HomeMy WebLinkAboutNatural Gas Purchase from CenterpointGAS PURCHASE AND SALES AGREEMENT
THIS AGREEMENT, is made and entered as of the 27th day of
October, 2009, between THE CITY OF EVANSTON, an Illinois municipal corporation,
2100 Ridge Avenue, Evanston, Illinois 60201 (hereinafter 'Buyer" or "City"), and
C,erterPornt Energy Services, Inc. a Delaware corporation,
3010 Highland Ave, Suite 525, Downers Grove, IL 60515 (hereinafter "Seller"). Seller and
Buyer are, collectively, "the Parties".
WITNESSETH:
WHEREAS, Buyer is an end user of natural gas and desires to purchase
gas for that purpose;
WHEREAS, Seller has a supply of natural gas which can be sold and
delivered to Buyer;
WHEREAS, Seller and Buyer are desirous of entering into an Agreement
With each other for the sale and purchase of natural gas;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Buyer agrees to purchase natural gas from Seller, and Seller agrees to sell
' natural gas to Buyer, on the terms and conditions hereinafter set forth:
I — TERMS AND CONDITIONS
These Terms and Conditions set forth herein govern and are intended to facilitate
purchase and sale transactions of Gas on a Firm or Interruptible basis. This Agreement
constitutes the entire agreement between the parties and supersedes all previous
written or oral agreements, if any, relative to the subject matter hereof. In no event shall
any proposal or contract form submitted by Seller be part of this Agreement unless
agreed to and signed by both parties and attached and referred to herein as an
Addendum, and in such event, only the portions of such proposal or contract form
consistent with this agreement and other Addenda and Exhibits hereto shall be part
hereof.
11— QUANTITY AND QUALITY
Seller agrees to provide Buyer's requirements for the locations listed in Exhibit C
whether more or less than the usage set forth in Request for Proposals ("RFP")
number jQ=_�J. Buyer shall purchase and receive gas hereunder to satisfy Buyer's
monthly requirements. Seller shall sell and deliver gas to Buyer up to the stated
quantity and Seller shall use its best efforts to sell gas to Buyer in excess thereof, to the
extent that Buyer's gas requirements exceed the stated quantity. If Buyer expects any
significant deviation in its requirements for gas, either during a month or in advance of a
month, Buyer shall notify Seller as soon as possible. Significant deviation as used
herein shall be defined as any variance greater than plus or minus ten percent (t10%)
from the normal usage of that period. Measurement shall be in accordance with the
American Gas Association Gas Measurement Committee Report Number 3 Standards
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as determined by the last transporting pipeline to the Chicago City Gate. The gas
delivered hereunder shall be commercially free from solid or liquid impurities that may
impair its transmission, and shall meet the quality and BTU specifications of the
transporting pipeline(s).
III — POINT OF DELIVERY
All gas to be sold and purchased hereunder shall be delivered to Buyer or
Buyer's designee at the Chicago City Gate receipt point on the Natural Gas Pipeline of
America System (hereinafter "point of delivery"). Title to gas sold and delivered
hereunder shall pass to Buyer at point of delivery. Seller shall be in control and
possession of the gas and responsible for damage or injury caused thereby until same
shall have been delivered to Buyer.
IV — SUPPLY MANAGEMENT SERVICES
iSeller shall monitor Buyer's gas usage, nominate gas for Buyer's account each
month sufficient to provide for Buyer's usage, and adjust daily volumes when
necessary. On a monthly basis, Seller shall provide buyer with written confirmation of
volume nominated and price per the Transaction Confirmation Requirements
listed below.
Buyer shall authorize Seller in writing to have such access to Buyer's LDC (Local
Distribution Company) bills as may be needed for Seller to fulfill its obligations to Buyer
under this Agreement. Buyer shall provide written notifications of any major changes in
plant operation or equipment as soon as possible to Seller. Failure to make such
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notification(s) or to grant billing access will relieve Seller of any responsibility for
j penalties which may be imposed by the LDC, provided these access and notification
conditions have been met. Seller shall perform these acts and have these
responsibilities:
1) Seller shall be responsible for and reimburse Buyer for all balancing or other
I penalties which Buyer may incur; and
2) Seller shall receive Buyer's monthly invoice/statement from LDC and pay the
same on behalf of Buyer.
3) In the event any late charges are incurred from the LDC, Seller agrees to pay
said charge.
4) Seller shall render to Buyer a consolidated monthly statement for gas supply and
Buyer's LDC irivoice/statement along with monthly Seller's invoice.
5) If, for any reason other than force majeure as defined in Section XII, Buyer is
required to purchase additional gas supply over that which was nominated from the
LDC, Seller shall reimburse Buyer for the difference between Seller's gas charge and
Buyer's LDC gas charge. However, gas purchases from any party other than Seller or
Buyer's LDC shall void this provision as to the particular transaction only and relieve
Seller of any and all obligations hereunder.
V. TRANSACTION CONFIRMATIONS
The Parties shall use the following Transaction Confirmation procedure. Should
the Parties come to an agreement regarding a Gas purchase and sale for a particular
Delivery Period, Seller shall, and Buyer may, record that agreement on a Transaction
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Confirmation and communicate such Transaction Confirmation by email to the other
party by 5:00 p.m. Central Time on the date of agreement. Each'party's email address
for purposes of this section is set forth in Section XIII below. The Parties acknowledge
that their agreement will not be binding until the exchange of nonconflicting Transaction
Confirmations or the passage of the Confirm Deadline without objection from the
receiving party, as provided below. ("Confirm Deadline" is to be defined as: 5:00 p.m.
Central Time on the second business day following the day a Transaction Confirmation
is received. If the Transaction Confirmation is time -stamped after 5:00 p.m. Central
Time, it shall be deemed received at the opening of the next Business Day).
If a sending party's Transaction Confirmation is different from the receiving
parry's understanding of the Agreement in price, quantity, or dates, such receiving party
shall notify the sending party via the email addresses designated in the Agreement in
Section XIII, below, by the Confirm Deadline, unless such receiving party has previously
sent a Transaction Confirmation to the sending party. Other means of notification are a
courtesy and are ineffective to meet the email notification requirements of this section.
The failure of the receiving party to so notify the sending party in writing by the Confirm
Deadline constitutes the receiving party's agreement to the terms of the transaction
described in the sending party's Transaction Confirmation. If there are any differences
in price, quantity, or dates between timely sent Transaction Confirmations governing the
same transaction, then neither Transaction Confirmation shall be binding until or unless
such differences are resolved, which resolution may include the use of any evidence
that clearly resolves the differences in the Transaction Confirmations. In the event of a
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conflict between the terms of a binding Transaction Confirmation and this Agreement,
the Transaction Confirmation shall control.
VI — PRICE AND BILLING
Seller shall invoice Buyer for gas delivered and received in the preceding month
and for LDC delivery and account fees, providing supporting documentation as required
by Buyer. Buyer shall remit to the Seller the amount due according to the provisions of
the Illinois Prompt Payment Act and the attached bill cutoff date schedule, Exhibit A.
Seller understands and agrees that Buyer, as a unit of municipal government, requires
prior City Council authorization of vendor payments and accepts City's requirements for
submission of its invoices and schedules. Seller shall provide Buyer with invoices no
later than two (2) days before the cutoff dates. Buyer will submit any invoice received
later than this two (2) -day period to City Council for payment. Seller has familiarized
itself with the bill cutoff dates prior to execution of this Agreement. Seller understands
that Buyer's City Council meets only once per month in August and December. If Seller
fails to submit its, invoices to Buyer in accordance with the requirements of this section,
Seller will not be paid for up to, or more than, six (6) weeks. Such occurrence is not a
breach of this Agreement.
Buyer's bill and cutoff dates are established in relation to its City Council meeting
dates in advance for each calendar year which vary every year. Seller agrees that
Exhibit A will be amended each year with the new billing cutoff dates without the
requirement of a newly executed Agreement. If the actual quantity delivered is not
known by the billing date, billing will be prepared based on the quantity of scheduled
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gas. The invoiced quantity will then be adjusted to the actual quantity on the following
month's billing or as soon thereafter as actual delivery information is available.
Buyer's monthly gas price shall be as set forth in Exhibit B.
If the invoiced party disputes the amount of any such invoice or any part thereof,
such invoiced party will pay such amount as it concedes to be correct; provided,
however, if the invoiced party disputes the amount due, it must provide supporting
documentation acceptable in industry practice to support the amount paid or disputed.
In the event the Parties are unable to resolve such dispute, either party may pursue any
remedy available at law or in equity to enforce its rights pursuant to this section.
All invoices and billings shall be conclusively presumed final and accurate and all
associated claims for under- or overpayments shall be deemed waived unless such
invoices or billings are objected to in writing, with adequate explanation and/or
documentation, within one hundred eighty (180) days after the month of gas delivery.
All retroactive adjustments shall be paid in full by the party owing payment per the .
Illinois Prompt Payment Act and the attached bill cutoff date schedule, Exhibit A.
Vil — TERM
This Agreement shall be in effect through October 31, 2010 unless sooner
terminated
in accordance with
the
provisions hereof.
Transportation
gas shall be
effective
upon award
for
nomination
with delivery
beginning
November 1, 2009. The term of any such renewal(s) shall begin on
November 1, 2010 For any year beyond the initial year, the Agreement is contingent on
the appropriation of sufficient funds by Buyer's City Council. Failure of the City to
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appropriate funds in future Agreement years shall not constitute a breach of this
Agreement.
The applicable provisions of this Agreement shall continue in effect after
termination to the extent necessary to provide for the delivery of gas for which a
Transaction Confirmation was effective prior to expiration of said sixty (60) -day period,
the balancing of gas deliveries, final billing, billing adjustments, and payments and
disposition of outstanding claims.
This Agreement shall immediately terminate any date on which federal or state
statute or regulation renders this Agreement, or the lease of transportation facilities
required to deliver gas hereunder, illegal, null, and void.
The Agreement shall automatically renew from year to year for each additional
year unless terminated by either party, giving the other at least sixty (60) days prior
written notice of the intent to end the Agreement at the end of the term in which. notice is
given. In no event shall this Agreement continue beyond October 31, 2009
On or before the bill cutoff dates in the attached schedule, Exhibit A, following
delivery, Seller shall render to Buyer a consolidated statement showing the volume of
gas delivered to Buyer or Buyer's designee at the delivery point hereunder during the
preceding calendar month and the invoice amount from Buyer's LDC statement. Buyer
shall render payment to Seller according to provisions of Illinois Prompt Payment Act,
by City of Evanston check in United States currency.
PAI
Each party shall have the right at its own expense to examine and audit at a
reasonable time the log books, records, and charts or certifications of the other by an
independent accounting firm to the extent necessary to verify the accuracy of any
statement, charge, meter reading, or other computation made under or pursuant to any
of the provisions of this Agreement, except that a formal audit of accounts shall not be
made more often than once each calendar year. This right to examine, audit, and to
obtain copies shall not be available with respect to proprietary information not directly
relevant to transactions under this Agreement. Any inaccuracy will be promptly
corrected when discovered, provided, however, that neither party shall be required to
maintain books, records, or charts for a period more than five (5) years following the
end of the calendar year to which they are applicable. Neither party shall have any right
to question or contest any charge or credit if the matter is not called to the attention of
the other party in writing within one hundred eighty (180) days after the end of the
calendar year in question.
IX — WARRANTY OF TITLE
Seller hereby warrants unencumbered title to all gas purchased hereunder and
the right to sell the same, and Seller further warrants that all such gas is owned by
Seller free from all liens and adverse claims, including liens to secure payment or
production, taxes, severance taxes, and other taxes levied on Seller or on the gas
delivered hereunder. Seller at all times shall have the obligation to make, or cause to.
make, settlements for all royalties due and payments to Seller's mineral and royalty
owners and to make, or cause to make, settlements with all other persons having
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interest in the gas sold hereunder; and Seller agrees to indemnify and defend Buyer,
and save harmless from all suits, actions, debts, accounts, damages, costs, losses and
expenses arising out of or from adverse claims of any and all persons to title of said gas
or to royalties.
X — INSURANCE AND INDEMNITY
Seller shall comply with the following insurance and indemnity requirements.
! Indemnification of obligations shall survive the ending of this Agreement, regardless of
the reason for ending.
i
A. General:
Seller's insurance shall be from insurance companies having not less than an A
iPolicyholders Rating from the most recent Alfred M. Best and Co., Inc. listing
available. Certification of the insurance company's rating shall be provided prior to
contract implementation and quarterly thereafter until contract completion. Should
such rating fall below the required A level during performance of the contract, it will be
the Seller's responsibility to notify Buyer and provide a new bond from an insurance
company whose rating meets Buyer's requirements.
B. Indemnity:
Seller's insurance company shall insure the following indemnity agreement:
"Seller shall indemnify, protect, and save harmless the City of Evanston, its
agents, consultants, officials and employees, against all injuries, deaths, loss damages,
claims, patent claims, suits, judgments, costs and expenses which may in anywise
accrue against the City in consequence of the granting of this contract or which may in
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anywise result therefrom, whether or not it shall be alleged or determined that the act
was caused through the negligent act or omission of the Seller or his employees, of the
subcontractor or his employees, officers, servants, or agents, if any, or of the City or its
employees, officers, servants, or agents, if any; and the Seller shall, at his own
expense, appear, defend and pay all charges of attorneys and all costs and other
expenses arising therefrom or incurred in connection therewith; and, if any judgments
shall be rendered against the City in any such act, Seller shall, at his own expense,
satisfy and discharge same."
C. Seller's liability insurance:
1. Seller shall not commence work under this contract until it has obtained all
insurance required herein and such insurance has been approved by Buyer's Director of
Safety and Risk Management. Nor shall Seller allow any subcontractor to commence
work until all similar insurance required of the subcontractor has been so obtained.
2. The City of Evanston shall be named as an additional insured on the policy of the
Seller for whatever the policy limits are for the Seller, but in no event shall the
Comprehensive General Liability limits be less than three million dollars
($3,000.000.00).
3. If Seller has more than one project for which she/she/it has a contract with the
City of Evanston, there shall be separate Certificates of Insurance naming the City as
an additional insured on each separate policy.
4. In the event of accidents, injuries, or unusual events; whether or not any injury
occurred, the Seller shall promptly furnish Buyer's SafetylRisk Management Director
with copies of all reports of such incidents.
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5. Seller shall furnish one (1) copy of a certificate, with the City named as an
additional insured, showing the following minimum coverage with an insurance
company acceptable to Buyer's Director Safety/Risk Management.
6. Seller's certificate of insurance must provide that it will not be canceled or
reduced without thirty (30) days notice to the City.
7. Seller's certificate of insurance must set forth the name, title, and telephone
number of the insurer's contact for this policy.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
Thirty (30) days notice of cancellation required
on all certificates
CONSEQUENT DEATH BODILY INJURY AND
PROPERTY DAMAGE
Each occurrence Aggregate
Commercial General Liability including: $ 3,000,000 $ 3,000,000
1. Comprehensive Form
2. Premises —Operations
3. Explosion and Collapse Hazard
0. Underground Hazard
S. Products/Completed Operations Hazard
S. Contractual Insurance —with an THE INSURANCE CERTIFICATE MUST STATE THAT
endorsement on the face of the certificate THE CITY OF EVANSTON IS NAMED AS
that it includes the "Indemnity" paragraph of ADDITIONAL INSURED
the specifications.
T. Broad Form Property Damage —
construction projects only.
8. Independent Contractors
9. Personal Injury
Automobile Liability —owned, non -owned, or $ 500,000 $ 1,000,000
rented.
Workmen's Compensation and Occupational As required by applicable
Diseases laws
Employer's Liability $ 500,000
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X1 — TAXES
Seller shall pay any excise, severance, production, occupation, and other taxes
of like nature levied in respect to the gas and handling thereof prior to the delivery to
Buyer. Buyer shall pay or cause to be paid all taxes and assessments with respect to
the sale, delivery, and consumption of gas imposed directly upon Buyer or which Seller
may be required by law to collect from a tax-exempt Buyer with respect to gas delivered
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hereunder, after its receipt by Buyer. Seller shall not pass through to Buyer any taxes
imposed by law upon Seller in connection with or as a result of this Agreement.
Buyer is a tax-exempt Illinois municipal corporation. Buyer's tax exemption
number is G9998-1750-04.
X11 — GENERAL
If either party is rendered unable, wholly or in part, by force majeure, or any other
cause of any kind not reasonably within its control, to perform or comply with any
obligation or condition of this Agreement, upon giving notice and reasonable full
particulars, as well as within a reasonable time after the occurrence of the causes relied
upon to the other party or Parties, such obligation or condition shall be suspended
during the continuance of the inability so caused, and such parry shall be relieved of
liability for failure to perform the same during such period, provided, however,
obligations to make payments then due for gas delivered hereunder shall not be
suspended, and the cause of suspension (other than strikes or lockouts) shall be
remedied so far as possible with reasonable dispatch. Settlement of strikes and
lockouts shall be wholly within the discretion of the party having the difficulty. The term
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"force majeure" shall include, without limitation, the following enumeration: acts of God
and the public enemy; the elements; fire; accidents; breakdowns or accidents to
machinery, equipment or lines of pipe; strikes and other industrial, civil, or public
disturbance; inability to obtain materials, supplies, permits of labor; failure of supply;
failure of third party transportation to receive or deliver any volumes of gas tendered by
Seller for Buyer's account; and any laws, orders, rules, regulations, acts or restraints of
any governmental body or authority, civil or military, preventing due performance; and
any other similar act or omission, event, or occurrence of the character herein defined
as constituting force majeure.
No waiver by either Buyer or Seller of any default of the other under this
Agreement shall operate as a waiver of future default, whether of like or different
character or nature.
This Agreement shall be binding upon and inure to the benefit of the successors
and assigns of Buyer and Seller. Any party hereto with prior written consent of the other
parry may assign its right, title, and interest in, to, and under this Agreement, including
without limitation, any and all renewals, extensions, amendments, and/or supplements
hereto, to any individual, bank, trustee, company, or corporation as security for any
notes, bonds, or other obligations or securities of such assignor, provided, however, that
no such assignment shall in any way operate to enlarge, alter, or change any obligation
of the other party or Parties hereto.
The Parties agree that the interpretation of this Agreement shall be construed
under the laws of the State of Illinois, and this Agreement was prepared by all Parties
hereto, and not by any party to the exclusion of the other. In the event of litigation,
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venue shall be within the boundaries of Cook County, Illinois. The Parties waive trial
by jury.
No modification of this Agreement shall be effective unless evidenced in writing
by an instrument of like formality executed by both Parties hereto
XIII — NOTICES
A. Any notice, request, demand, statement, or payment given or provided for in this
Agreement, except as otherwise herein provided, shall be given in writing, delivered in
person, by First Class United States Mail, postage prepaid, return receipt requested, or
by reliable overnight courier, to the Parties hereto at the following addresses:
TO SELLER: Payments:
Notices:
TO BUYER: Invoice and Transaction Confirmations:
Purchasing Division Facilities Management Department
The City of Evanston The City of Evanston
Room 4101, Civic Center Room 1450, Civic Center
2100 Ridge Avenue 2100 Ridge Avenue
Evanston, Illinois 60201 Evanston, Illinois 60201
Attn: Director, Purchasing & Contracts Attn: Director, Facilities Management
dfcook@cityofevanston.org
All other notices:
Facilities Management Department
with a copy to:
The City of Evanston
Law Department
Room 1450, Civic Center
The City of Evanston
2100 Ridge Avenue
Room 4400, Civic Center
Evanston, Illinois 60201
2100 Ridge Avenue
Attn: Director, Facilities Management
Evanston, Illinois 60201
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B. Notice shall be deemed to be received upon delivery in the case of personal
delivery or delivery by reliable overnight courier, and three (3) days after deposit in the
U.S. Mail, in the case of mailed notice.
C. Transaction confirmations are governed by Section V of this Agreement.
XIV — DEFAULT
If either party shall fail to remedy any default in the performance of its obligations
hereunder within ten (10) days after receipt of written notice of such default from the
other party, then the non -defaulting party shall have the right to terminate this
Agreement, at the end of said ten (10) day period, provided that such termination shall
not prejudice either party from its right to payment of any amounts due from the other
party at the time of such termination; and provided further that neither party shall be
liable to the other for any incidental or consequential damages of any kind whatsoever.
In the event Seller fails to maintain any insurance in any type or any amount, required
by Section X of this Agreement, Seller shall immediately cease performance upon
written notice from Buyer to do so. Seller's failure to procure required insurance within
seventy-two (72) hours of the date on which Seller is to cease performance shall, at
Buyer's option, be an act of default which terminates the Agreement at the end of the
seventy-two (72) hour period. Such termination shall not prejudice either party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written. Each person whose signature appears below represents and
warrants that he or she is authorized by his or her respective principal to execute
this Agreement.
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ATTEST:
Rodney Greene, City Clerk
Date:
ATTEST:
2009
Date: 0/4)��7.M .2009
f "OffICIAL SEAL"
MEGHAM GUALTIERI
NOTARY PUBLIC. STATE Of ILLINOIS
MY COMMISSION EXPIRES 713112013
33
THE CITY OF EVANSTON
By: / J
Val y Bobkie ' z, Crty•Manager,-°;,
Date:cta�,a� 'Z T�, 2009
Tax ID #
SELLER
By:
Title: Tim(1, 7:
Date: 02rOOEA 2 2009
AMENDMIVNT 1 TO THE .AAOIXPMENT
V11 w TAM
The Parties agree to amend Article VII, ("Texan"), of the Agreement pursuant to this
Amendment 1 as follows. The amended Term shall be effective as of November 1, 2010 through
April 30, 2011. Buyer agrees to pay Seller as compensation, an amount equal to the first of the
month Index via Chioago Citygate as published by NGPs Bidweek Survey, plus $0,005 per
therm for all natural gas volumes not covered under a separate pricing exhibit. If such index is
not available in the future, Seller will, acting in good faith, select another appropriate index.
The Agreement shall automatically renew from month to month for each additional
month unless terminated by either party, giving the other party at least thirty (30) days prior
written notice of its intention to terminate the Agreement, The Agreement, but not Buyer's
obligation to pay Seller for all natural gas volumes delivered, is contingent on the appropriation
of sufficient funds by Buyer's City Council, Failure of the City to appropriate £ands in the future
shall not constitute breach of the Agreement, but failure to pay in full the amount owed for all
natural gas volumes delivered shall constitute a breach of the Agreement by Buyer.
The applicable provisions of the Agreement shall continue in effect after termination to
the extent necessary to provide for the balancing of gas deliveries, final billing, billing
adjustments, and payments and disposition of outstanding claims,
The Agreement shall immediately terminate on an date on which federal or state statute
of; regulation renders the Agreement, or lease of transportation facilities required to deliver gas
hereunder, illegal, null, and void. provided that Buyer's obligation to pay Seller for all natural
gas volumes delivered shall survive the termination of the Agreement for whatever reason,
Page I of 2
CRNTERPOINT RNR 4GY SERVICES, INC.
gay=
Dated: 1 ^I O
Pnge 2 0£2
By:
Dated:
AMENDMENT 2 TO THE AGREEMENT
VI — PRICE AND BILLING
The Parties agree to further amend Article VI, ("Price and Billing"), of the Agreement, as
amended by Amendment 1 on October 25, 2010, pursuant to this Amendment 2 as follows. The
Buyers gas price shall be established as set forth in the Citygate Purchase Authorization Exhibit
attached to this Amendment 2. This price shall be effective through April 30, 2011.
CENTERPO RGY SERVICES, INC. CITY OF EVANSTON
By: By:
Dated: Dated:
C CenterPoint.
Energy
CITYGATE PURCHASE AUTHORIZATION EXHIBIT
ENERGY SERVICE AGREEMENT (No.2007406)
Company Name: City of Evanston
Fax Number or E-mail Address: DStoneback@cityofevanston.org
Natural Gas Citygate price of $.490 per therm for the term January 2011 through April 2011. Monthly
volumes shall be as listed below and shall be confirmed in writing by Seller upon purchase. Purchase
will become binding unless factually disputed in writing within 1 business day of receipt.
Month
Volumes Month Volumes
I
(therms) (therms)
II I
January 2011 I
I
71,250
February 2011 I
65,250
March 2011 I
57,750
April 2011 I
33,750
This Exhibit amends and is attached to Buyer's current Energy Service Agreement, No. 2007406 ("Agreement"). In the event a purchase
is executed pursuant to this Exhibit which extends beyond the current term of the Agreement, the Agreement shall renew in accordance
with the provisions contained therein.
1.) This Exhibit authorizes Seller to execute a Delivered to Citygate natural gas purchase for the months, price and volumes listed
above.
2.) Volumes (listed above) will be the first volumes through the meter each month following all applicable previously
executed Transaction Confirmation exhibits.
3.) The Buyer and Seller agree to make reasonable efforts to avoid imbalances. On a timely basis, Buyer agrees to notify
Seller of any changes in operations which significantly affect daily natural gas usage.
4.) If in any month Deliveries of natural gas to Buyer is less than the Monthly Contract Volumes noted above, or if the
Agreement has been terminated for any reason; Buyer shall be responsible for the liquidated net value of the unused
volumes plus an administrative fee of $0.0020/therm.
5.) Monthly volumes taken in excess of the Monthly Contract Volumes above shall be priced according to the pricing
provisions of the Agreement.
6.) Delivery will be in accordance with the terms of the Agreement and all provisions of Utility's tariffs apply.
7.) Prices listed above include daily balancing, monthly cash outs, fuel, transportation capacity, pipeline surcharges,
transition costs, management services and other applicable fees. Applicable Utility distribution charges, sales taxes,
customer charges, franchise and other applicable Utility fees shall be charged in addition to the Delivered to Citygate price.
Buyer's Purchase Authorization shall be effective on 12/03/2010
and shall expire at 1:30pm (Central Time) on 12/03/2010
Buyer's Authorized Representative: Wally Bobkiewicz
Pricing in this Exhibit shall not be effective unless confirmed in writing by an authorized representative of Seller. Buyer
may cancel this Purchase Authorization at any time prior to its execution by providing Seller with advance written notice.
By signing below, Buyer's Authorized Representative warrants they have read and understand the document in its entirety and
are authorized to sign this Exhibit on Buyer's behalf.
BUYER'S AUTHORIZED REPRESENTATIVE
By _
Date
Rev 02_10