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HomeMy WebLinkAbout06791 ORD - 01/30/1963IMS:JKH:1 -2� -63 -< AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER, FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, TO EXECUTE A CONTRACT WITH LUMAR GAS CORPORATION FOR THE PURCHASE OF NATURAL GAS BY THE CITY FOR ITS GAS DISTRIBUTION SYSTEM FOR A PERIOD OF TWENTY (20) YEARS, WITH DELIVERIES TO BEGIN ON MARCH 1, 1966, AT 8:00 A. M., OR SUCH EARLIER DATE AS DEMANDED BY THE CITY OF CORPUS CHRISTI, TEXAS, ALL AS MORE FULLY SET OUT IN THE CONTRACT, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF; AND DECLARING AN EMERGENCY. WHEREAS, AT AN ELECTION HELD IN THE CITY OF CORPUS CHRISTI ON JANUARY 26, 1963, THE MAJORITY OF THE QUALIFIED ELECTORS VOTING AT SUCH ELECTION VOTED TO AUTHORIZE THE CITY COUNCIL TO CAUSE TO BE EXECUTED A CONTRACT ON BEHALF OF THE CITY WITH LUMAR GAS CORPORATION FOR THE PURCHASE OF NATURAL GAS REQUIRED BY THE CITY FOR ITS GAS DISTRIBUTION SYSTEM FOR A PERIOD OF TWENTY (20) YEARS, WITH DELIVERIES TO BEGIN ON MARCH 1, 1966, AT 8:00 A. M., OR SUCH EARLIER DATE AS DEMANDED BY THE CITY OF CORPUS CHRISTI, TEXAS, BY SUCH CITY GIVING AT LEAST ONE HUNDRED TWENTY DAYS PRIOR WRITTEN NOTICE, ALL AT THE PRICES AND UNDER THE TERMS AS CONTAINED IN SAID CONTRACT: NOd, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. THAT THE CITY MANAGER BE, AND HE IS HEREBY, AUTHORIZED AND DIRECTED FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, TO EXECUTE A CONTRACT WITH LUMAR GAS CORPORATION FOR THE PURCHASE OF NATURAL GAS REQUIRED BY THE CITY FOR ITS GAS DISTRIBUTION SYSTEM FOR A PERIOD OF 20 YEARS, WITH DELIVERIES TO BEGIN ON MARCH 1, 1966, AT 8;00 A. M., OR SUCH EARLIER DATE AS DEMANDED BY THE CITY OF CORPUS CHRISTI, ALL AS MORE FULLY SET OUT IN THE CONTRACT, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF- SECTION 2. THE URGENCY TO EXECUTE THE CONTRACT AND THE FACT THAT THE CITY CHARTER FORBIDS PASSAGE OF AN ORDINANCE AUTHORIZING EXECUTION OF CONTRACTS WITHIN THE 60 -DAY PERIOD PWOR TO ELECTION AND THE FURTHER FACT THAT THIS IS THE LAST REGULAR MEETING OF THE CITY COUNCIL BEFORE THE COMMENCEMENT OF THE SAID 60 -DAY PERIOD CREATES A PUBLIC EMERGENCY 679:1 • AND AN IMPERATIVE PUBLIC NECESSITY REQUIRING THE SUSPENSION OF THE CHARTER RULE PROVIDING THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE OF ITS INTRODUCTION, AND REQUIRING THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE SEVERAL MEETINGS OF THE CITY COUNCIL, AND THE MAYOR HAVING DECLARED THAT SUCH PUBLIC EMERGENCY AND NECESSITY EXIST AND HAVING REQUESTED THAT SAID CHARTER RULE BE SUSPENDED AND THAT THIS ORDINANCE TAKE EFFECT AND BE IN FULL FORCE AND EFFECT FROM AND AFTER ITS PASSAGE, IT IS ACCORDINGLY SO ORDAINED THIS THE DAY OF JANUARY, 1963. "OR ATTEST: THE CITY OF CORPUS CHRISTI, TE i CITY SECRET APPROVED AS TO LEGALfOR4 MjS DAY OF JANUARY, 1963: CITY ArToRWEY GAS SUPPLY CONTRACT THIS AGREEMENT, MADE AND ENTERED INTO AS O THE DAY OF s 196 , BY AND BETWEEN 9 HEREINAFTER CALLED SELLER ", AND THE CITY OF CORPUS CHRISTI, TEXAS, HEREINAFTER CALLED "BUYER ", W I T N E S S E T He WHEREAS, SELLER OWNS AND OPERATES A NATURAL GAS TRANSMISSION SYSTEM, AND HAS SUBSTANTIAL GAS RESERVES UNDER GAS PURCHASE CONTRACTS IN THE GULF COAST AREA OF TEXAS AND IS ENGAGED IN THE PURCHASE AND SALE OF NATURAL GAS AND IS DESIROUS OF SUPPLYING BUYER WITH NATURAL GAS; AND WHEREAS, BUYER IS A MUNICIPAL CORPORATION DESIROUS OF PURCHASING NATURAL GAS TO SUPPLY BUYERS NATURAL GAS REQUIREMENTS AND FOR RESALE BY BUYER THROUGH ITS GAS DISTRIBUTION SYSTEM FOR A TWENTY (ZO) YEAR PERIOD BEGINNING AS PROVIDED IN ARTICLE 1 HEREOF, SUBJECT TO THE TERMS AND CON- DITIONS HEREIN BELOW STATED: NON, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED9 THE PARTIES HERETO DO HEREBY COVENANT AND AGREE AS FOLLOWS' PLANTS AND PARKS, IT BEING THE INTENTION OF THE PARTIES HERETO THAT SELLER SHALL DELIVER AND BUYER WILL BUY ALL QUANTITIES OF GAS NEEDED BY BUYER FOR ITS OWN USE OR FOR RESALE, BOTH WITHIN AND WITHOUT THE CITY LIMITS OF BUYER, INCLUDING SUFFICIENT QUANTITIES TO MEET THE FULL REQUIREMENTS AND OBLIGATIONS OF THE BUYER TO FURNISH, AT ALL TIMES DURING THE LIFE OF THIS CONTRACT, NATURAL GAS TO ALL USERS OF SUCH CONNECTED WITH BUYERS DISTRIBUTION SYSTEM FOR DOMESTIC, COMMERCIAL AND INDUSTRIAL PURPOSES. (3) IF THE BUYER SHOULD OBTAIN PRODUCTION OF GAS FROM A WELL OR WELLS OWNED BY THE BUYER OR ON LANDS OWNED BY THE BUYER, IT IS UNDERSTOOD THAT SELLER SHALL ARRANGE TO TAKE SUCH GAS FROM BUYER UNDER CONDITIONS WHICH PERMIT MAXIMUM FLEXIBILITY IN DELIVERIES WHICH WILL NOT IMPAIR THE BUYER'S SAID WELL OR WELLS OR THE HORIZONS FROM WHICH PRODUCING. THE AMOUNTS PAYABLE BY BUYER UNDER THIS AGREEMENT SHALL BE CREDITED WITH ALL °3- (3) SUCH METER STATIONS AND POINTS OF DELIVERY SHALL CONSTITUTE THE PLACE OF MEASUREMENT AND POINTS OF DELIVERY UNDER THIS CONTRACT SUBJECT TO THE PROVISIONS HEREINAFTER SET FORTH: (A) IN THE EVENT ANY METERING AND/OR REGULATING FACILITIES OF SELLER SHALL BE REQUIRED TO BE MOVED TO A NEW LOCATION TO FACILITATE ANY PUBLIC `.WORKS PROGRAM OF ANY GOVCRNMENTAL AGENCY OTHER THAN THE CITY OF CORPUS CHRISTI (WHETHER OR NOT SELLER IS ENTITLED TO ANY REIMBURSEMENT`, SELLER SHALL MOVE SUCH FACILI- TIES TO SUCH NEW LOCATION AS IS AGREEABLE TO SELLER AND BUYER WITHOUT COST TO BUYER. IN THE EVENT BUYER REQUESTS IN WRITING THAT ANY METERING AND/OR REGULATING FACILITIES OR POINT OF DELIVERY BE MOVED TO A NEW LOCATION, SELLER SHALL BE REIMBURSED FOR THE COST OF REMOVAL AND RELOCATION AND SHALL BE FURNISHED BY BUYER AN EQUIVALENT SITE UPON WHICH TO RELOCATE SUCH FACILI- TIES AT THE EXPENSE OF BUYER] BUT SUBJECT TO THE CONTROL AND OPERATION OF SELLER UNDER THE TERMS OF THIS CONTRACT DURING THE TERM OF THE,CONTRACT. (B) FOR THE PURPOSE OF ENABLING SELLER TO DISCHARGE ITS OBLIGATION TO BUYER WHEN AND IF BUYER'S GAS REQUIREMENTS SHOULD INCREASE, SELLER WILL CONSTRUCT AT THE COST AND EXPENSE OF SELLER (AND SELLER WILL OPERATE AND HAVE FREE USE OF THE LAND FURNISHED BY BUYER, OCCUPIED BY THE STATION OR STATIONS ) THREE ADDITIONAL METERING STATIONS AND DELIVERY POINTS, ADJACENT TO ITS TRANSMISSION LINES, AT SUCH ,POINTS AS MAY BE MUTUALLY AGREED UPON BY BUYER AND SELLER. SELLER SHALL HAVE AT LEAST ONE HUNDRED TWENTY (120) DAYS TO CONSTRUCT THE FACILITIES AT SUCH NEW POI'Nt OF,DEL,IYERY AFTER THE LOCATION OF SUCH NEW POINT OF DELIVERY HAS BEEN AGREED UPON. ARTICLE III. MEASUREMENT SELLER SHALL DELIVER GAS TO BUYER AT A CONSTANT PRESSURE SELECTED BY AND SATISFACTORY TO BUYER, BUT IN NO EVENT TO EXCEED A MAXI- MUM PRESSURE OF ONE HUNDRED FIFTY (150) PSIG DURING THE TERM OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING LIMITATIONS, SELLER SHALL MAKE GAS AVAILABLE TO BUYER AT SUCH ADDITIONAL PRESSURE IN EXCESS OF SELLER'S MAXIMUM OBLIGATION AS STATED ABOVE, AS SELLER'S SYSTEM MAY HAVE AVAIL- ABLE FOR DELIVERY AT THE RESPECTIVE POINT OR POINTS OF DELIVERY FROM TIME TO TIME. THE GAS DELIVERED HEREUNDER SHALL BE MEASURED AT SUCH PRESSURE AS MAY EXIST BY VIRTUE OF SELLER'S OPERATING CONDITIONS, BUT FOR THE PUR- POSE OF MAKING PAYMENT THEREFOR BY BUYER TO SELLER, THE VOLUME OF NATURAL GAS DELIVERED SHALL BE AS FOLLOWS: SALES, UNIT: THE CONTRACT SALES UNIT OF THE GAS DELIVERED BY SELLER SHALL BE ONE THOUSAND (1,000) CUBIC FEET OF GAS REFERRED TO HEREIN AS "MCF ", AND THE UNIT OF VOLUME FOR THE PURPOSE OF MEASUREMENT OF THE QUANTITY TO BE BILLED AT THE PRICES PROVIDED IN THIS AGREEMENT SHALL BE ONE (1) CUBIC FOOT OF GAS AT A TEMPERATURE BASE OF SIXTY DEGREES FAHREN- HEIT [60 "F.) AND A PRESSURE BASE OF FOURTEEN AND SIXTY -FIVE ONE - HUNDREDTHS (14.65) POUNDS PER SQUARE INCH ABSOLUTE WITH CORRECTIONS FOR DEVIATION FROM BOYLE'S LAW. SELLER SHALL ALSO DETERMINE AND REPORT TO BUYER MONTHLY AS A PART OF THE ACCOUNTING FOR GAS DELIVERED HEREUNDER THE TOTAL QUANTITY OF -6- GAS DELIVERED ®Y SELLER T�BUYER U9146 A5 THE UNIT OF VOLUME FOR THE PURPOSE OF MEASUREMENT ONE (1 YCUh-IC FOOY OF GAS AT A TEMPERATURE BASE OF SIXTY DEGREES FAHRENHEIT (606F -) ANC` A PRESSURE BASE OF FIFTEEN AND TWO - TENTHS 1502) POUNDS PER SQUARE INCl{ AB96iUTE WITH CORRECTION FOR DEVIATION FROM BOYLE /S LAW. BUYER SHALL " -HAVE THE RIGHT TO BE REPRESENTED AT AND TO PARTI- CIPATE IN ALL TESTS OF ANY EQUIPMENT USED AND TO INSPECT AT ANY TIME DURING BUSINESS HOURS ANY A0 ALL EQUIPMENT OF SELLER USED FOR THE DETERMINATION OF THE VOLUME AND QUALITY OF GAS DELIVERED HEREUNDER- (2) DETERMINATION OF VOLUM- (A) FOR ORIFICE METER MEASUREMENT, THE INSTALLATION SPECIFICATIONS, COEFFICIENTS, FACTORS AND CALCULATIONS, IN- CLUDING DEVIATION OF THE GAS FROM BOYLE °S LAW `SPECIFIC GRAVITY METHOO, SHALL BE IN ACCORDANCE WITH GAS MEASUREMENT COMMITTEE REPORT NO. 3 ON "ORIFICE METERING OF NATURAL GAS" DATED APRIL, 1955, OF THE AMERICAN GAS ASSOCIATION, OR ANY SUBSEQUENT REVISION THEREOF- (13) FOR POSITIVE DISPLACEMENT METER MEASUREMENTS, THE INSTALLATION SPECIFICATIONS, METHODS OF TESTING, FACTORS AND CALCULATIONS USED SHALL BE IN ACCORDANCE WITH AMERICAN METER COMPANY'S HANDBOOK E -$- (C) RECOGNIZING THAT THE ATMOSPHERIC PRESSURE MAY VARY SOMEWHAT FROM TIME TO TIME AND THAT THE AVERAGE ATMOSPHERIC PRESSURE IS APPROXIMATELY FOURTEEN AND SEVEN- TENTHS (14.7) POUNDS PER SQUARE INCH, IT IS AGREED THAT, FOR THE PURPOSES OF MEASUREMENT AND COMPUTATION, THE ATMOSPHERIC PRESSURE -7' SHALL BE '•ASSUMED TO,BE FQURT €EN,RHD 1EVEN- TENTHS (144) POUNDS 'PER SQUARE INCH,,.REGARDLESS OF THE ACTUAL ATM95PH €RIC PRESSURE AT'WHICH THE GAS 15 DELIVERED AND MEASURED. (D) THE,ARITHM£TI.CAL AVERAGE OF THE HOURLY TEMPERATURk RECORDED AURING EACH DAY, THE FACTOR FOR SPECIFIC GRAVITY.AC- CORDING TO,THE LATEST TEST.THEREFOR AND THE CORRECTIONS FOR DEVIATION FROM BOY:LE,'S LAW.APPLICAPLE DURING EACH DAY SHALL BE USED TO ^MAKE�P_ROPER COMPUTATIONS OF VOLUMES HEREUNDER. CHART INTEGRATION AND VOLUME COMPUTATIONS SHALL BE MADE BY SELLER AS ACCURATELY AS POSSIBLE AND WITHIN THE ACCURACY PRESCRIBED BY THE�MANUFACT.URER OF THE %OMPUTING EOUIPMENT.USED, (E) THr�TEMPERATURE OF THE,IIAB SHALL BE`DETERMINED BY WfEpN§ CF A RECORDING THERMOMETER OF STANDARD MANUFACTURE AND SO'114STALLED THAT IT MAY PROPERLY RECORD JHE T €MPERATURE OF THE GAS�F,,LOWING THROUGH THE METER OR METERS. (F} AT BUYER'S OPTION THE SPECIFIC GRAVITY OF THE GAS SHALL BE DETERMINED BY-A RECORDING GRAVITOMETER OF APPROVED TYPE OR BY- -MONTHLY TESTS MADE WITH AN ACME OR OTHER APPROVED TYPE GAS SALANCE. IF BUYER ELECTS TO DETERMINE GRAVITY BY A RECORDING- GRAVITOM.ETER, SELLER SHALL PURCHASES INSTALL AND MAINTAIN`SAID GRAVlTOMETER AT S.ELLER'S EXPENS €. SELLER'S OBLIGATION TO PURCHASE AND INSTALL A,GRAVITOMETER.SHALL EXTEND TO ONLY ONE DELIVERY POINT TO BE SELECTED BY BUYER OR .A MUTUAL- LY AGREED UPGN�POINT'.ON SELLER'S PIPELINE. HOWEVER, SHOULD BUYER ELECT TO USE A_GRAVITQMETER OR GRAVITOMETCRS AT ANOTHER S9 POINT OR POINTS OF DELIVERY, SELLER SHALL PURCHASE AND INSTALL SAME AT BUYER'S EXPENSE AND,.SELLER SHALL BE OBLIGATED TO MAIN- TAIN AND OPERATE FREE OF CHARGE TO BUYER ALL SUCH RECORDING GRAVITOM ETERS. . WHEN A RECORDING GRAVITOMETER IS USED., THE ARITHMETICAL AVERAGE OF THE GRAVITIES RECORDED DURING PERIOD FLOW ONLY SHALL BE USED FOR COMPUTATION PURPOSES FOR EACH CHART PERIOD. (G) IN DETERMINING THE VOLUME OF GAS DELIVERED THROUGH THE ORIFICE DURING THE CHART PERIOD, THE ORIFICE CHART INTE- GRATOR SHALL BE USED IN READING THE METER CHART. (3) AT THE WRITTEN REQUEST OF THE BUYER FOR MEASUREMENT ON ANY PRESSURE BASE OTHER THAN 14.69 PSIA, THE PRICE PAYABLE HEREUNDER WILL BE ADJUSTED TO CORRESPOND TO SUCH REQUESTED PRESSURE BASE AND THE AMOUNTS PAYABLE BY THE-BUYER HEREUNDER WILL BE BILLED BY SELLER AT SUCH REQUESTED PRESSURE BASE AND CORRESPONDING ADJUSTED PRICE. IT IS DISTINCTLY UNDER- STOOD THAT THE BILLING BY SELLER TO BUYER AT SUCH REQUESTED PRESSURE BASE AND CORRESPONDING ADJUSTED PRICE SHALL IN NO '.WAY REDUCE OR INCREASE THE TOTAL AMOUNT PAYABLE BY BUYER TD SELLER UNDER THE PROVISIONS OF THIS AGREE- MENT. ARTICLE IV. MEASURING EQUIPMENT (j) SALES MEASURING STATION! SELLER SHALL INSTALL AND MAINTAIN IN ACCURATE REPAIR AT THE POINT OR POINTS OF DELIVERY HEREIN PROVIDED, METERS OF AMPLE SIZE AND TYPE FOR THE ACCURATE MEASUREMENT OF THE GAS DELIVERED BY SELLER HEREUNDER, AND SHALL CAUSE SAID METER OR METERS TO BE READ AND/OR HAVE CHARTS CHANGED REGULARLY. -9- • (2) CHECK MEASURING EQUIPMENT: BUYER MAY INSTALL, MAINTAIN AND OPERATE, AT ITS OWN EXPENSE, SUCH CHECK MEASURING EQUIPMENT AS DESIRED, PROVIDED THAT SUCH EQUIPMENT SHALL BE SO INSTALLED AS NOT TO INTERFERE WITH THE OPERATION OF SELLER'S MEASURING EQUIPMENT AT OR NEAR THE POINT OR POINTS OF DELIVERY. (3) RIGHT TO,SE PRESENT' SELLER AND BUYER SHALL HAVE THE RIGHT TO HAVE REPRESENTATIVES PRESENT AT THE TIME OF ANY INSTALLING, READING, CLEANING, CHANGING, REPAIR ING, INSPECTING, TESTING, CALIBRATING OR ADJUSTING DONE IN CONNECTION WITH THE OTHER'S MEASURING EQUIPMENT USED IN MEASURING OR CHECKING THE MEASURE- MENT OF DELIVERING GAS UNDER THE GAS SALES CONTRACT. EACH PARTY SHALL GIVE THE OTHER PARTY TWO (2) DAYS' WRITTEN NOTICE PRIOR TO THE DATE OF ALL SUCH ACTIONS, OR WORK TO BE DONE, SO THAT THE OTHER PARTY MAY CONVENIENTLY HAVE ITS REPRESENTATIVE OR REPRESENTATIVES PRESENT; PROVIDED, HOWEVER, THAT IF EITHER PARTY HAS GIVEN SUCH NOTICE TO THE OTHER PARTY AND NO REPRESENTATIVE OF THE PARTY IS PRESENT.AT THE TIME SPECIFIED, THEN THE PARTY GIVING THE NOTICE MAY PROCEED WITH THE WORK AS THOUGH A REPRESENTATIVE OF THE OTHER PARTY WERE PRESENT. THE ABOVE NOTIFICATION REQUIREMENTSHALL ALSO APPLY TO TESTS AND CALIBRATIONS REFERRED TO UNDER THE NEXT FOLLOWING PARAGRAPH 4 OF THIS ARTICLE IV. THE RECORDS FROM SUCH MEASURING EQUIPMENT SHALL REMAIN THE PROPERTY OF THEIR OWNER BUT UPON REQUEST EACH WELL SUBMIT TO THE OTHER ITS RECORDS AND CHARTS TOGETHER WITH CALCULATIONS THEREFROM FOR INSPECTION AND VERIFICATION SUBJECT TO RETURN WITHIN TEN (10) DAYS AFTER RECEIPT THEREOF. (4) CALIBRATION AND TESTS OF METERS: THE RESPECTIVE METERS, METER READINGS AND METER CHARTS SMALL !"t 0 BE AT ALL REASONABLE TIMES ACCESSIBLE TO INSPECTION AND EXAM'INkTION BY BUYER. AT LEAST ONCE EVERY THIRTY (30) DAYS, SELLER SHALL CALIBRATE ITS ORIFICE METERS, CALORIMETERS, GRAVITOMETERS AND THERMOMETERS, AND AT LEAST ONCE EACH TWELVE (12) MONTHS, SELLER SHALL CALIBRATE ITS POSITIVE DISPLACEMENT METERS. BUYER SHALL HAVE THE RIGHT TO REQUIRE THE METERS TO BE CALIBRATED AT ANY TIME, BUT CALIBRATIONS MADE AT BUYER'S REQUEST SHALL BE AT THE EXPENSE OF BUYER UNLESS THE PERCENTAGE OF INACCURACY IS FOUND TO BE MORE THAN TWO PERCENT tp, IN WHICH CASE THE CALIBRATION SHALL BE MADE AT THE EXPENSE OF SELLER. READINGS, CALIBRATIONS AND ADJUSTMENTS OF SELLER'S METERS AND CHANGING OF CHARTS SHALL BE DONE ONLY BY SELLER, BUT ALL DATA WITH RESPECT THERETO SHALL AT ALL REASONABLE TIMES BE AVAILABLE TO'BUYER. IF, UPON.ANYTEST, THE PERCENTAGE OF INACCURACY SHALL BE MORE THAN TWO PERCENT (2), REGISTRATIONS THEREOF SHALL BE CORRECTED AT THE RATE OF SUCH INACCURACY FOR ANY PERIOD'WHICH IS DEFINITELY KNOWN OR AGREED UPON, BUT INCASE THE PERIOD IS NOT DEFINITELY KNOWN OR AGREED UPON, THEN FOR A PERIOD EXTENDING BACK ONE -HALF OF THE TIME ELAPSED SINCE THE LAST DATE OF CALIBRATION. FOLLOWING ANY TEST, METERING EQUIPMENT FOUND IN- ACCURATE SHALL IMMEDIATELY -BE RESTORED BY SELLER TO A CONDITION OF ONE HUNDRED PERCENT (100%) ACCURACY. (5) CORRECTION OF METERING ERRORS - FAILURE OF METERS% IF FOR ANY REASON ANY METER OF SELLER IS OUT OF SERVICE OR OUT OF REPAIR, SO THAT THE AMOUNT OF GAS DELIVERED CANNOT BE ASCER- TAINED OR COMPUTED.FROM THE READING THEREOF, THE AMOUNT OF GAS DELIVERED DURING THE PERIOD SUCH METER WAS OUT OF SERVICE OR OUT OF REPAIR SHALL BE ESTIMATED AND AGREED UPON BY THE PARTIES THERETO UPON THE BASIS OF THE _t1- • BEST DATA AVAILABLE, USING THE FIRST OF THE FOLLOWING 'METHODS WHICH IS FEASIBLEB (A) BY USING THE REGISTRATIONS OF BUYER'S CHECK METERS, IF INSTALLED AS HEREINAFTER PROVIDED FOR AN ACCURATE REGISTER- ING; • (B) BY CORRECTING THE ERROR, IF THE PERCENTAGE OF ERROR IS ASCERTAINABLE BY CALIBRATION, TEST OR MATHEMATICAL CALCULA- TIONS; (C) BY ESTIMATING THE QUANTITY OF THE DELIVERY UPON THE BASIS OF DELIVERIES DURING PERIOD UNDER SIMILAR OPERATING CONDI- TIONS WHEN THE .METER WAS REGISTERING,ACCURATELY, (D) IN THE EVENT THAT THE PARTIES HERETO CANNOT AGREE, AS ABOVE PROVIDED,.IIPON THE AMOUNT OF GAS DELIVERED DURING THE TIME WHEN A METER IS OUT OF SERV.I'CE.OR OUT OF ORDER, THEN AND IN SUCH AN.EVENT--TWt,*ATTER SHALL BE ARBITRATED. THE BUYER SHALL PROMPTLY APPDINTA.;RP�PRES•ENT9t.T I V,E AND THE SELLER SHALL LIKEWISE APPOLN.T.A.AEPRESENTATIVE. THE TWO REPRESENTATIVES THUS APPOINTED SHALL CHPC)9r A THIRD DISINTERESTED, COMPETENT ARBITRATOR, WHO SHALL AS SOON AS POSSIBLE CONVENE THE BOARD OF ARBITRATION AND, AFTER HEARING SUCH EVIDENCE ANp Aft &UM6;NTS AS THE BOARD MAY DEEM AD- VISABLE, SHALL PROMPTLY RENDER A WRITTEN',DECISION WHICH SHALL BE BINDING UPON THE PARTIES. �1H THE EVENT THAT THE ARBITRATOR APPOINTED BY THE BUYER AND THE ONE APPOINTED Sit SELLER CANNOT AGREE UPON A THIRD DISINTERESTED, COMPETENT ARBITRATOR,,THEN AND IN SUCH AN EVENT, THE PARTIES SHALL LMMEDIATELY JOINTLY APPLY TO ANY UNITED -12- a • STATES DISTRICT JUDGE OF THE SOUTHERN DISTRICT OF TEXAS TO APPOINT A THI,RD.ARBITRATOR -AS 443DVE PROVIDED, AND THEREAFTER THE MATTER :SHALL PROCEED AS ABOVE "4TATEO. (6.) PRESERVATFON OF .METERYNG R:ECOR7JS8 SELLER AND BUYER SHALL lACH PRESERVE FOR A PERIOD "OF AT LEAST TWO (_2) YEARS ALL TEST DATA, CHARTS AND OTHER SIMILAR RECORDS. AFMCLE V. QUALITY HEATIEB THE GA4 TO BE DELIVERED UNDER THIS tft TRACT SHALL BE NATURAL GAS FROM SELLER'5 PRESENT OR FUTURE SOURCES OFSUPPLY$ PROVIDED, HOWEVER, THAT HELIUM, NATURAL GASOLINE, BUTANE, PROPANE AND ANY OTHER HYDROCARBONS EXGEP.T METHANE MAY BE REMOVED PRIOR TO DELIVERY OF SUCH GAS TO BUYER, THE GAS TO HAVE A"TOTAL HEATING VALUE OF ONE THOUSAND (1,000) BRITLSH THARMAL UNITS PER CUBIC FOOT OF GArS AT A TEMPERATURE OF SIXTY DEGREES FARRENREIT (600F.) AND AT AN ABSOLUTE PRESSURE EQUIV- ALENT TO TH "IRTY (30' INCHES, OF MERCURY AT THIRTY -TWO DEGREES FAHREN- HEIT (329F.) WHEN,SATURATED WITH WATER VAPOR. IF THE AVERAGE HEATING VALUE CONTENT OF ALL GAS DELIVERED HEREUNDER AT EACH POINT OF DELIVERY DURING�ANY DAY OR CHART PERIOD SHALL NOT FALL BELOW ONE THOUSAND (1,000) BTU's PER CUBIC FOOT OF GAS, THERE SHALL BE NO BTU ADJUSTMENT. IN THE EVENT SUCH AVERAGE HEATING VALUE CONTENT, FOR THE DAY OR CHART PERIOD, SHALL FALL BELOW ONE THOUSAND (1,000) BTU'S THEN, AND IN SUCH EVENT, THE METERED VOLUME OF GAS DELIVERED HEREUNDER.FOR PAYMENT PURPOSES SHALL BE DECREASED -13- • ONE +T;E41TH OF ONE PERCENT (0.1%) FOR EACH BEL1 VK THW5AND (1s) STU °^a PER CUBIC FOOT. AT BUYERIS OPTI43N r4+E EM CONTENT .OF THE GAS MALL BE DETERMINED BY A RECORDING CILI.ORINIETW OF APPR9VED TYPE 4YR i8'T TtSTS AS REQUESTED BY BUYER WITH A SARGEdT CIA.R CALORIMETER OR OTHM APPROVED TYRE GAB CALORIMET£R9 OR BY SUCH OTHER METMED AS SHALL BE AGREED UPON BY THE PARTIES. IF BUYER ELECTS TO DETERM WE THE BJ% CONTENT OF A RCCQROING CALORIMETER, SELLER SHALL PURCHASE, INSTALL AND MAINTAIN SAID CA7.WINETER AT SELLER'$ EXPfNpE. SELLER'S OBLIGATI®14 TO PURCHASE AND INSTALL A CALORIMETER SMALL EXTEND TO ONLY ONE DELIVERY POINT TO BE \ ,S ELECTF 8Y $UY£R OR A MUTUALLY AGQFgg UPON POINT ON SELLER'S PIPELINE. ftJIt>?+iEB, SHOULD $DYER ELECT Tq USE A OfFORDING CALORIMETER OR CALORI- METERS AT ANOTHER POINT OR POINTS OF DELIVIERY,- SELLER SHALL PURCHASE AND INSTALL SAME AT 4XFR9S EXPENSE AND SELLER SHALL BE OBLIGATED TO MAIVTAIN A�F PPERATE FREE OF CHARGE TO BUYER ALL SUCH CALORIMETERS. WHEN A RECORDING CALORIMETER IS VIFa THE ARITHMETIC AVERAGE OF THE R €CORDING$ DURING PER19D OF FL" @X@ T SHALL BE USED FOR COMPUTING PUR- PEE¢ FOR fAFH GH40T PER /O0. AT• BUYER 145 RFQUESTg SELLER SHALL FURN +SH A $TATEMEiiV REF49.TI,MG THE AVERAGE BTU f9�TE4?T OF 'YME GAS Q£L'IYERED- OWING EACH goy pF EACH BILLIMp,PERIQD. �`�� 'FREEDOM FaOtB oR.lECT60 AI��h1ATTER> ,THE NATURAL GAS TO BE DELIVERED BY SELLER Tp BUYER HERE- UNDER $HALL CONFORM TO THE FOLLOWING REQUIREMENTS AND SPECIFICATIONS% (A) SUCH GAS SHALL BE COMMERCIALLY FREE FROM DUST OR QTHER SOLID OR LIQUID MATTERS WHICH MIGHT INTERFERE*WITH ITS MERCHANTABILITY OR CAUSE INJURY TO OR INTERFERENCE WITH PROPER -A- OPERATION 'OF THE LINES, iRCGULATORSy „M,ETER &•:OR •OTHER APPLIANCES THROUGH WHICH IT FI'OWS OR IN WHICH IT IS •USED. (B) :SUCH GAS - SHAL4'•N.OT;CON•TAIN MORE THAN ONE (1) GRAIN OF HYDROGEN SULPHIDE I'ER ENE HUNgRES i'00) CUBIC FEET OF GAS VOLUME WHEN TESTED WITH A HYDAV.UN,54JLP;"1,&E DETECTOR. APPARATUS-OR IN ACCORDANCE WITH THE FOLLOWING P"CEDURE. A STRIP OF WHITE IFILSER iP16M PREVIOUSLY MOISTENED WITH FRESR FIVE - PERCENT '(5%) LEAD ACETATE :SOLUTI OW SHAIaL,eE .EXPOSED TO THE ,GAS FOR ONE AND ONE -.HALF (1'�i2) M6NUTES IYI A-PREVIOUSLY PURGiO APPARATUS THROUGW-WHICH TljE Af.,IT GAS I# f "WkXG AT A RATE OF A'P.- at PROXIMATELY FIVE (54 CUE(1.G FFXT PER HOUR, THE 'GAS $HALL NOT DIRECTLY IMPINGE UPON THE TEST STRIP - DURING THE TEST. AT THE END ,or THE STATED TIME THE TEST 3*P�R THUS EXPOSED SHALL BE COMPARED eWITH A SECOND TEST STMIR _*JHI,LARLY PREPAREO !BUT NOT EXPOSED TO Ti1.E TEST GAS. IF THE EXPOSED STRIP Is NOT NOTICEABLY DARKER THAN TMr COMPARISON STRIA, IkE ,GAS UAIDER TS£aT SMALL. BE CONSIDERED ACC *IPTAB.LE. IF TILE ,E)C,P4$ED STiRI 1.4 DEFINITELY DARKER THAN THE COMPABI SON STRIP,. THE .G A'* 'SH,4L -BE TEISTJEO QU ANTITA$INELY FOR u ,RUN SUbPHIpE #Y T4 €f� JEZ TlI.Op. .(C) SUCH GAS SHALL N &T F ®NT4IN MORE THAN TEN (10) GRAINS OF 71Q[f* §UL PHUR PER 'ONE Hm NOtt£g GUBIC'FEET. OF GA 15 VOLUME, NOR MORE THAN THREE PERCENT (3%) BY VQLUiE OF CARBON DIOXIDE, NITROGEN 'AND QTHER INERT GASES. WHEN A TEST OR A GAS ANALYSIS OR THE AP- PEARANCE OF OBJECTIONABLE MATTER SHOWS SUCH LIMITS STATED IN THIS SECTI9N (2) ARE EXCEERED, SELLER SHALL IMMEDIATELY DETERMINE THE SOURCE AND DISCOidTI THE DELIVERY OF SUCH GAS TO BUYER. ARTICLE VI. *DQR'IZATIQN IT IS DISTINCTLY UNBERSTQQB THAT TK9.9E SHALL BE NO OBLIGATION UPON SELLER TO ODORIZE THE GAS TO-BE OEIJµKRED HEREUNDER, BUT ANY ODOR) ZATION OF GAS THAT MAY BE REQUIRED BY LAW OR THE CHARTER OR ORDINANCES -15- OF THE CITY OF CORPUS CHRISTI PRIOR TO SALE FOR DOMESTIC, COMMERCIAL AND INDUSTRIAL USE SHALL BE PERFORMED BY Bl1Yti?y AND BUYER SHALL INDEMNIFY AND SAVE HARMLESS.THE SELL-ER AGAINST ALL CLAIMS FOR DAMAGES AR'01NG FROM'OR- GROWING OUT OF ANY FAILURE TO PROPERTY ODORIZE SUCH OAS AS REQUIRED BY LAW OR THE CHARTER OR ORDINANCES OF THE,CITY OF CORPUS CHRISTI. NOTWITHSTANDING THE FOREGOING LIMITATIONS, AT BUYER'S OPTION AND EXPENSE,. SELLER AGREES THAT BUYER MAY- ANJECT INTO SELLER'S- PIPELINE, PRIOR TO THE POINT OF DELIVERY AS Z%T -FORTH IN ARTICLE Id, A - IALODORANT TO OOORIZE THE GAS TO BE DELIVERED BY SELLER TO BUYER. IN THE EVENT BUYER SO REQUESTS IN WRITING THAT AN ODOR]UTION CORNECTiON BE MADE INTO SELLER's PIPELINE -AT -A LOCATION AGREEABLE TO SELLER AND BUYER, BUYER VILL-PROVIDE THE 31.TE, OPERATE AND MAINTAIN THE ODORIZATION -EQU I PNEHT, AT NO EXPENSE TO THE SELLER ARTICLE'VII. BILLING AND PRICE. (1) ON OR BEFORE THE TENTH (10TH) -DAY OF EACH CALENDAR MONTH SELLER SHALL RENDER A STATEMENT TO QUYER.SHOWING THE QUANTITY OF GAS DELIVERED TO BUYER DURING THE PRECEDING CALENDAR( MONTH OR PILLING PERIOD, WHICH BILLING PERIOD SHALL EE APPROXIMATELY THIRTY '(30) DAYS, AND THE - AMOUNT - PAYABLE THEREFOR BY BUYER. SUCH STATEMENT SHALL.SHOW, THE NUMBER OF MCF DELIVERED USING THE CONTRACT PRESSVjM BASE OF 14.65 POUNDS PER SQUARE INCH ABSOLUTE, AND ALSO THE NUMBER OF MCF DELIVERED USING 'A . PRESSURE.-,BASE OF 15-2 POUNDS-PSR SQUARE INCH ABSOLUTE. (2) FOR ALL, GAS�PELIVERED DURING THE PRECEDING CALENDAR MONTH BILLING OR BILLING PERIOD DURING THE TERM HEP40F (MEASURED AT �A PRESSURE BASE OF 1°1.65 PSIA, AND ADJUSTED FOR.BTU CONTENT AS HEREIN OTHERWISE PROVIDED), BUYER SHALL PAY SELLER. ON OR BEFORE THE TWENTY- F-IFTN (L5TH) OF EACH CALENDAR MONTH BY ITS CHECK AND AT THE OFFICE OF SELLER IN CORPUS CHRISTI, NUECES COUNTY, BASED UPON THE FOLLOWING SCHEDULE OF GAS PRICES"% -16- FOR THE FIRST 5-YEAR PERIOD OF THE TERM OF THIS CONTRACTS THE PRICE PER 1000 CF OF GAS DELIVERED SHALL BE FOR THE SECOND 5-YEAR PERIOD OF THE TERM OF THIS CONTRACTS THE PRICE PER 1000 CF OF GAS DELIVERED SHALL BE FOR THE THIRD 5 -YEAR PERIOD OF THE TERM OF THIS CONTRACTS THE PRICE PER 1000 CF OF GAS DELIVERED SHALL BE FOR THE FOURTH 5-YEAR PERIOD OF THE TERM OF THIS CONTRACTS THE PRICE PER 1000 CF OF GAS DELIVERED SHALL BE - ARTICLE VIII. TAXES IT IS UNDERSTOOD BY THE PARTIES HERETO THAT THE PRICE FIXED HEREIN INCLUDES ALL PRESENT TAXES OF EVERY NATURE ASSESSED AS OF DECEMBER 31, 1962, AND ENTERING INTO THE COST OF GAS OF SELLER, AS WELL AS ALL PRESENT TAXES ENTERING INTO THE COST OF PROVIDING GAS SERVICE UNDER THIS AGREEMENTS UP TO THE POINT OF DELIVERY TO THE BUYER, AND IN THE EVENT THERE IS ANY CHANGE IN THE AMOUNT OF SUCH TAXES OR ANY NEW OR SUBSEQUENTLY APPLICABLE TAXES ALLOCABLE TO EACH ONE THOUSAND (1,000) CUBIC FEET OF GAS OF THE QUANTITY, QUALITY AND MEASUREMENT PROVIDED HEREIN, SELLER SHALL MAKE AN ADJUSTMENT IN ITS BILLING UNDER THIS AGREEMENT REFLECTING THE EFFECT OF SUCH CHANGE IN TAXES. THE WORD "TAXES" AS USED IN THIS PARAGRAPH DOES NOT INCLUDE AD VALOREM, FRANCHISE, EXCESS PROFITS, GROSS RECEIPTS OR INCOME TAXES FOR THE REASON THAT THESE SHALL AT ALL TIMES BE WHOLLY THE RESPONSIBILITY OF SELLER. -17- 0 ARTICLE IV- RESPONSIBILITY OF PARTIES SELLER SHALL NOT BE RESPONSIBLE-FOR THE CONDITION, MAINTENANCE, REPAIR OR UPKEEP OF BUYER'S SERVICE LINES, APPLIANCES, EQUIPMENT, OR ANY UTILIZATION OF OAS AFTER IT HAS PASSED THE DELIVERY POINT AS HEREINABOVE PROVIDED FOR, AND NEITHER SHALL BUYER BE RESPONSIBLE FOR THE CONDITION OF SELLER'S LJNES OR OTHER APPLIANCES.USED IN THE DELIVERY OF SUCH GAS TO BUYER. SELLER SHALL NOT BE RESPONSIBLE. FOR PERSONAL INJURIES OR FOR DAM- AGES RESULTING FROM EXPLOSION OR FIRE OR .FROM THE USE OF OAS DELIVERED HEREUNDER ARISING FROM.ANY CAUSE AFTER SUCH SAS HAS PASSED THE DELIVERY POINT AS HEREANABOVE PROVIDED FOR -a. eBUYER.BHALL NOT BE RESPONSIBLE FOR PERSONAL INJURIES OR DAMAGES . RESULTING. FROM EXPLOSION OR FIRE OR FROM THE CONVEYANCE OF SUCH GAS UP TO THE DELIVERY POINT AS. ABOVE PROVIDED 7OR ARISING FROM ANY CAUSE. SELLER.A'OREES TO..INDEMMIFY AND SAVE HARMLESS THE BUYER AGAINST ANY LIABILITY FOR PERSONAL INJURIES TO EMPLOYEES OR AGENTS OF SELLER, AND BUYER AGREES TO INDEMNIFY AND SAVE HARMLESS THE SELLER AGAINST ANY LIABILITY FOR PERSONAL INJURIES TO THE.EMPLOYEES OR AGENTS OF BUYER WHEN THE CAUSE OF SUCH .PER'SONAL INJURIES EXISTS ON THE SIDE OF THE DELIVERY POINT FOR WHICH'THIDI)WERNIFIER IS RESPONSIBLE AS PROVIDED IN THIS ARTICLE. NOTHING HEREIN SHALL BE CONSTRUED AS RELIEVING SELLER OF ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES RESULTING FROM SEL° LEO S FAILURE TO COMPLY WITH THR.PROVI$.IONS OF THIS CONTRACT RELATING TO PRESSURE AND QUALITY. so ARTICLE X, GOVERNMENT REGULATIONS AND. ORCE.NAOEORE THE TERM "FORCE MAJEURr" SHALL DEAN ACTS OF GOD, STRIKES, LOCK- OUTS, OR OTHER INDUSTRIAL DISTURBANCES, ACTS OF THE PUBLIC ENEMY, WAR$, BLOCKADES, INSURRECTIONS' RIOTS, EPIDEMICS, LANDSLIDES, LIGHTNING, EARTH- QUAKES, FIRES, STORMS, FLOODS, WASHOUTS, ARRESTS AND RESTRAINTS OF THE GOVERNMENT, EITHER FEDERAL OR STATE, CIVIL -OR MILITARY, CIVIL DISTURBANCES, EXPLOSIONS, BREAKAGE OR ACCIDENT TO MACHINERY OR LINES OF PIPE AND ANY OTHER CAUSES, WHETHER OF THE KIND HERE -IN ENUMERATED OR OTHERWISE, NOT REASONABLY WITHIN THE CONTROL OF THE PARTY CLAIMLNG SUSPENSION, AND WHICH BY THE EXERCISE.OF DUE DILIGENCE SUCH PARTY IS UNABLE, WHOLLY OR IN PART, TO PREVENT OR OVERCOME. THE SETTLEMENT OF STRIKES OR LOCKOUTS SHALL BE ENTIRELY WITHIN THE GOOD FAITH DISCRETION OF. THE PARTY HAVING THE DIFFICUL- TY, AND -THE REQUIREMENT THAT ANY FORCE MAJEURE SHALL.BE REMEDIED WITH.ALL REASONABLE DISPATCH SHALL NOT REQUIRE THE SETTLEMENT OF STRIKES OR LOCKOUTS BY ACCEDING TO THE DEMANDS OF THE OPPOSING PARTY WHEN SUCH COURSE 13 IN- ADVISABLE IN THE GOOD FAITH DISCRETION OF THE PARTY HAVING THE DIFFICULTY, THE CONTRACT SMALL BE SUBJECT -TO ALL EXISTING AND FUTURE RULES, REGULATIONS, ORDERS, LAWS OR PROCLAMATIONS 'OF GOVERNMENTAL AUTHORITIES (BOTH FEDERAL AND STATE, INCLUDING BOTH CIVIL AND MILITARY) HAVING�JURIS° DICTION OVER THE PARTIES HERETO OR THE SUBJECT MATTER. IN THE EVENT THAT EITHER PARTY IS- RENDERED UNABLE., WHOLLY OR IN PART, BY FORCE MAJEURE OR OTHER CAUSES SPECIFIED IN THE CONTRACT TO CARRY OUT ITS OBLIGATIONS UNDER- -"THE CONTRACT QTHFA- �TH[AN THE OBLIGATION TO MAKE -- PAYMENTS OF AMOUNTS DUE THEREUNDEN9,AND %UCH PARTY GIVES NOTICE AND ,RES- o9g® • • SONABLY FULL PARTICULARS of SUCH FORCE MAJEURE IN WRITING DR BY TELEGRAPH TO THE OTHER PARTY WITHIN A REASONABLE TIME AFTER THE OCCURRENCE OF THE CAUSE RELIED CRI, THEN :THE OBLIGATIONS OF THE PARTY GIVING SUCH NOTICE, so FAR As THEY ARE AFFECTED BY SUCH FORCE MAJEURE OR OTHER CAUSES SPECIFIED IN THE CONTRACT SHALL BE SUSPENDED DURING THE CONTINUANCE OF ANY INABILITY So CAUSED, BUT FOR NO LONGER PERIoo, `AX2 4UC*f CAUSE SHALL So FAR AS POs® BIBLE BE REMEDIED WITH ALL REASONABLE DISPATCH, EITHER PARTY WAY PAR- TIALLY OR ENTIRELY INTERRUPT ITS PEXFORMANCr THEREUNDER FOR THE PURPOSE OF MAKING NECESSARY IPaffi PECTIONS, A6.y��$IONS,Atdo.REPAIRS, BUT ONLY FOR SUCH TIME AS WAY BE REASONABLE OR A� ®I. ®ABLER AND THE PARTY REQUIRING SUCH RELIKr SHALL GIVE TD THE -OTHER PARTY REABQNA13LE NOTICE OF ITS INTENm TION TO SUSPEND ITS PERFORNANCE THEREUNDER, EXCEPT IN CASES OF EMERGENCY WHERE SUCH NOTICE Is IMPRACTICABLE, ANq SHALL ENDEAVOR TO ARRANGE SUCH INTERRUPTIONS 80 AS TO INCONVENIENCE THE ,o78qgR PARTY AS LITTLE AS POs= 3186E; -SERVICE INTERRUPTIONS ON Tg1T PART of Z1 THER PARTY WINCH ARE SANCTIONED By THE PROVISIONS OF TH I.g _.QARAGRAPH ARE EXPRESSLY INCLUDED WITHIN THE DEFINITION OF "FORCE.MAJEUREII FOR THE P4IRPDSES OF THE CON- TRACT. FORCE "AdEURE. SHALL IN ;Ev T BE INTERPRETED To MEAN OR IN_ CLUDE -THE FAILURE OF SELLER TO COI�MELNOE DE�V/ERY DN,THE DATE SPECIFIED BY LA Cm OFg OR DELAY IN INSTALL,$TfON Opp 49LIVERY LLNES OR OTHER FACILI- TIES? OR ANY INTERRUPTION qF.�AS-SUPPLY 61UE TO FAILURE OF SELLER TO HAVE A SUFFICIENT GAS.,gUPPLY -UNDER CUNTRAET TO MEET ALL CO OF SELLER TO ALL PERSONS IN ACCORDANCE WITH AND IN KEEPING WITH BI ALL .R REGULATIONS of ANY AND ALL REGULATORY BODIES, _0#_ ARTICW11 . FACILITIES TO SE OVIDED8 SELLER HEREBY AGREES WITHiM SUFFICIENT TIME PRIOR TO KARCR 1, 1966, TO COMMENCE SUPPLY ON THAT CATEq TO COMPLETE CONSTRUCTION. OF A NEW PIPELINE OF SUITABLE SIZE, OR APPLY AN EXISTING PIPELINE OF SUITABLE SIZE' SO AS TO CONNECT SELLERS TRANSMISSION LINES TO THE POINTS OF DELIVERY TO BUYER ON OR BEFORE SAID DATE OF MARCH 1, 1966. SELLER AND BUYER SHALL AT ALL TIMES HAVE ACCESS TO THE MEASURING FACILITIES AND CONNECTING VALVES AT THE POINTS OF DELIVERY. BUYER AGMES TO GRANT, AND DOES HEREBY GRANT2 TO SELLER WITHOUT COST, SUCH RIGHTS OF WAY OR EASEMENTS, WITHIN THE POWER AND AUTHORITY OF BUYER, AS MAY BE NECESSARY TO ENABLE SELLER TO MAKE CON- MECTIONS TO DELIVERY POINTS FOR DELIVERY TO BUYER AND TO MAKE DELIVERIES OF BAS HEREUNDER, AND BUYER SHALL PERMIT SELLER TO USE SUCH RIGHTS OF WAY OR EASEMENTS HELD BY BUYER AS WELL AS SUCH LAND .OWNED BY BUYER AS WOULD MOT INCONVENIENCE OTHER USE THEREOF SY,BUYER,.ALL:AS WOULD BE CONVENIENT OR USfiFW. TO„SE+LER IN CONSTRUCTINB1.INSTA4L*N8 AND MAINTAINING; ITS FACILITIES USED OR USEFUL. FOR.R£NOITION OF SERVICE. HEREUNDER SO LONG AS SUCH USE BY SELLER.00ES (10T CONFLICT WITH BUYER46 USES OF OUCH LAND, RGHTS CFLAND AND EASirioiENTS NPR CONFLICT WITH OTHER,GRANTS OF USE THEREOF. IN THE EVENT SELLER MAKES ANY EXCAVATIONS FOR INSTALLATION OF FACILITIES, THE SURFACE t SHALL BE RESTORED TO ITS CONDITION IMMEDIATELY,PRI.OR TO DISTURBANCE BY SELLER AT SELLER 1.3 EXPENSE., SELLER SHALL *BE ;RESPONSIBLE AND HOLD HARMLESS 13UYER FROM ANY CLAIMS FOR; DAMAGES RESULTING FROM ANY SUCH EXCAVATIONS BY SELLER, OR THE FAILURE Of SELLER TO MAKE RESTORATION. —20A- ARTICLE XII. DEFAULT (1) EXCEPT WHERE A DIFFERENT REMEDY HAS BEEN SPECIFICALLY AGREED UPON ELSEWHERE IN THE CONTRACT, ANY DEFAULT IN PERFORMANCE THEREOF BY SELLER SHALL ENTITLE BUYER-TO THE PAYMENT OF MONETARY DAMAGES FOR ALL DAMAGES OR LOSS, INCLUDING COST OF ANY OUTSIDE SUPPLY OBTAINED BY BUYER TO KEEP ITS SYSTEM IN OPERATION, WHICH BUYER MAY ACTUALLY INCUR OR SUFFER BY REASON OF OR AS A RESULT OF SUCH DEFAULT BY SELLER, AND BUYER MAY ALSO ENFORCE SPECIFIC PERFORMANCE OF THE CONTRACT BY SELLER. BUYER SHALL BE UNDER NO OBLIGATION TO PROCURE ANY OUTSIDE SUPPLY OF GAS OR CONTRACT FOR ANY STANDBY SERVICE. ANY DEFAULT BY SELLER IN THE= PERFORMANCE OF ITS OBLIGATIONS UNDER THE CONTRACT WHICH RESULTS IN SELLER'S FAILURE OR INABILITY TO DELIVER TO BUYER ALL OF THE QUANTITIES OF GAS (OF THE QUALITY SPECIFIED) AT THE TIMES AND RATES OF DELIVERY.WHICH SELLER IS OBLIGATED TO DELIVER, SHALL BE DEEMED A MATERIAL DEFAULT BY SELLER, AND IN ADDITION TO ALL OTHER REMEDIES WHICH IT MAY ELECT, BUYER MAY, AT ITS OPTION TERMINATE THE' CONTRACT BY GIVING WRITTEN NOTICE TO.THE SELLER STATING SPECIFICALLY THE' CAUSE OR CAUSES FOR TERMINATING,THEhCONTRACT AND DECLARING IT TO BE THE INTENTION OF BUYER TO TERMINATE THE SAME AT-SUCH TIME AFTER 610 DAYS AS BUYER SPECIFIES IN SAID NOTICE; WHEREUPON, SELLER SHALL HAVE SIXTY (60) DAYS AFTER THE.SERVICE OF SUCH NOTICE IN WHICH TO REMEDY OR REMOVE THE 'CAUSE OR CAUSES STATED IN THE NOTICE FOR TERMINATION OF THE CONTRACT, AND IF WITHIN SAID PERIOD OF SIXTY (60)'DAYS SELLER DOES SO REMOVE OR .REMEDY SAID CAUSE OR CAUSES, AND FULLY INDEMNIFY BUYER FOR ANY AND ALL CONSEQUENCES OF'SUCH MATERIAL _21 DEFAULT, THEN SUCH NOTICE SHALL BE WITHDRAWN AND THE CONTRACT SHALL CON- TINUE IN FULL FORCE AND EFFECT. IN CASE SELLER DOES NOT SO REMEDY OR RE- MOVE THE CAUSE OR CAUSES OR DOES NOT INDEMNIFY BUYER FOR ANY AND ALL CONSE- QUENCES OF SUCH MATERIAL DEFAULT WITHIN SAID PERIOD OF SIXTY (60) DAYS, THEN BUYER MAY, IF IT SO ELECTS' DECLARE SAID CONTRACT NULL AND VOID FROM AND AFTER THE EXPIRATION OF SAID PERIOD OF TIME AS BUYER SPECIFIED IN SAID NOTICE. ANY SUCH CANCELLATION OF THE CONTRACT BY BUYER SHALL BE WITHOUT PREJUDICE TO THE RIGHT OF BUYER TO COLLECT OR WITHHOLD ANY AMOUNTS THEN DUE IT FROM SELLER, BUT SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER REMEDY TO WHICH BUYER MIGHT BE ENTITLED FOR BREACH OF THE CONTRACT BY SELLER. (2) IF THE BUYER SHOULD DEFAULT IN PERFORMANCE OF ITS OBLIGATIONS UNDER THE CONTRACT, SELLER MAY, AT ITS OPTION, TERMINATE THE CONTRACT BY GIVING WRITTEN,NOTICE TO BUYER STATING SPECIFICALLY THE CAUSE OR CAUSES FOR TERMINATING THE CONTRACT AND DECLARING IT TO BE THE INTENTION OF SEL- LER TO TERMINATE THE SAME; WHEREUPON, BUYER SHALL HAVE SIXTY (60) DAYS AFTER THE SERVICE OF SUCH NOTICE IN WHICH TO REMEDY OR REMOVE THE CAUSE OR CAUSES STATED IN THE NOTICE FOR TERMINATION OF THE CONTRACT, AND IF WITHIN SAID PERIOD OF SIXTY (60) DAYS THE BUYER DOES SO REMOVE OR REMEDY SAIID CAUSE OR.,CAUSES, AND FULLY INDEMNIFY SELLER FOR ANY AND ALL CONSE- QUENCES, OF SUCH BREACH, THEN SUCH NOTICE SHALL BE WITHDRAWN AND THE CON- TRACT SHALL CONTINUE IN FULL FORCE AND EFFECT, IN CASE BUYER DOES NOT SO REMEDY OR REMOVE THE CAUSE OR CAU''" ^I; NO? INDEMNIFY SELLER FOR ANY AND ALL CONSEQUENCES OF SUCH BREACH WITtIIN THE SAID PERIOD OF SIXTY _22- (610) DAYS, THEN SELLER MAY, AT ITS OPT.d ON, OE¢iAR E.SAIO CONTRACT NULL AND VOID FROM AND AFTER THE EXPIRATION OF.SI %:(6) MONTHS NEXT FOLLOWING SAID SIXTY 10! DAYS. ANY SUCH CANCELLATION, OF SAID, CONTRACT SHALL BE WITHOUT PREJUDICE TO THE RIGHT OFI SELLFr5,.TO COLLECT AN.Y- ANO"T8 THEN DUE IT FROM BUYER, BUT SHALL CONSTITUTE A VAIVEpR OF.ANY'QTHER REMEDY -TO WHICH SELLER.MIGHT BE ENTITLED. IN THE EVENT OF OEFAULT 1BY BUYER IN THE PERFORMANCE OF ITS OB- LIGATION5 UNDER THE CONTRACT, AND I.i SELLER DOES ,NOT ELECT TO TERMINATE THE CONTRACT,, SELLER SHALL BE ENTITLED TO PAYMENT FRO14 BUYER OF MONETARY DAMAGES FOR ALL DAMAGES OB LOSSES WHICH SELLER MAY ACTUALEY INCUR OR SUF- FER BY REASON OF OR,AS A RESULT OF SUCH OEFAULT BY BUYER.' BUT SEELLER SHALL NOT BE ENTITLED TO ENFORCE SPECIFIC PERFORMANCE OF. THE 'CONTRACT BY BUYER. ARTICLE XIII. NOTICE ANY WRITTEN NOTICE TO BE_GIV €N OR SERVED HEREUNDER SHALL BE DEEMED r SUFFICIENTLY GIVEN OR SERVED WHEN DEPOSITED IN THE UNITED STATES MA , Wt TH POSTAGE PREPP,A7777I����/ID, ADDRESSED TO SELLER AT ITS OFFICE AT _AO n7✓ !diND TI,plIYER AT ITS OFFICE AT .3 ©? OUTH SHORELINE, CORPUS CHRISTI, TEXAS, UNJ.'£$S,,Afflgr ..N;Tl1 RIOT ICE OF CHANGE OF 40139988 IS GIVEN IN WRITING. ARTICLE XIV. ASSIGNMENT THE PROVISIONS OF THIS CONTRACT SHALL BE BINDING UPON 'A'NP- PAiuRE TO THE BENEFIT OF THE SUCCESSORS, ASSIGNS AND ,LEGAL REPRESENTATIVFS OF THE -23- PARTIES HERETO, BUT NEITHER BUYER OR SELLER SMALL HAVE THE RIGHT TO ASSIGN THIS CONTRACT OR ANY PORTION THEREOF OR INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO; PROVIDED, HOWEVER, THAT EITHER SELLER OR 'BUYER, OR BOTH, MAY ASSIGN ITS RIGHT, TITLE AND INTEREST INp TO AND BY VIRTUE OF THIS AGREEMENT, INCLUDING ANY AND ALL EXTENSIONS] RENEWALSj AMENDMENTS AND SUPPLEMENTS THERETO, TO A TRUSTEE OR TRUSTEES] INDIVIDUAL OR CORPORATE, AS SECURITY FOR_aONDS OR OTHER DO- LIGATION$ OR SECURITIES, AND, IF ANY SUCH TRUSTEE BE A ZORPORATION WITH- OUT ITS BEING REQUIRED BY THE PARTIES HERETO TO QUALPFY TO -DO :BUSINESS IN THE STATE OF TEXAS; PROVIDED FURTHER, THAT THE PARTY MAKING 'SUCH AN ASS14NMENT SHALL REMAIN LIABLE TO OBSERVE AND PERFORM ALL OF THE CON- DITIONS AND COVENANTS IN THIS AGREEMENT. SELLER SHALL FORTHWITH FURNISH TO BUYER A CERTIFIED COPY OF ANY INSTRUMENT OR ASSI (INMEN.T BY SELLER TO A WHOLLY OWNED SUBSIDIARY. ARTICLE XV. MISCELLANEOUS ANY PERSONAL PROPERTY OF.SELEER PLACED UPON REAL PROPERTY OWNED BY BUYER SHALL REMAIN THE PROPERT,OF,rSE.LLER WHETHER nR "NOT -A m X ED TO THE REALTY OF BUYER. THIS CONTRACT CONSTITUTES.THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND NO OTHER REPRESENTATIONS, MEMORANDA, AGREEMENTS OR OTHER, MATTER, ORAL OR WRITTEN, PRIOR TO THE TIME HEREOF, SMALL VARY, ALTER OR INTEOPOET THE TERMS HEREOF. THE SIDE HEAD CAPTIONS AND THE INDEX IN THIS INSTRUMENT ARE -24- • FOR THE CONVENIENCE OF THE PARTIES IN IDENTIFICATION OF -THE PROVISIONS HERE- OF AND SHALL NOT CONSTITUTE A PART OF THE AGREEMENT NOR BE CONSIDERED INTER- PRETIVE THEREOF. IN THE CONSIDERATION AND. INTERPRETATION OF THIS AGR- EEMENT, THE FOLLOWING SHALL APPLY: (A' THIS AGREEMENT IS CONSIDERED AS HA'V'ING BEEN PREPARED JOINTLY BY THE PARTIES HEREUNDER AND NOT BY EITHER PARTYTO THE EXCLUSION OF THE OTHER. (B) FAILURE TO EXERCISE ANY RIGHT HEREUNDER SHALL NOT BE CONSIDERED A WAIVER OF SUCH .RIGHT OR RIGHTS IN THE FUTURE. (C) TIME IS OF THE ESSENCE WITH REGARD.,TO ALL OBLIGATIONS TO BE PERFORMED ON OR BY ASPEC'd FIED DATE, IF ANY, HEREIN CONTAINED. IN WITNESS WHEREOF, THE P.ARTIE §•HERETO HAVE'EXECUTED THIS AGREEMENT IN DUPLICATE ORIGINALS ON THE DAY AND YEAR FIRST ABOVE, WRITTEN. ATTEST: BY SELLER CITY OF CORPUS CHRUSTI ATTEST: BY CITY MANAGER BUYER CITY SECRETARY APPROVED AS TO LEGAL FORM THIS DAY OF JANUARY I963p 2 CITY ATTORNEY DIRECTOR OF FINANCE s TO THE MENDERS OF THE CITY COUNCIL CORPUS CHRISTI, TEXAS . . . . s CORPUS CHRISTI, TEXAS DAY OF FOR THE REASONS SET FORTH IN THE EMERGENCY CLAUSE OF THE FORE- GOING ORDINANCE, A PUBLIC EMERGENCY AND IMPERATIVE NECESSITY EXIST FOR THE SUSPENSION OF THE CHARTER RULE OR REQUIREMENT THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE IT IS INTRODUCED, AND THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE MEETINGS OF THE CITY COUNCIL; I, THEREFORE, HEREBY REQUEST THAT YOU SUSPEND SAID CHARTER RULE OR REQUIREMENT AND PASS THIS ORDINANCE FINALLY ON THE DATE IT IS INTRODUCED, OR AT THE PRESENT MEETING OF THE CITY COUNCIL. RESPECTFULLY, MAYO THE CITY OF CORPUS CHRIST TEXAS THE CHARTER RULE WAS SUSPENDED BY THE FOLLOWING VOTE: BEN F. MCDONALD TOM R. SW4NTNER DR. JAMES L. BARNARD JOSE R. DELEON M. P. MALDONADO W. J. ROBERTS JAMES H. YOUNG THE ABOVE ORDINANCE WAS PASSED BY THE FOLLOWING VOTE: BEN F. MrDONALD TOM R. SWANTNER DR. JAMES L. BARNARD JOSE R. DELEON M. P. MALDONADO W. J. ROBERTS JAMES H. YOUNG 0 ORDINANCE NO. .1 AUTHORIZING AND DIRECTING THE CITY 144NAGER, FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, TO EXECUTE A CONTRACT WITH LUMAR GAS CORPORATION FOR THE PURCHASE OF NATURAL GAS ~ BY THE CITY FOR ITS GAS DISTRIBUTION SYSTEM FOR A PERIOD OF TWENTY (20) YEARS, WITH DELIVERIES TO BEGIN ON MARCH 1, 1966, AT 8:00 A. M., OR m SUCH DARLIER DATE AS DEMANDED BY THE CITY OF CORPUS CHRISTI, TEXAS, r M ALL AS MORE FULLY SET OUT IN THE CONTRACT, A COPY OF WHICH IS ATTACHED R HERETO AND MADE A PART HEREOF; AND y z DECLARING AN EMERGENCY. z 1 a r� x vt . CITY OF CORPUS CHRISTI i LEGAL DEPARTMENT