monthly statements and payments are asfollows:

"NORTH BAJA PIPELINE, LLC"717 Texas StreetHouston, TX 77002-2761Attention: Commercial Services

"Shipper"

Attention:(Continued)





7.4 All waivers shall be in writing, and such waiver by either party of anyone or more defaults by the other hereunder shall not operate as awaiver of any future default or defaults, whether of a like or of adifferent character.

7.5 This Agreement may only be amended by an instrument in writing executedby both parties hereto. In no event shall this Agreement be modified bycourse of performance, course of dealing or usage of trade.

7.6 Nothing in this Agreement shall be deemed to create any rights orobligations between the parties hereto after the expiration of the termset forth herein, except that termination of this Agreement shall notrelieve either party of the obligation to correct any quantityimbalances or Shipper of the obligation to pay any amounts due hereunderto NBP.

7.7 Exhibit(s) attached hereto is/are incorporated herein by referenceand made a part hereof for all purposes.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to beexecuted as of the day and year first above written.

NORTH BAJA PIPELINE, LLC

By:Name:Title:

SHIPPER

By:Name:Title:





EXHIBIT A

TO THE YUMA LATERAL FIRM TRANSPORTATION SERVICE AGREEMENT

Dated

Between NORTH BAJA PIPELINE, LLC,

and

Terms of Service

Term: years with a Requested Commencement Date of ____,20_

Delivery Point, Receipt Point, Maximum Daily Quantity:

SystemYuma Lateral

DeliveryPoint

ReceiptPoint

Maximum DailyQuantity(Dth/Day)

This Option is__/is not applicable to thisThird Party Charges:Agreement:

NBP has contracted, on behalf of Shipper, for transportation service onthe Gasoducto Bajanorte portion of the Yuma Lateral (also known as GBAlgodones Lateral) which is located in Mexico. NBP agrees to providetransportation service to Shipper from the interconnection of the GBAlgodones Lateral with the GB Mainline in the vicinity of Algodones,Mexico ("Receipt Point") to the US/Mexico Border at Yuma, Arizona in thevicinity of County 10th Street ("Delivery Point"). This service will befor a Maximum Daily Quantity of Dth/Day and a term of __ years.





EXHIBIT C


Dated


and

Capacity Release Offer Number:

Releasing Shipper:Contract Number:

Acquiring Shipper:Contract Number:

Effective Date:Termination Date:Receipt Point:Delivery Point:Maximum Daily Quantity:Rate:Re-Releasable:Recall Quantity:Recall Terms:

Special Terms and Conditions:

1.2.3.

Submitted by:Date:





EXHIBIT R


Dated


and

Capacity Release Offer Number:

Acquiring Shipper:Contract Number:

Releasing Shipper:Contract Number:

Effective Date:Termination Date:Receipt Point:Delivery Point:Maximum Daily Quantity:Rate:Re-Releasable:Recall Quantity:Recall Terms:

Special Terms and Conditions:

l.2.3.

In signing this Exhibit R, you are creating a legally binding contractwith NBP consistent with NBP's form of service agreement under RateSchedule FTS-1 as set forth in NBP's currently effective FERC Gas Tariffand agreeing to the General Terms and Conditions of Service of NBP'sFERC Gas Tariff including, if applicable, NBP's capacity releaseprovisions contained in Paragraph 19 of the General Terms and Conditionsof NBP's FERC Gas Tariff.

SHIPPERBy:Name:Title:Date:



Reserved For Future Use

Sheet Nos. 248 - 249




FORM OF SERVICE AGREEMENT - YUMA LATERAL INTERRUPTIBLE TRANSPORTATION

FORM OF SERVICE AGREEMENT

APPLICABLE TO INTERRUPTIBLE TRANSPORTATION SERVICEOFFERED BY NORTH BAJA PIPELINE, LLC

UNDER RATE SCHEDULE ITS-l LATERAL RATE SCHEDULE (LAT-l)

THIS AGREEMENT is made and entered into this day of , 20 , byand between North Baja Pipeline, LLC, a Delaware Limited Liability Company(hereinafter referred to as "NBP"), and

existing under the laws of the State or(hereinafter referred to as "Shipper"),(hereinafter referred to as

WHEREAS, NBP owns and operates a natural gas pipeline transmission systemwhich extends from a point of interconnection with the pipeline facilities ofEl Paso Natural Gas Company, near Ehrenberg, Arizona, through the states ofArizona and California and terminates at a point of interconnection withGasoducto Bajanorte at the International Boundary with Mexico, west of Yuma,Arizona, as well as certain lateral(s); and

WHEREAS, Shipper desires NBP, on an interruptible basis, to transport certainquantities of natural gas from to ; and

WHEREAS, NSP is willing to transport certain quantities of natural gas forShipper, on an interruptible basis,

NOW, THEREFORE, the parties agree as follows:

I

Governmental Authority

1.1 This Interruptible Transportation Agreement ("Agreement") is madepursuant to the regulations of the Federal Energy Regulatory Commission("FERC") contained in 18 CFR Part 284, as amended from time to time.

1.2 This Agreement is subject to all valid legislation with respect to thesubject matters hereof, either state or federal, and to all validpresent and future decisions, orders, rules, regulations and ordinancesof all duly constituted governmental authorities having jurisdiction.

(Continued)

Issued by: John A. Roscher, Director, Rates & TariffsIssued on: January 19, 2010 Effective on: March I, 2010



FORM OF SERVICE AGREEMENT - YUMA LATERAL INTERRUPTIBLE TRANSPORTATION(Continued)

1.3 Shipper shall reimburse NBP for any and all filing fees incurred by NBPspecific to Shipper in seeking governmental authorization for theinitiation of any new service or extension, or termination of serviceunder this Agreement and Rate Schedule ITS-1. Shipper shall reimburseNBP for such fees at NBP's designated office within ten (10) days ofreceipt of notice from NBP that such fees are due and payable.Additionally, Shipper shall reimburse NBP for any and all penalty feesor fines assessed NBP caused by the negligence of Shipper in notobtaining all proper domestic and Mexican import/export licenses, suretybonds or any other documents and approvals related to the domesticexportation and subsequent Mexican importation of natural gastransported by NBP hereunder.

IIQuantity of Gas and Priority of Service

2.1 Subject to the terms and provisions of this Agreement and NBP's GeneralTerms and Conditions of Service applicable to Rate Schedule ITS-1, dailyreceipts of gas. by NBP from Shipper at the point(s) of receipt shall beequal to daily Deliveries of gas by NBP to Shipper at the point(s) ofdelivery; provided, however, Shipper shall deliver to NBP an additionalquantity of natural gas at the point(s) of receipt as compressor stationfuel, line loss and unaccounted for gas as specified in NBP's FERC GasTariff. Any limitations of the quantities to be received from each pointof receipt and/or delivered to each point of delivery shall be asspecified on the Exhibit A attached hereto. The service under thisAgreement shall be conditioned upon the availability of capacitysufficient to provide the service without detriment or disadvantage tothose customers of NBP that have a higher priority of service.

2.2 The maximum quantities of gas to be delivered by NBP for Shipper'saccount at the point(s) of delivery are set forth in Exhibit A.

2.3 In providing service to its existing or new customers, NBP will use thepriorities of service specified in Paragraph 13 of NBP's General Termsand Conditions of Service on file with the FERC.

2.4 Prior to initiation of service, Shipper shall provide NBP with anyinformation required by the FERC, as well as all information identifiedin NBP's General Terms and Conditions of Service applicable to RateSchedule ITS-1.

(Continued)





IIITerm of Agreement

3.1 This Agreement shall become effectivefull force and effect until

__________ , and shall continue in

Thereafter, this Agreement shall continue in full force and effect foran additional term of unless gives at least priorwritten notice of its desire to terminate this Agreement. Under thisevergreen provision, parties capable of giving notice of termination mayinclude only Shipper (unilateral evergreen) or may include both Shipperand NBP (bilateral evergreen) .

IVPoints of Receipt and Delivery

4.1 The point(s) of receipt of gas deliveries to NBP is as designated inExhibit A, attached hereto.

4.2 The point(s) of delivery of gas to Shipper is as designated in Exhibit A,attached hereto.

4.3 Unless otherwise agreed, Shipper shall deliver or cause to be delivered toNBP the gas to be transported hereunder at pressures sufficient to deliversuch gas into NBP's system at the point(s) of receipt. Unless otherwiseagreed, NBP shall deliver the gas to be transported hereunder to or forthe account of Shipper at the pressures existing in NBP's system at thepoint(s) of delivery.

VOperating Procedure

5.1 Shipper shall conform to the operating procedures set forth in NBP'sGeneral Terms and Conditions of Service.

5.2 NBP shall have the right to interrupt or curtail the transport of gas forthe account of Shipper pursuant to NBP's General Terms and Conditions ofService applicable to Rate Schedule ITS-1.

(Continued)





VIRate(s), Rate Schedule(s),

and General Terms and Conditions of Service

6.1 Shipper shall pay NBP each month for services rendered pursuant to thisAgreement in accordance with NBP's Rate Schedule ITS-1, or supersedingrate schedule(s), on file with and subject to the jurisdiction of FERC.

In the event NBP and Shipper agree on a Negotiated Rate, that rate, andany provisions governing such Negotiated Rate, shall be set forth inExhibit B attached hereto.

6.2 Shipper shall compensate NBP each month for compressor station fuel,line loss and other unaccounted for gas associated with thistr~nsportation service provided herein in accordance with NBP's RateSchedule ITS-1, or superseding rate schedule(s), on file with andsubject to the jurisdiction of FERC.

6.3 This Agreement in all respects shall be and remains subject to theapplicable provisions of Rate Schedule ITS-1, or superseding rateschedule(s) and to the applicable General Terms and Conditions of Serviceof NBP's FERC Gas Tariff on file with the FERC, all of which are by thisreference made a part hereof.

6.4 NBP shall have the unilateral right from time to time to propose andfile with FERC such changes in the rates and charges applicable totransportation services pursuant to this Agreement, the rate schedule(s)under which this service is hereunder provided, or any provisions ofNBP's General Terms and Conditions of Service applicable to suchservices. Shipper shall have the right to protest any such changesproposed by NBP and to exercise any other rights that Shipper may havewith respect thereto. Notwithstanding the foregoing, NBP and Shipperagree not to initiate any proceeding before the FERC with respect to anincrease or decrease in any negotiated rate set forth in Exhibit Bhereto during the primary term.

6.5 The following provision is /is not applicable to this Agreement:In addition to the rate established for the NBP-Yuma Lateral, inaccordance with Paragraph 603 of NBP's General Terms and Conditions,Shipper also agrees to pay any Third Party Charges which may be incurredby NBP for transportation services on the Gasoducto Bajanorte ("GB") Algodones Lateral necessary to provide transportation service on the GBAlgodones Lateral as provided in Exhibit Ao

(Continued)

Issued by: John Ao Roscher, Director, Rates & TariffsIssued on: January 19, 2010 Effective on: March 1, 2010



FORM OF SERVICE AGREEMENT - YUMA LATERAL INTURRUPTIBLE TRANSPORTATION(Continued)

VIIMiscellaneous

7.1 This Agreement shall be interpreted according to the laws of the State ofCalifornia.

7.2 Shipper agrees to indemnify and hold NBP harmless for refusal totransport gas hereunder in the event any upstream or downstreamtransporter fails to receive or deliver gas as contemplated by thisAgreement consistent with NBP's tariff.

7.3 Unless herein provided to the contrary, any notice called for in thisAgreement shall be in writing and shall be considered as having beengiven if delivered by registered mail with all postage or chargesprepaid, to either NBP or Shipper at the place designated below.Routine communications, including monthly statements and payments, shallbe considered as duly delivered when received by ordinary mail,facsimile or email (return notification received). Unless changed, theaddresses of the parties for legal notices are as follows:

"NORTH BAJA PIPELINE, LLC"717 Texas StreetHouston, TX 77002-2761Attention: Assistant General Counsel

"Shipper"

Attention:

(Continued)





Unless changed. the addresses for the parties for routinecommunications, including monthly statements and payments are asfollows:

"NORTH BAJA PIPELINE, LLC"717 Texas StreetHouston, TX 77002-2761Attention: Commercial Services

"Shipper"

Attention:

7.4 All waivers shall be in writing, and such waiver by either party of anyone or more defaults by the other hereunder shall not operate as awaiver of any future default or defaults, whether of a like or of adifferent character.

7.5 This Agreement may only be amended by an instrument in writing executedby both parties hereto. In no event shall this Agreement be modified bycourse of performance, course of dealing or usage of trade.

7.6 Nothing in this Agreement shall be deemed to create any rights orobligations between the parties hereto after the expiration of the termset forth herein, except that termination of this Agreement shall notrelieve either party of the obligation to correct any quantityimbalances or Shipper of the obligation to pay any amounts due hereunderto NBP.

7.7 Exhibit(s) attached hereto is/are incorporated herein by referenceand made a part hereof for all purposes.

(Continued)

Issued by: John A. Roscher, Director, Rates & TariffsIssued on: January 19. 2010 Effective on: March 1, 2010

North Baja Pipeline, LLCFERC Gas Tarifforiginal Volume No. 1


IN WITNESS WHEREOF the parties hereto have caused this Agreement to beexecuted as of the day and year first above written.

NORTH BAJA PIPELINE, LLC

By:Name:Title:

SHIPPER

By:Name:Title:





EXHIBIT A

TO THE YUMA LATERAL INTERRUPTIBLE TRANSPORTATION SERVICE AGREEMENTDated _


and

Terms of Service

Term: years with a Requested Commencement Date of ____,20_

Delivery Point, Receipt Point, Maximum Daily Quantity:

SystemYuma Lateral

DeliveryPoint

ReceiptPoint

Maximum DailyQuantity(Dth/Day)

This Option is__/is not__ applicable to thisThird Party Charges:Agreement:

NBP has contracted, on behalf of Shipper, for transportation service onthe Gasoducto Bajanorte portion of the Yuma Lateral (also known as GBAlgodones Lateral) which is located in Mexico. NBP agrees to providetransportation service to Shipper from the interconnection of the GBAlgodones Lateral with the GB Mainline in the vicinity of Algodones,Mexico ("Receipt Point") to the US/Mexico Border at Yuma, Arizona in thevicinity of County 10th Street ( "Delivery Point"). This service will befor a Maximum Daily Quantity of Dth/Day and a term of __ years.



Reserved For Future Use

Sheet Nos. 265 - 269


q p 2: transcanada jan i 0i - north baja pipeline, llc · transcanada in business to deliver ......

Documents