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2000-001 O ANCENO AGREEMENT BETWEEN THE CITY OF DENTON AND TEXAS ENERGY TRANSFER CO, LTD FOR THE PURCHASE OF SPOT MARKET NATURAL GAS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (BID 243S-NATURAL GAS AWARDED TO TEXAS ENERGY TRANSFER CO, LTD, FOR THE MOll THLY CONSIDERATION FOR THE SPOT PURCHASE OF NATURAL GAS) IV -IEREAS, the City has a need for lntermpt,ble natural gas purchases to prov, de fuel for the Spent, Elecmcal Generating Station, and IV ~IEREAS, the City could realize pnee sawngs by purchasing gas on the spot market, and W tEREAS, the City has solicited bids for one year contracts with spot market supphers of natura gas, m accordance with Chapter 252 of the Local Government Code NOW, THEREF~ )RE, THE COl rNCIL OF THE CITY OF DENTON HEREBY ORDAINS St CTION I That at anthonzes the Mayor to execute the attached Intermptlble Natural Gas Sale~ and Purchase Agreement vath Texas Energy Transfer Co, Ltd prowd~ng for the purchase, ,f spot market natural gas SI ;CTION II That the C~ty Manager m anthonzed to expend funds m accordance with the terms ~fthe Agreement SI ~ That this ordinance shall become effective ~mmedmtely upon its passage and appr¢ val PASSED AND APPROVED thts the -- day of ,2000 JAC~ ATTEST JENNIF[ R WALTERS, CITY SECRETARY T-" APtO~RO'~ ED ~S TO LEGAL FORM HERBE~ r L PROUTY, CITY ATTORNEY 2438 NAT[ ~Lt~L GAS ORDi~NANC~ Standard Contract Standard Comract City of Denton Ut~httes lmerrupuble Natural Gas Sales And Purchase Comract Agreemem Date 11-18-99 Texas Energy Transfer Company, Ltd (SELLER) Lumted Partnersbap Corporation agrees to dehver and sell gas to the City of Demon, Texas (Buyer) and BUYER agrees to purchase and recewe md natural gas from SELLER pursuant to the terms and conditions heremai~er set forth 1. DEFI3IlTIONS: The term "Asreement" shall mean tius Imerrupuble Natural Gas Sales and Purchase Contract mcluchng Attachmem A which ns incorporated here~n The term "month" shall mean a calendar month The team "MMBtu" shall mean one mghon (1,000,000) British thermal units The term "Receiwng P,pelme" shall mean the interstate, intrastate, or local dlsmbuuon company ~mmedlately downstream of the Point Of Dehvery The te~m "Buyers Notice" shall mean the letter agreement a form copy of which u attached he~'eto as Attachment A, which may be executed by BUYER and SELLER from unie to time and which shall b,nd BUYER and SELLER to pantcular transacuons for the purchase and sale ofnatur~ gas in accordance w~th the terms thereof and this Agreement The term "Point Of Dehvety" shall mean the locauon of the physical delivery to the Receiwng P,pelme The uuual term wdl be one year from the date hereof, and month to month thereaiter, subject to the right of enher party to terrmnate this Contract on .30 day's prior written not,ce to the other party page 18 PRICE AND PAYMENT OF COSTS AND TAXES PRIOR TO DELIVERY: On a monthly bas~s, the price to be prod by BUYER for gas delivered by SELLER shall be specflied on the "Buyers NoUce" shown m Attachment A Prices shall include and SELLER shall be responsible for payment of all royalties, production taxes, property taxes, severance taxes, purchaser taxes, and all other taxes and hcense fees which attach to the gas prior to dehvery hereunder Prices shall also include and SI~I~I .ER shall be responsible for payment ofgatheitn8 and tramportation charges to the Point Of Dehvery, payments or other charges thereon apphcable before the title of gas pal~ses to BUYER at the Point Of Dehvery BUYER shall pay transportation charges on the Receiving Pipeline, downstream of the Point Of Dehvery 4. QUANTITY AND POINTS OF DELIVERY: Gas quantities and points of dehvery wdl be specified on a monthly basis on the "Buyers Nouce", as shown m Attachment A, s~ined by BUYER and by SELLER Requests for bids, submission of bids, or prehnunary correspondence wdl not act as a Buyers Notice and shall not be the basis for gas dehvenes under this contract SELLER shall deliver gas quantmes consistent with the quantity, Point Of Dehvery, Receiving Pipeline, and dates as specified in the "Buyers Notice" fi.om the BUYER 5. BEST EFFORTS PERFORMANCE: SELLER ~ make a best effort to deliver, and BUYER best effort to receive, the gas quantities as speafled m the Buyers Notice Either party may at any time cunad or interrupt service with no habflity to either party The curtAdmg par~ will make diligent efforts to notify the other party of the sttuation w~thin 48 hours 6. INCREASES IN QUANTITY AND CHANGES TO POINTS OF DELIVERY. BUYER may request mcreases to gas quanuues or cha~es in points of dehvery by spec,Sylng these requests m a re~sod "Buyers Notice" to the SELLER If accepted by SELLER, S171.1.1TR. shall make ail alTan~ements needed to revise dehvenes uattun 24 hours If SELLER wishes to increase gas quantities or change points ofdehvery, he must notify BUYER, and receive a re~nsed Buyers Notice slined by BUYER to do so 7. OVER-DELIVERIES ff SELLER provides g~s quantities for a month in excess of 4% above the quantmes ~n the "Buyers Notice" or at points ofdehve~y not specified in the "Buyers Notice", BUYER shall have the nght to refuse the quantities of gas and shall be exempt from any payments on those gas quantit~as SELLER shall be hahle for any penalties or excess storage or transportation chi~es owed by the BUYER as a result of the SELLERS dehvenes in excess of 4% of the Buyers Not~ce or at locations not specffied in the "Buyers Notice" page 19 8. GAS AND PRICE UNITS: All gas quantities and pnces shall be in MMBtu adjusted to 14 650 psi, at a temperature of 60 del~es Fahrenheit, with both Mcfand Btu free of water vapor (Dry) Pnces wdl be in U S dollars 9. QUALITY AND PRESSURE: The 8as delivered by SI~!.T.~R shall meel the pressure requirements and quahty specifications of the Receiving Pipeline 10. TITLE: SELLER warrants for itself; its successors, he~rs and assigns, title to all gas delivered and a~cepted by BUYER hereunder SELLER warrants n has the right and lawful authority to sell the gas and that such gas is free from liens, encumbrances and clmms of eveE~ land SELLER shall mdemmfy and save BUYER harmless from ail suits, claims, liens, damages, costs, losses, expenses and encumbrances of whatsoever nature arising out of clmms of any or all persons to said ~as or the title ofsatd gas SELLER shall be m control and possession of and re~ponsthle for any nsk of loss, damage, claim, hablhty or injury caused thereby until the gas has been dehvered to the BUYER at the Point Of Dehvery Title and risk of loss shall pass at the Point Of Delwery from SELLER to BUYER Il. DETERMINING PAYMENT VOLUMES: On approxh'nately the lSth day follovang the end of each month of gas deliveries, SELLER shall furmsh BUYER a statement speclf!ang volume delivered, location, and R. ecelvmg Pipeline If these volumes dtFer from BUYER's independent momtonng of dehvenes or Receivm$ Plpehne's records, BUYER shall have the right to pay on the undisputed amount either (0 under protest, or (u) upon final agreement bemg made on the delivered volumes by BUYER, SI~.I.I.~P. and Recelvm$ P~pehne BUYER and SELLER shall have the right to later revise payment volumes as a result of adchtional or rewsed volumetnc data from the Keceiving Plpehne or other compames associated with the production, sale, storage, or transponauon of the gas 12. PAYMENT Withal 12 days of receipt of the statement, BUYER shall make payment to SELLER for the gas quantities as detenmned m Paragraph 11 Payments statements should be directed to BUYER at City of Denton Utflmes Electnc ProducUon Dw~sion 1701 -A Spencer Road Denton, TX ?6205 Attn Phil Rennaker Manager, Electric Production page 20 13. NOTI~CATION: Commumcauons re~trdm$ the performance oftlus contract shall be tflrected to SI~T.T]=R BUYER City of Denton Utthues Texas Energy Transfer Company, Ltd Electric Production Division 2838 Woods]de 170I-A Spencer Road Dallas, TX 75204 Denton, TX 76205 Attn John Nolan, Partner Atto Phil Reaaakar Man.er, Electr]c Product,on 14. PERFORMING NOMINATIONS: B~ wdl be sol,dy responsible for nomma~on of ps volumes to the Rece[vln8 P,pei,ne. unless SI~-t'-]'-]:R is pven speedi¢ wnttan author---on from BUYER to perform these nominations $1~]']::R. shall be responsible for ail necesmu7 nommataons to transporters and ail others related to the supply of natural gas prior to Point Of Dehvery 15. F-,XCHANGE OF GAS QUANTITY IlVFORMATION: Dutm8 the period of actual Bm dehvenes, Slq'.l'.]~. and BUYER sh. II make avadabie to each other cutrcflt estmmtes of~l~ flows at the Point(s) of dehvery under tJus a~reement for the purposes of nomination to others aad the momtorm8 ofa_etual g~s quan-ues dehvered If Seller,s unable to provide current esmnates ofg~s acuvity to BLTYE~ SF_LI'.ER will assist BUYER In obtmna~ said mformanon fi'om pipehne transporters, processm8 plant operators, well operators, or upstream suppliers 16. GOVEI~TING STAT~: Tlns ap-cement shaft be construed pursuant to the laws of the State of Texas and venue for its construct]on and enforcement shall he m the courts of Denton County, Texas $F.T.T.]~R BUYER Texas Enersy Transfer Company, Ltd ~Clty of Dentoan By l~ 0~ P~er, ~TC, ~c ~lc~&el Tide Nlacloe McCrea, Attorney-in-Fact Tide city Manager Date 11 - 18-99 Date 1 - 4- 00 page 21 A~'FACHMENT A DENTON MUNICIPAL UTILITIES- SPENCER STATION 1701 A ~PENCER ROAO Ord~o~, ~ 7~'05 Fax 940-349-7555 Date. Firm Address Dear Below m a Buyers Notice for (month, year) supply to the Csty of Denton, Texas Under thss purchase the City of Denton, Texas, mH take title to the gas at the point of delivery and be responsible for payments subject to the terms of the purchase contract. BUYERS NOTICE GAS SALES AND PURCHASE AGREEMENT Buyers Notice Number: Contract Date BUYER: City of Denton, SELLER Electric ProducUon Division All volumes and pnces are based on mmBtu's, adjusted to 14 6-( dr~/dry Prices are in U.S. dollars. Dates for Point of Pipehne Volume Price delivery delivery (MmBtu/ ($/mmBtu 14 6-g D/D) 14 65 D/D) Lone Star Accepted and Agreed Accepted and Agreed (Seller) (Buyer) Dated: Dated To facthtate payment, please sign the above Buyers Notice and return vm fax, attn Phil Renuaker page 22