MASTER TEMPORARY ASSIGNMENT NOTICE
Date:
TransCanada PipeLines Limited
450 – 1st Street S.W.
Calgary, Alberta
T2P 5H1
Attention: Barbara Miles
Re:
Firm Service Transportation Contract(s) between TransCanada PipeLines Limited
(“TransCanada”) and
(Shipper”)
TransCanada and Shipper have entered into one or more gas transportation contracts regarding
firm transportation services on the TransCanada mainline system (each, a “FT Contract”).
Shipper intends to temporarily assign from time to time all or portions of the Contract Demand to
other parties (each such party an “Assignee” and each such assignment, a “Temporary
Assignment”) and requests that TransCanada permit such Temporary Assignments and facilitate
same on the terms and the conditions set out below.
1
Notification to TransCanada
1.1
Shipper will provide TransCanada with notice of a Temporary Assignment
(“Shipper Notification”) by:
a) entering into TransCanada’s electronic Dovetail Application all
required information concerning the requested Temporary
Assignment; or
b) completing and delivering to TransCanada a Request for Temporary
Assignment form, attached hereto as Exhibit “A”.
1.2
2
TransCanada will endeavour to implement any Temporary Assignments as soon
as is reasonably practicable, but shall be under no obligation to do so in less than
two Banking Days from receipt of the Shipper Notification.
Terms and Conditions of the Temporary Assignment
2.1
Shipper represents and warrants that each Temporary Assignment provides that:
a) the Assignee shall be entitled to all rights and shall be subject to all
obligations of Shipper under the applicable FT Contract, as though
the Assignee were Shipper in respect of the applicable Temporary
Assignment, provided however Assignee shall not be entitled to
renew the FT Contract; and
Page 1 of 3
b) Shipper is entitled to terminate the Temporary Assignment by
providing written notice to Assignee and TransCanada; however
Assignee is not entitled to terminate the Temporary Assignment.
2.2
3
Assignor’s Liability
3.1
4
5
Notwithstanding any provisions of the Temporary Assignment Shipper
authorizes TransCanada to treat each Assignee as Shipper in respect of a
Temporary Assignment on the terms and conditions specified in the Shipper
Notification unless and until the effective date of any early termination which is
provided in accordance with section 4.1. For greater certainty, during the term of
a Temporary Assignment, Shipper authorizes TransCanada to, without limitation
and without notice to Shipper, accept nominations from Assignee, invoice
Assignee and accept direction, requests or instruction directly from Assignee in
respect of a Temporary Assignment.
Notwithstanding a Temporary Assignment or any other agreement between
Shipper and Assignee, Shipper agrees and acknowledges that Shipper at all times
shall remain obligated to TransCanada to fully perform and observe the
covenants and obligations of Shipper that are contained in the applicable FT
Contract. For greater certainty, if the Assignee fails to pay TransCanada any
amount due and payable or which may become due and payable or any charges
incurred or which may be incurred pursuant to or as a result of the Temporary
Assignment including but not limited to any charges, costs and expenses related
to Diversions, Alternate Receipts or any gas imbalances, Shipper shall be liable
for and shall pay TransCanada for such amount within 10 Banking Days of
receipt of an invoice from TransCanada.
Early Termination of Temporary Assignment
4.1
Shipper shall provide TransCanada and each Assignee with notice of any early
termination of a Temporary Assignment applicable to such Assignee. Such
notice to TransCanada shall be in the form attached hereto as Exhibit “B”.
4.2
Shipper acknowledges that TransCanada shall endeavour to implement such
early termination as soon as is reasonably practicable but shall be under no
obligation to do in less than 2 Banking Days from receipt of notice of such early
termination.
Renewal of FT Contract
5.1
TransCanada will accept renewals of the FT Contract only from Shipper and not
from the Assignee. All rights and obligations with respect to the renewal of the
FT Contract remain with Shipper
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6
GST/HST
6.1
7
If Assignee requires that no GST or HST, as applicable, be applied to any
transportation charges incurred pursuant to a Temporary Assignment, Assignee
shall, prior to the effective date of the Temporary Assignment, provide
TransCanada with an executed declaration in the form attached hereto as Exhibit
“C”.
Defined Terms
7.1
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the FT Contract.
Yours truly,
_________________________
Shipper
Page 3 of 3
Exhibit “A”
Canadian Mainline Request for Temporary Assignment
Assignor Information:
Assignee Information:
Assignor:
Assignee:
Assignor MNEC:
Assignee MNEC:
Contact Person:
Contact Person:
Telephone:
Telephone:
Fax:
Fax:
TCPL FT
Contract #
Start Date
Of TA
End Date
Of TA
Primary Delivery Point
Assigned
Quantity
(GJ/day)
Received by TCPL ________________________
Fax to TransCanada at (403) 920-2343
Exhibit “B”
Canadian Mainline Request for Early Reversion of Temporary Assignment
Assignor Information:
Assignee Information:
Assignor:
Assignee:
Assignor MNEC
Assignee MNEC
Contact Person:
Contact Person:
Telephone:
Telephone:
Fax:
Fax:
TCPL
Temporary
Assignment Contract
#
Start Date
Of Early Revert
Primary Delivery Point
Reverted
Quantity
(GJ/day)
Received by TCPL ________________________
Fax to TransCanada at (403) 920-2343
Exhibit “C”
DECLARATION
To Zero Rate Goods and Services Tax (“GST”) and Harmonized Sales Tax (“HST”)
as applicable (the (“Declaration”) for all transportation service resulting from
Temporary Assignments
Assignee:
In consideration of TransCanada charging 0% GST or 0% HST on any gas transportation
charges for service resulting from a Temporary Assignment, Assignee hereby represents,
warrants and covenants during the term of the Temporary Assignment, that:
1. All gas under such Temporary Assignment shall be shipped for export to the United
States, unless Assignee indicates otherwise in the Zero Rate GST or HST data element on
its daily nomination, and the gas transportation service to be supplied by TransCanada is
part of a continuous outbound freight movement (within the meaning of Part VII of
Schedule VI to the Excise Tax Act) in respect of the gas. Assignee has arranged to either:
a. Transfer custody of the gas to an American pipeline carrier at the Canada-United
States border, or
b. While the gas is in the custody of TransCanada or another Canadian pipeline
carrier, transfer the gas to the account of another shipper who has undertaken in
writing to transfer custody of the gas to an American pipeline carrier at the
Canada-United States border.
Assignee acknowledges and agrees that TransCanada will charge 0% GST or 0% HST on
any gas transportation charges for gas shipped for export under such Temporary
Assignment including without limitation any unutilized demand charges;
2. Assignee shall be liable to and shall indemnify and hold harmless TransCanada for any
expenses, costs, (including legal costs on a solicitor and his own client basis) taxes,
penalties or interest which may be incurred by or assessed against TransCanada as a
result of this Declaration or TransCanada charging 0% GST or 0% HST on any gas
transportation charges under the Temporary Assignment including without limitation any
unutilized demand charges;
3. If at any time Assignee no longer intends that the gas under a Temporary Assignment is
to be shipped to the United States, Assignee shall immediately provide written notice to
TransCanada of such Temporary Assignment;
4. This Declaration is valid, binding upon and enforceable against the Assignee; and
5. This Declaration is made by the Assignee with full knowledge that TransCanada is
relying on it and Assignee acknowledges and agrees that absent such Declaration,
TransCanada would charge the current applicable GST or HST rate as set by the Canada
Revenue Agency on all gas transportation charges under the Temporary Assignments
including without limitation any unutilized demand charges.
IN WITNESS WHEREOF Declaration is made effective the
day of
, 20
Assignee Signature Block
Per:
________________________________
Per:
________________________________
.