HomeMy WebLinkAboutC2016-252 - 7/26/2016 - Approved NATURAL GAS
SUPPLY CONTRACT
2016-252
7/26/16
Res. 030903
NextEra Energy Power INDEXED
INDEX
Article Page
I. Definitions 1
II. Quantity & Price 3
III. Points of Delivery and Pressure 7
IV. Measurement 7
V. Measuring Equipment &Testing Provisions 10
VI. Quality 13
VII. Invoicing, Payment and Audit. 15
VIII. Term 17
IX. Force Majeure 17
X. Successors and Assigns 18
Xl. Warranty of Title 19
XII. Indemnity and Limitation of Liability 19
XIII. Transfer of Title to and Possession of Gas 22
XIV. Regulatory Bodies 22
XV. Contract Administrator 23
XVI. Independent Contractor 23
XVII. Insurance 24
XVIII. Certificate of Interested Parties 24
XIX. Conflict of Interest 25
XX. Subcontractors 25
XXI. Fiscal Year 25
XXII. Waiver 26
XXIII. Compliance with Laws 26
XXIV. Venue 26
XXV. Amendments 27
XXVI. Termination 27
XXVII. Notice 29
GAS SUPPLY CONTRACT BETWEEN THE CITY OF CORPUS CHRISTI,TEXAS
AND NEXTERA ENERGY POWER MARKETING, LLC
GAS SUPPLY CONTRACT NO.
THIS CONTRACT is entered into by and between NextEra Energy Power
Marketing, LLC, hereinafter referred to as "Seller," and the CITY OF CORPUS
CHRISTI, TEXAS, a municipality, hereinafter referred to as "Buyer."
ARTICLE I
DEFINITIONS
Except as otherwise specified, the following terms as used in this
Contract shall be construed to have the following scopes and meanings:
1. Day means the period from nine o'clock (9:00) a.m. CST to
the next nine o'clock (9:00) a.m. CST.
2. Month means a period of one (1 ) calendar month commencing
at nine o'clock (9:00) a.m. local time on the first day of any
calendar month and ending at nine o'clock (9:00) a.m. local
time on the first day of the next succeeding calendar month.
3. Year means a period of three hundred sixty-five (365)
consecutive days provided, however, that any such period
which contains the date of February 29 shall consist of three
hundred sixty-six (366) consecutive days.
4. Psia means pounds per square inch, absolute.
5. Gas means natural gas that meets the quality standards
contained in this Contract, including those under Article VI,
"Quality."
6. Cubic Foot of Gas means the volume of dry gas contained in
one (1 ) cubic foot of space at a standard pressure base of
fourteen and seventy-three hundredths (14.73) psia and a
standard temperature base of sixty (60) degrees Fahrenheit,
hereinafter referred to as "F."
7. MCF means one thousand (1,000) cubic feet.
8. British Thermal Unit or BTU means one (1 ) the measurement unit
of the quantity of heat required to raise the temperature of one (1)
avoirdupois pound of pure water from fifty-nine and five-tenths
(59.5) degrees F to sixty and five-tenths (60.5) degrees F at a
constant pressure of fourteen and seventy-three hundredths
(14.73) psia.
9. MMBTU means one million (1,000,000) BTUs.
10. Gross Heating Value means the number of BTUs produced by the
complete combustion at constant pressure of one cubic foot of
gas saturated with water vapor, at a constant pressure of
fourteen and seventy-three hundredths (14.73) psia and under
standard gravitational force (acceleration 32.175 feet per second
per second) with air of the same temperature and pressure as the
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gas, when the products of combustion are cooled to the initial
temperature of the gas and air and when the water formed by
such combustion is condensed to the liquid state. The Gross
Heating Value of gas delivered under this Contract shall be
corrected from the conditions of testing to those of the actual
conditions, expressed in BTU per cubic foot and reported at a
pressure base of fourteen and seventy-three hundredths (14.73)
psia; however, if the gas as delivered contains seven (7) pounds
of water or less per one million (1 ,000,000) cubic feet, such gas
shall be deemed to be dry.
11. MAOP means the maximum allowable operating pressure of
the City's system as shown in Exhibit "A."
12. Mineral interest gas means that royalty share of gas owned by
Buyer from wells producing, or will in the future produce, on City
of Corpus Christi property or on non-City property of which
Buyer has a legal right to take in kind, and which Buyer, in its
sole discretion, receives directly into Buyer's distribution system.
13. Effective Date means the first day of July, 2016.
14. Points of Delivery means the delivery points described on Exhibit
ARTICLE II
QUANTITY & PRICE
1 . Subject to the terms and conditions of this Contract,
commencing with the effective date and continuing throughout the
Term of this Contract, Seller agrees to deliver and sell and Buyer
agrees to accept and purchase one hundred (100) percent of
Buyer's total daily gas requirement for resale within the operation of
Buyer's distribution system (the "Total Daily Gas Requirement"), a list of
delivery points is attached and incorporated with this Contract as Exhibit
"A" and a map of which is attached and incorporated with this
Contract as Exhibit "B", as such distribution system exists and may be
reduced, enlarged, or extended from time to time; provided,
however, that as Buyer, the City retains the right to accept "mineral
interest gas" or royalty gas, from production facilities producing natural
gas on City properties from wells in which the City owns a mineral interest
or royalty.
2. The "Contract Price" for gas delivered into the Buyer's gas
distribution system for the Term shall be comprised of four components:
a. For all gas not priced at a Fixed Price, gas shall be priced on a daily
index price, which price shall be comprised of the daily Houston Ship
Channel/Daily Midpoint price as published in Platts Gas Daily
Report in the table titled "Daily Price Survey ($/MMBTU)," section "East
Texas," row "Houston Ship Channel" and column "Midpoint," and
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referred to as the "Daily HSC Index," plus a fixed adder (the
"Adder") of $0.41 per MMBtu, inclusive of fuel and L&U, for each
day of the Term (the "Index Price").
b. Seller shall give Buyer the right to fix the price for up to 5,000 MMBtu
per day (the "Fixed Quantity") on a year to year basis at any time
during the Term starting on the date of contract execution. The
fixed price will be established using the then current price of Henry
Hub natural gas futures contracts and adding a basis differential to
reflect the difference in price between Henry Hub and Houston Ship
Channel prices and adding any additional costs required consistent
with Seller's pricing methodology for transactions with similar risk
parameters (the "Fixed Price"). The parties shall agree to such Fixed
Price and Fixed Quantity in a separately negotiated, mutually
agreed upon and executed confirmation in a form substantially
similar to Exhibit E, which shall be considered a firm obligation for
both parties. In compliance with Exhibit D, in the event that the
Total Daily Gas Requirement is less than the agreed Fixed Quantity,
Seller will use commercially reasonable efforts to dispose into the
market the difference in volume between the Total Daily Gas
Requirement and the Fixed Quantity with the proceeds from these
sales credited or debited to Buyer as applicable.
c. A reservation fee of $0.0275 per MMBtu based on a capacity
reservation of 60,000 MMBtu per day (or $1 ,650 per day) (the "Daily
Reservation Fee").
d. For the Padre Island System, there is no incremental charge for
service directly to the Padre Island System as defined in Exhibits A &
B via third party provider prior to September 1 , 2016. Beginning
September 1, 2016, Seller will pass through any actual incremental
costs incurred from third party provider until such time as the
connection between the Corpus Christi System as defined in Exhibits
A & B and the Padre Island System is completed, where actual
incremental costs is defined as the difference between the Index
Price calculated in paragraph 11.2.a. and the actual cost of gas
delivered to the Padre Island System. Seller shall send
documentation to Buyer sufficient to show Buyer the actual cost of
gas delivered to the Padre Island System in a commercially
reasonable form.
3. If at any time the HSC Index should cease to be published or otherwise
becomes unavailable or not calculable, Buyer and Seller shall meet as
soon as practicable not to exceed three (3) calendar days to determine
and agree upon a comparable "Substitute Index." The Substitute Index
shall be implemented retroactively as of the first day in which the HSC
Index became unavailable.
4. Buyer and Seller agree to consider alternative pricing options, and the
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pricing method may be changed by mutual agreement, as evidenced
by a written amendment executed by both parties to this Contract.
ARTICLE III
POINTS OF DELIVERY AND PRESSURE
1. The Points of Delivery for all gas to be sold and purchased under this
Contract shall be at the outlet of Seller's (or Seller's designee's) existing
metering and pressure regulating facilities identified in Exhibit "A," which
is attached to and made a part of this Contract and which may be
amended from time to time as Points of Delivery are added or deleted.
2. The gas delivered under Points of Delivery (Exhibit "A") of this Contract
shall be measured through facilities which will be maintained by Seller (or
Seller's designee).
ARTICLE IV
MEASUREMENT
The measurement provisions for Points of Delivery shall be as follows:
a. Unit of Volume -- The unit of volume for measurement of gas sold
and purchased shall be one (1 ) cubic foot of gas as provided
by Sections 91 .051 through 91 .062 of the Texas Natural Resources
Code.
b. Basis -- All measurement facilities under this Contract shall be
operated under the standards approved by the American National
Standards Institute of June 28, 1977 and prescribed in the Gas
Measurement Committee of the American Gas Association,
referred to in this Contract as AGA, Report Number 3/American
Petroleum Institute Manual of Petroleum Measurement Standards,
Chapter 14.3 (AGA Report No. 3/API 14.3), as it is now and from
time to time may be revised, amended, or supplemented. Where
measurement is by other than orifice meters, determination of the
necessary factors for proper volume shall be as mutually agreed
in writing by the parties.
c. Atmospheric pressure -- The atmospheric pressure applicable at
all points of delivery shall be determined in accordance with AGA
Report No. 3/API 14.3 as it is now and from time to time may be
revised, amended or supplemented.
d. Ideal Gas Laws -- Measurement under this Contract shall be
corrected for deviation from deal Gas Laws, and corrections
shall be determined in accordance with AGA Report No. 3/API
14.3 as it is now and from time to time may be revised, amended or
supplemented.
e. Where a displacement meter is used, the square of the orifice
meter super compressibility factor shall be applied, except as
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may otherwise be agreed in writing by the parties.
f. Determination of Flowing Temperature -- The temperature of gas
flowing through the measuring facilities under this Contract shall
be determined by means of the continuous use of a recording
thermometer or by such other method as the parties hereto may
agree in writing. The arithmetic average temperature of the gas
recorded each day, during periods of flow only, shall be used in
computing the quantity of gas delivered for that day.
g. Determination of Specific Gravity -- The specific gravity of gas
flowing through the measuring facilities under this Contract shall
be determined by use of a continuously recording gravitometer.
The arithmetic average specific gravity recorded each day,
during periods of flow only, shall be used in computing the gas
volume for that day. In the event a recording gravitometer is not
installed, the specific gravity of the gas under this Contract shall
be determined at approximately 30-day intervals or at such other
intervals as may be mutually agreed upon in writing by the
parties hereto, by means which are approved by the AGA as set
forth in its Gas Measurement Manual or by fractional analysis by
the use of a spot or continuous sample taken at the Point of
Delivery.
h. Fractional analysis will be on a real gas basis in accordance with
ANSI/ASTM D3588-79, as it is now and from time to time may be
revised, amended or supplemented. Specific gravities so
determined will be used in calculating gas volumes under this
Contract for the month in which the test is made and all
succeeding months until that month in which a new sample is
taken.
Determination of Gross Heating Value -- The Gross Heating Value
of the gas shall be determined by means of a recording
calorimeter, employing the Thomas principle of calorimetry,
proportional to flow continuous sample, or such other method
mutually agreed upon in writing by the parties hereto. The
arithmetic average of the hourly Gross Heating Value recorded
each day, during periods of flow only, shall be considered as the
heat content of the gas during such day. If a recording calorimeter
is not available, the Gross Heating Value shall be determined at
30-day intervals or at such other intervals as may be mutually
agreed upon in writing by the parties hereto, by the use of spot
or continuous samples taken at the points of delivery. Gross
Heating Value of a sample to be obtained either by calorimeter or
chromatographic analysis using values of physical constants for the
gas compounds, and the procedure for determining the Gross
Heating Value of the gas shall be on a real gas basis in
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accordance with ANSI/ASTM 03588-79, as it is now and from time
to time may be revised, amended, or supplemented. The Gross
Heating Value of gas so determined shall be considered for all
purposes to be the Gross Heating Value of the gas for the month in
which the sample is taken and all succeeding months until that
month in which a new sample is taken.
ARTICLE V
MEASURING EQUIPMENT AND TESTING PROVISIONS
1. The measuring equipment and testing provisions for points of delivery
shall be as follows:
a. Access -- The parties hereto shall at all reasonable times have
access to the premises of each other insofar as such premises are
connected with any matter or thing covered hereby, for
inspection, operation, installation, removal, repair and testing of
equipment, but the operation of measuring equipment and
changing of charts shall be done only by the employees or agents
of the owner of such equipment.
b. Testing and Repair of Equipment -- Seller (or Seller's designee)
and Buyer shall keep their respective measuring equipment,
pressure regulators and overpressure protective equipment,
including chromatographs, accurate and in repair. Monthly tests
will be required on measuring equipment. Buyer and Seller (or
Seller's designee) agree to provide each other sufficient advance
notice of the time of such tests so that Buyer or Seller (or Seller's
designee) may conveniently have its representative present. In the
event measuring equipment is found to be inaccurate, it will be
adjusted to register accurately. In the event either party or Seller's
designee desires a special test of any measuring equipment, the
parties shall cooperate to secure prompt verification of the
accuracy of such equipment. If upon any test, the percentage of
inaccuracy of the measuring equipment is found to be in excess
of one (1) percent, registrations thereof shall be corrected for a
period extending back to the time such inaccuracy occurred if
such time is ascertainable, and if not ascertainable, then back
one-half (1/2) of the time elapsed since the last date of calibration
not to exceed fifteen (15) days.
c. Correction for Inaccurate Measurement -- If for any reason any
measuring equipment is out of service or out of repair so that the
quantity of gas delivered through such equipment cannot be
ascertained or computed from the readings thereof, the quantity
of gas so delivered during the period such equipment is out of
service or out of repair shall be estimated and agreed upon by
the parties hereto based upon the best available data, using the
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first of the following methods which is feasible:
(1) By using the registration of any check measuring equipment
registering accurately;
(2) By correcting the error if the percentage of error is
ascertainable by calibration, test or mathematical
calculation; or
(3) By estimating the quantity of gas delivered under this
Contract based on quantities delivered during preceding
periods under similar conditions when the respective
measuring equipment was registering accurately.
d. Inspection of Charts and Records - The charts and records
from the measuring equipment shall remain the property of the
owner thereof and same shall be retained for a period of not less
than five (5) years. At any time within such period, upon request,
each party or Seller's designee will submit records and charts from
the measuring equipment, together with calculations therefrom,
for inspection and verification by the other party or Seller's
designee. Such records and charts shall be returned to the party
providing same within thirty (30) days after receipt.
e. Installation of Check Meters -- Buyer may, at its option, install a
check meter for checking the metering equipment at the Points
of Delivery; same shall be so installed as not to interfere with the
operation of metering facilities of Seller or Seller's designee.
2. Seller must provide filters, chromatographs and moisture detectors for the
Corpus Christi System and the Annaville/Calallen System.
ARTICLE VI
QUALITY
1. The quality provisions for Points of Delivery shall conform to the
following specifications:
a. Oxygen -- The oxygen content must not exceed two tenths (0.2%)
percent by volume.
b. Hydrogen Sulfide/Mercaptan -- Neither the hydrogen sulfide nor
the mercaptan content shall exceed one-half (1 /2) grain per one
hundred (100) cubic feet.
c. Sulfur -- The total sulfur content must not exceed five (5) grains per
one hundred (100) cubic feet.
d. Carbon Dioxide -- The carbon dioxide content must not exceed
two ( 2 ) percent by volume.
e. Total Inerts - Not more than four (4) percent by volume including
carbon dioxide and nitrogen.
f. Liquids -- The gas shall be free of water and hydrocarbons in liquid
form at the temperature and pressure at which the gas is
delivered and shall have been dehydrated prior to being
delivered by any method other than the use of calcium chloride as
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a desiccant for removal of water present therein in a vapor state
and shall in no event contain water vapor in excess of seven (7)
pounds per one million (1,000,000) cubic feet. Seller shall be
responsible for collection and disposal of any liquids that may
accumulate.
g. Dust, Gums, and Solid Matter -- The gas shall be free of dust, gums,
and other solid matter.
h. Gross Heating Value -- The gas delivered shall have a Gross
Heating Value of not less than nine hundred fifty (950) BTUs per
cubic foot.
i. Temperature -- The gas shall have a temperature of not less than
forty (40) degrees F and not more than one hundred twenty (120)
degrees F.
2. Any gas delivered by Seller to Buyer under this Contract which is
accepted by Buyer without protest within five (5) days of delivery,
shall be deemed to have met all of the quality specifications under
the Contract. If at any time gas tendered under this Contract fails to
conform to any of the quality specifications set forth above, Buyer shall
notify Seller and Buyer may, at its sole option, and in addition to pursuing
any other legal or equitable remedies available, refuse to accept
delivery pending correction of the deficiency by Seller. I f Seller has not
corrected any failure to meet quality specifications within fifteen (15) days
after receiving notice from Buyer of such failure, then Buyer has the
right to terminate this Contract after said fifteen (15) day period and
Seller shall be obligated to pay Buyer for any reasonable damages
and expenses incurred by the Buyer. I t is expressly agreed that such
damages may include direct damages and expenses incurred by the
Buyer as well as any direct damage to Buyer's gas distribution system
pipelines or facilities incurred by the City resulting from Seller's failure to
comply with the Contract's quality specifications.
3. Buyer will not accept delivery of gas under this Contract at a Gross
Heating Value of less than nine hundred fifty (950) BTU per cubic foot.
4. Seller agrees that the gas delivered to Buyer during the Term may not
contain any odorant which is not first approved in writing by Buyer. After
the odorant to be used is approved by Buyer, it may not be changed
by Seller without the written consent of Buyer. Such consent may not be
withheld unreasonably. As of February 2016, the Buyer is using t h e
odorant Spotleak@1 007 or Sentinel S-20 . The use of this
odorant, or its equivalent, by Seller is approved by Buyer.
ARTICLE VII
INVOICING, PAYMENT, AND AUDIT
1. Invoice -- On or before the tenth (10th) day of each month, Seller shall
sendtoBuyer via email ( s ) as designated by Buyer , an
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invoice reflecting the quantity of gas delivered to and purchased by
Buyer during the preceding calendar month, which shall not be less
than the Fixed Quantity, if applicable.
2. Payment - Thirty (30) days after receipt of invoice, Buyer shall pay to
Seller the amount due pursuant to this Contract for deliveries
during the preceding calendar month. Payment shall be the sum of
the daily Index Price multiplied by the difference between the Total
Daily Gas Requirement and the Fixed Quantity; plus the sum of the
daily Fixed Quantity Payment as defined in and based on the
payment structure in Exhibit D; plus the sum of the Daily Reservation
Fees for the month; plus beginning September 1, 2016 the difference
between the Index Price and the actual cost of gas delivered to the
Padre Island System as defined in Exhibits A & B multiplied by the
actual volumes delivered to the Padre Island System. Provided,
however, if the Buyer pays to Seller the amount due by the fifteenth
(15) day after receipt of invoice, then Buyer shall receive a credit in
the next month's invoice equal to $0.01 multiplied by the MMBtus
reflected in the corresponding delivery month's invoice.
The remittance shall be via ACH transfer:
Pay: Bank of America, N.A.
For the Account of: NextEra Energy Power Marketing, LLC
Account No.: 3751 227650
Fed. ABA No.: 1 110-0001-2.
If Buyer in good faith disagrees with the amount of any invoice, Buyer
shall notify Seller of such disagreement so that it may be resolved
before the date for payment of such invoice. If Buyer fails to give such
notice of disagreement, or if Buyer and Seller do not resolve such
disagreement before the due date, the amount of the invoice not in
dispute shall be paid by Buyer on the due date. Such payment shall be
subject to adjustment without penalties upon final resolution of the
disagreement.
3. Adjustment of Errors -- In the event an error is discovered in any invoice or
payment hereunder, such error shall be adjusted within ninety (90) days
of the determination thereof; provided, however, that claim therefore
shall have been made within two (2) years from the date of such
invoice or payment.
4. Audit -- Each party hereto shall have, at its expense, the right at all
reasonable times to examine the books and records of the other party
pertaining to the performance of the Contract to the extent
necessary to verify accuracy of any invoice, charge, computation, or
demand made under or pursuant to this Contract. Each party agrees to
keep records and books of account in accordance with generally
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accepted accounting principles and practices in the industry. Any
invoice shall be final as to both parties unless questioned within two (2)
years after payment of such invoice.
ARTICLE VIII
TERM
Subject to the provisions of this Contract, this contract shall be effective and
continue in full force from the date of the termination of the Gas Supply
Purchase Contract entered into as of July 1, 2011 between Seller and Buyer until
9:00 a.m., CST, on July 31, 2021 (the"Term").
ARTICLE IX
FORCE MAJEURE
1. Definition of Force Majeure -- The term "force majeure" as employed
herein shall mean acts of God, strikes, lock outs, or other industrial
disturbances, acts of public enemy, sabotage, wars, blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires,
storms, floods, high water, washouts, or other natural disasters, threat
of physical harm or damage resulting in the evacuation or shutdown
of facilities necessary for the production, delivery, receipt or storage of
gas, arrests and restraints of governments and people, civil
disturbances, explosions, breakage or accident to machinery or lines
of pipe, the necessity for testing or for making repairs or alterations to
machinery or lines of pipe, partial or entire failure of wells, processing,
storage or transportation facilities, or gasification and gas
manufacturing facilities, the orders of any court, regulatory body or
government authority or agency having jurisdiction, or the refusal or
withdrawal of any necessary order, certificate or permit by any court,
regulatory body or governmental authority or agency having
jurisdiction, operational flow orders or implementation of system
management plans or any other acts or omissions (including failure to
take or deliver gas) of a transporter of Gas for either Buyer or Seller not
caused by any acts or omissions of Buyer or Seller, and any other
causes, whether of the kind herein enumerated or otherwise, not
within the control of the party claiming suspension of Contract
obligations and which, by the exercise of due diligence, such party
or its subcontractor is unable to overcome. Nothing contained
herein, however, shall be construed to require either party to settle a
strike against itswill.
2. Effect of Force Majeure -- In the event either Seller or Buyer is rendered
unable by force majeure to itself or a necessary third party to wholly or
in part carry out its obligations under the provisions of this Contract, it is
agreed that the party so affected shall give notice within seventy-two
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(72) hours to the other party, and the obligations of the party affected
by such force majeure, other than the obligation to make payments
hereunder, shall be suspended during the continuance of any inability so
caused but for no longer period, and such cause shall so far as possible
be remedied with all reasonable dispatch.
ARTICLE X
SUCCESSORS AND ASSIGNS
No assignment of this Contract or any of the rights or obligations under this
Contract, whether by purchase, merger, consolidation, or otherwise, shall be
made unless there first shall have been obtained the written consent to the
assignment of the non-assigning party. Such consent may not be withheld
unreasonably. Seller or Buyer may pledge or assign its respective right, title, and
interest in, to and under this Contract to a trustee or trustees, individual, or
corporate, as security for bonds or other obligations or securities without the
necessity of such trustee(s) becoming in any respect obligated to perform the
obligations of the assignor under this Contract. This Contract is for the sole
benefit of the parties hereto and their respective successors and permitted
assigns, and shall not inure to the benefit of any other person or entity
whomsoever, it being the intention of the parties hereto that no third person
shall be deemed a third party beneficiary of this Contract or otherwise have
any rights hereunder.
ARTICLE XI
WARRANTY OF TITLE
SELLER WARRANTS THE TITLE TO ALL GAS DELIVERED UNDER THIS CONTRACT. THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. EXCEPT AS SPECIFICALLY
PROVIDED HEREIN, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
ARTICLE XII
INDEMNITY AND LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY TEXAS LAW, SELLER, ITS OFFICERS, MEMBERS,
PARTNERS, EMPLOYEES, AGENTS, AND LICENSEES (FOR THE PURPOSES OF THIS
ARTICLE CALLED "SELLER") HEREBY FULLY INDEMNIFIES, SAVES AND HOLDS
HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AGENTS,
LICENSEES, AND INVITEES ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY,
DAMAGE, LOSS ,CLAIMS, DEMANDS, AND ACTIONS OF ANY NATURE
WHATSOEVER ON ACCOUNT OF PERSONAL INJURY (INCLUDING, WITHOUT
LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH
CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND
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WHATSOEVER:, WHICH ARISES OUT OF OR IS IN ANY MANNER .CONNECTED
WITH, OR IS CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED
WITH SELLER'S INTENTIONAL OR NEGLIGENT ACTS IN ITS RESPECTIVE CONTROL
WITH REGARD TO THE DELIVERY OF GAS. SELLER MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL THOSE CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND
ALL OTHER COST AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, OR ACTIONS.
TO THE EXTENT ALLOWED BY TEXAS LAW AND SUBJECT TO COMPLIANCE WITH
APPLICABLE TEXAS CONSTITUTIONAL REQUIREMENTS, THE CITY HEREBY FULLY
INDEMNIFIES, SAVES AND HOLDS HARMLESS SELLER, ITS OFFICERS, EMPLOYEES,
AGENTS, LICENSEES, AND INVITEES ("SELLER GROUP") AGAINST ANY AND ALL
CLAIMS, FOR PERSONAL INJURY (INCLUDING WORKERS' COMPENSATION AND
DEATH CLAIMS) OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER,
WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE
CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH, THE
CITY'S INTENTIONAL OR NEGLIGENT ACTS IN ITS RESPECTIVE CONTROL WITH
REGARD TO THE RECEIPT OF GAS BY THE CITY. THE CITY MUST, AT ITS OWN
EXPENSE, INVESTIGATE ALL SUCH CLAIMS, ATTEND TO THEIR SETTLEMENT OR
OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO SELLER, AND PAY ALL CHARGES FOR ATTORNEYS AND ALL
OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID CLAIMS.
THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURE OF DAMAGES
PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR
BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
DAMAGES IS PROVIDED,SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL
BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR'S LIABILITY SHALL BE LIMITED
AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT
LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS
EXPRESSLY HEREIN PROVIDED, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT
ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE
AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR
IN EQUITY ARE WAIVED. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN NO
EVENT, WHETHER AS A RESULT OF BREACH OF CONTR ACT, WARR ANTY, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER WISE, SHALL EITHER PARTY
BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFIT OR REVENUES, OR FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL INDIRECT, PUNITIVE OR EXEMPLARY
DAMAGES.
ARTICLE XIII
TRANSFER OF TITLE TO AND POSSESSION OF GAS
Page 12 of 28
1. As between Buyer and Seller, Seller shall be deemed in control and
possession of the gas sold and purchased under this Contract and
responsible for any damage or injury caused thereby until the same shall
have been delivered to Buyer at the Points of Delivery in accordance
with terms of this Contract.
2. As between Buyer and Seller, Buyer shall be in control and possession of
the gas sold and purchased under this Contract and responsible for any
damage or injury caused thereby after the same shall have been
delivered to Buyer at the Points of Delivery in accordance with terms of
this Contract.
ARTICLE XIV
REGULATORY BODIES
1. This Contract is subject to all valid orders, rules and regulations of any
State, federal or other regulatory body having jurisdiction over the
purchase, sale or use of the gas sold, and the parties agree to comply
with such orders, rules, and regulations. Should either of the parties, by
law or regulation, be ordered or required to do any act inconsistent with
the provisions of this Contract, this Contract shall be deemed to be
modified to conform with such law or regulation.
2. Each of the parties understands that, should the Texas Railroad
Commission, or other governmental regulatory body, require approval
for the sale and purchase of gas under this Contract, then, each of the
parties will make any necessary applications or filings and will submit
any records or data to the regulatory body so that requisite regulatory
authorization may be granted.
3. If any order, rule or regulation of any State, federal or other regulatory
body significantly alters the relative benefits and burdens of the parties
under this Contract, Buyer and Seller shall revise this Contract to restore
the balance of risks, rewards, and costs originally set forth i n this
Contract; provided, however, if the parties cannot mutually agree to
revise the Contract, the matter may be submitted to either a dispute
resolution process in accordance with the provisions herein or as
otherwise agreed to by the parties.
ARTICLE XV
CONTRACT ADMINISTRATOR
The Contract Administrator designated by the City is responsible for approval
of all phases of performance and operations under this Contract including
deductions for non-performance and authorizations for payment. All of Seller's
notices or communications regarding this Contract must be directed to Bill
Mahaffey, Director of Gas Operations, 2726 Holly Road, Corpus Christi, TX 78415.
ARTI CLE XVI
Page 13 of 28
INDEPENDENT CONTRACTOR
Seller will perform the services hereunder as an independent contractor and will
furnish services in its own manner and method, and under no circumstances or
conditions may any agent, servant, or employee of Seller be considered as an
employee of the City.
ARTICLE XVII
INSURANCE
1. Insurance requirements are attached to and incorporated with this
Contract as Exhibit "C", and may be revised annually by the Contract
Administrator upon 30 days written notice to Seller. Notwithstanding the
aforementioned, any such revision shall be subject to the following: (i)
Seller's prior written consent, not to be unreasonably withheld, delayed or
conditioned; (ii) that the requested insurance is both reasonably and
commercially available; and (iii) that any incremental insurance-related
costs resulting from the City's request would be assumed and paid by the
City."
2. Before activities can begin under this Contract, Seller's insurance
company must deliver a Certificate of Insurance as proof of the
required insurance coverage to the Contract Administrator.
3. Additionally, the Certificate must state that the City will be given at
least 30 days notice of cancellation or intent not to renew any of the
policies.
4. The City must be named as an additional insured in each applicable
policy identified in Exhibit "C", Section II(D). The City Attorney must be
given copies of all certificates of insurance within 15 days of the
Contract Administrator's written request to Seller.
ARTICLE XVIII
CERTIFICATE OF INTERESTED PARTIES
Seller agrees to comply with Texas Government Code section 2252.908 and
complete Form 1295 Certificate of Interested Parties as part of this contract, if
required. For more information, please review the information on the Texas
Ethics Commission website at https://www.ethics.state.tx.us.
ARTICLE XIX
CONFLICT OF INTEREST
Seller agrees to comply with Chapter 176 of the Texas Local Government Code
and file Form CIQ with the City Secretary's Office, if required. For more
information and to determine if you need to file a Form CIQ, please review the
Page 14 of 28
information on the City Secretary's website at
http://www.cctexas.com/government/city-secretary/conflict-disclosure/index.
ARTICLE XX
SUBCONTRACTORS
Seller may use subcontractors and affiliates of Seller in connection
with the work performed under this Contract. When using subcontractors
and affiliates of Seller, however, Seller must obtain prior written approval from
the Contract Administrator, which shall not be unreasonably withheld. In using
subcontractors, Seller is responsible for all their acts and omissions to the
same extent as if the subcontractor or affiliate and its employees were
employees of Seller. All requirements set forth as part of this Contract are
applicable to all subcontractors and affiliates and their employees to the
same extent as if the Seller and its employees had performed the services.
ARTICLE XXI
FISCAL YEAR
All parties recognize that the continuation of any Contract after the close of
any fiscal year of the City, which fiscal year ends on September 30 annually, is
subject to appropriations and budget approval providing for such Contract
item as an expenditure in that budget. The City does not represent that the
budget item will be actually adopted, that determination being within the
sole discretion of the City Council at the time of adoption of each budget.
ARTICLE XXII
WAIVER
No waiver of any breach of any term or condition of this Contract waives any
subsequent breach of this Contract.
ARTICLE XXIII
COMPLIANCE WITH LAWS
This Contract is subject to all applicable federal and State laws. All duties of the
parties will be performed in Nueces County, Texas. The applicable law for any
legal disputes arising out of this Contract is the law of the State of Texas.
ARTICLE XXIV
VENUE
The venue for any disputes under this Contract is the United States District
Court for the Southern District of Texas - Corpus Christi Division Located in
Nueces County, Texas, and if such court refuses jurisdiction, then the appropriate
district, county, orjustice court in and for Nueces County,Texas.
Page 15 of 28
ARTICLE XXV
AMENDMENTS
This Contract may be amended only by written agreement signed by duly
authorized representatives of both parties to this Contract.
ARTICLE XXVI
TERMI NATION
1. Either party may terminate this Contract for the other parties' failure to
perform the services specified in this Contract. Failure to keep all
insurance policies in force for the entire term of this Contract is grounds for
termination by City.
2. The terminating party must give the other party twenty (20) business days
written notice of the breach and set out a reasonable opportunity to
cure.
3. If the breaching party has not cured within the cure period, the other
party may terminate this Contract immediately after the cure period.
Such date is an "Early Termination Date".
As of the Early Termination Date, the non-defaulting party shall determine, in
good faith and in a commercially reasonable manner, the amount owed
(whether or not then due) with respect to, the "Net Settlement Amount,"
which is the sum of (1) the quantity of gas which was not part of the Fixed
Quantity delivered and received between the parties on and before the •
Early Termination Date for which payment has not yet been made by the
City under this Contract multiplied by the Index Price, plus all other
applicable charges; plus (ii) the Replacement Value; plus (iii) the Fixed Price
Termination Value. Neither party shall be liable for any delivery or receipt
obligations after the Early Termination Date, except for the Fixed Price
Termination Value.
The "Replacement Value" shall be the Non-Delivered Gas Quantity
multiplied by the Adder, plus the Daily Reservation Fee times the days
remaining in the Term.
The "Non-Delivered Gas Quantity" is the total estimated daily gas
requirement for resale within the operation of City's distribution system
for the remainder of the Term, minus the Fixed Quantity.
The " Fixed Price Termination Value" means the difference (if any)
between the Fixed Price and the Market Price multiplied by the Fixed
Quantity for the remainder of the Term, plus all of Seller's out of pocket
costs to market and sell the Fixed Quantity.
Page 16 of 28
"Market Price" means the price for gas in a similar transaction at the
Delivery Point determined by the non-defaulting party in a commercially
reasonable manner.
Notice shall be given by the non-defaulting party to the defaulting
party of the Net Settlement Amount due to Seller from Buyer (the
"Notice"). The Notice shall include a written statement explaining in
reasonable detail the calculation of the Net Settlement Amount. The Net
Settlement Amount as well as any applicable set-offs between the
parties as allowed by law, shall be paid by the close of business on the
second Business Day following such Notice, which date shall not be
earlier than the Early Termination Date. Interest on any unpaid portion
of the Net Settlement Amount as adjusted by setoffs, shall accrue from
the date due until the date of payment at a rate equal to the lower of
(i) the then-effective prime rate of interest published under "Money Rates"
by The Wall Street Journal, plus two percent per annum; or (ii) the
Texas maximum applicable lawful interest rate for municipalities.
Notwithstanding any other provision of this Contract, if Buyer fails to pay
Seller any amounts due under the Contract on a timely basis, Seller shall
have the right to (a) suspend performance under the Contract until
such delinquent amounts plus accrued interest calculated at a rate
equal to the lower of (i) the then-effective prime rate of interest published
under " Money Rates" by The Wall Street Journal, plus two percent per
annum; or (ii) the Texas maximum applicable lawful interest rate for
municipalities, have been paid or (b) exercise any remedy available
at law or in equity to enforce payment of such amount plus interest,
provided, however, that if the City, in good faith, disputes the amount
of any such billing or part thereof and pays such amounts as it concedes
to be correct, no suspension shall be permitted.
ARTICLE XXVII
NOTICE
Notice must be given by fax, hand delivery, or certified mail, postage
prepaid, and is deemed received on the day faxed or hand delivered or on
the third day after deposit if sent certified mail. Notice shall be sent as
follows:
If to Buyer: If to Seller:
City of Corpus Christi NextEra Energy Power Marketing, LLC
Attn: Bill Mahaffey Attn: John Ragan
Director of Gas Operations VP Midstream Operations
2726 Holly Road 601 Travis Street, Suite 1900
Corpus Christi, TX 78415 Houston, TX 77002
Page 17 of 28
Telephone: (361) 826-1801 (561) 304-5343
Facsimile: (361) 826-1889 (713) 225-1464
Email: BillM@cctexas.com John.Ragan@nexteraenergy.com
Page 18 of 28
AGREED TO BY:
BUYER: CITY OF CORPUS CHRISTI SELLER: NextEra Energy Power
Marketing, LLC Legal
.y Review
Go Iletr
City Man er 1
Date: 7' 24-146 Date: 7 * 18 ' 110 -o
Attest:
Rebecca Huerta
City Secretary
Approved as to form: This 0)-- day of , 2016
Miles Risley
City Attorney v
6 v 2 4
By:
Lisa Aguilar SI COUNCIL_...�.. ...� �p
Assistant City Attorney /
SECRETARY"
EXHIBITS:
Exhibit A List of Points of Delivery
Exhibit B Map of Delivery Points
Exhibit C Insurance Requirements
Exhibit D Fixed Price Addendum
Exhibit E Fixed Price Confirmation
Page 19 of 28
EXHIBIT"All
POINTS OF DELIVERY(EXISTING AND POSSIBLE)
•
NORMAL. ` MAXIMUM MAXIMUM
OPERTAIN5=ANTICIPATED ANTICIPATED:
LOCATIONS PRESSURE PRESSURE FLOW RATE REMARKS;See exhibit"B",Map of Possible Delivery Points
CORPUS CHRISTI SYSTEM
1GUSH STATION 145 150 1350 MCF/HR Possible Alternate DelieeyP6-n tocatiwi
2SHELLROAD STATION 145 ISO 1350MCFjHR: Possible Alternate DelIvey P r Lguar;
3XOSARSTATION 145 150 1350E10E/1-IPC PossibleAlternate Delivery Pc4r4.Lc bray
BOLD BROWNSVILE.RD/SMATOGA STATION 145 150 1350 hWCFIHP Possible Alternate Delivery Print lacat ort
S BEAR LANs SLA ON 14S 150 1350 MCF/HR Passible Alternate Delivery Ec.i Loccatioro
fiOLD BROWf1.S 1(LE RD/WEST POiIvTSTATION 145 150 1350MCF/HR : P-ocsible.Alternate Deliver,PccitLccatiel
ANNA VIIIE(CAIALLEN SYSTEM
7 Writ STATION 11S 100 2 t5lF,+HR Possible Ak.emate Deli ti Pals thcsJc�t
8TU1OSOSTATION 145 100 159>.CF;HR. Possible Alienate Mi-lreryr"^wttca1ioit
9'LEOPARD S1RET/CI&R1\4OODSTAPOT 145 1(0 100liII:F/YR PosyiUekern:,ateDelivery Feint Location
10 RF:EWAlit)LIOPARDSIMEON 165 200 207 T:F/HR fristirigirtyofCorms Christi Deli ter{Print ERS:ROW
PADRE ISLAND SYSTEM
Existrig Smaticrdsss P pei e OeS;ery Point.
11 PADRE ISLAND SYSTEM 150 150 150 MC.F/DAY City owned ease tent,regL4atiert and rneastreme t facilities
Current cenkructienwIIint_rro ctCo±rp sChny.,syste=mwth
Padre Island system,ibis delivery pcian Mil be slyer*tern.
NOTE,Other delivery points can be considered
Page 20 of 28
Exhibit B
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Page 21 of 28
Exhibit C
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained and such insurance has been approved by the City, such approval not to be
unreasonably withheld. Contractor must not allow any subcontractor to commence work
until all similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Director of Gas Department, one
(1) copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and
Auto Liability policies and a waiver of subrogation is required on all applicable policies.
Endorsements must be provided with Certificate of Insurance. Project name and/or
number must be listed in Description Box of Certificate of Insurance. Contractor may
satisfy the additional insured and waiver of subrogation endorsement requirements by
using blanket endorsements.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, or Per occurrence-aggregate
termination required on all
certificates and policies.
Commercial General Liability $5,000,000 Per Occurrence (Satisfied with
including: any combination of primary and excess
1 . Commercial Broad Form insurance)
2. Premises -Operations
3. Products/ Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Underground Hazards
7. Explosion&Collapse
AUTO LIABILITY(including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Exhibit.
Company is not
domiciled in Texas)
$500,000/$500,000/$500,000
Employer's Liability
In the event of accidents of any kind related to this contract, Contractor must
furnish the Risk Manager with copies of all non-privileged accident reports by
Page 22 of 28
the later of either (i) 10 days after Contractor's receipt of such report, or (ii) 10
days after the City's request for such report.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers'
compensation coverage through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by
the Texas Department of Insurance. The workers' compensation coverage
provided must be in an amount sufficient to assure that all workers'
compensation obligations incurred by the Contractor will be promptly
met. An All States Endorsement shall be required if Contractor is not
domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the
duration of this Contract, and any extension hereof, at Contractor's sole
expense, insurance coverage written on an occurrence basis by
companies authorized and admitted to do business in the State of Texas
and with an A.M. Best's rating of no less than A- VII.
C. Contractor shall be required to submit a copy of the replacement
Certificate of Insurance to City upon reasonable request at the address
provided below within 10 days as requested by the City. Contractor shall
pay any costs incurred resulting from providing a copy of any
replacement Certificate of Insurance. All notices under this Exhibit shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all
insurance policies are to contain or be endorsed to contain the following
required provisions:
• List the City and its officers, officials, employees, and volunteers, as
additional insureds by endorsement with regard to operations, completed
operations, and activities of or on behalf of the named insured performed
under contract with the City, with the exception of the workers'
compensation policy and employer's liability policy.
• Provide for an endorsement that the "other insurance" clause shall not
apply to the City of Corpus Christi where the City is an additional insured
shown on the policy;
Page 23 of 28
• Workers' compensation and employers' liability policies will provide a
waiver of subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of
any, cancellation, non-renewal, or termination in coverage and not less
than ten (10) calendar days advance written notice for nonpayment of
premium.
E. Within thirty (30) calendar days of a cancellation, non-renewal, or
termination of coverage, Contractor shall provide a replacement
Certificate of Insurance and applicable endorsements to City. City shall
have the option to suspend Contractor's performance should there be a
lapse in coverage at any time during this contract. Failure to provide and
to maintain the required insurance shall constitute a material breach of
this contract.
F. In addition to any other remedies the City may have upon Contractor's
failure to provide and maintain any insurance or policy endorsements to
the extent and within the time herein required, the City shall have the right
to order Contractor to stop work hereunder, and/or withhold any
payment(s) which become due to Contractor hereunder until Contractor
demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the
extent to which Contractor may be held responsible for payments of
damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self-insurance carried by the
City of Corpus Christi for liability arising out of operations under this
contract.
I. It is understood and agreed that the insurance required is in addition to
and separate from any other obligation contained in this contract.
2015 Insurance Requirements
Gas Utilities
Natural Gas Supply Agreement
11/23/2015 ds Risk Management
Page 24 of 28
Exhibit D
Price Addendum for Fixed Quantity (as defined in the Natural Gas Supply
Contract)
Note: For each Fixed Price Option, the "Fixed Quantity Payment" will be
calculated as described in that Option.
Fixed Price Option A - All Fixed Price:
The Fixed Price for the Fixed Quantity shall be (1) Fixed HSC Price plus (ii) Adder
Fixed Quantity- no more than 5,000 MMBtu per day
Fixed Price Term -TBD
Fixed HSC Price - $X.XX per MMBtu
Adder- As per contract paragraph II1.2.a.
(A) For any day during the Fixed Price Term where the Total Daily Gas
Requirement is below the Fixed Quantity, the Buyer shall pay the Seller the
Fixed Quantity Payment, which shall be: (i) Fixed Price for the Total Daily
Gas Requirement plus or minus (ii) applicable Usage Shortfall Payment. If
the Usage Shortfall Payment is positive, Buyer shall pay Seller the Usage
Shortfall Payment and if the Usage Shortfall Payment is negative, Seller
shall pay Buyer the absolute value of the Usage Shortfall Payment.
Where,
"Usage Shortfall Payment" shall mean (i) Usage Shortfall multiplied by (ii)
Net Liquidation Value.
"Usage Shortfall" shall mean (i) Fixed Quantity minus (ii) Total Daily Gas
Requirement
"Net Liquidation Value" shall mean (i) Fixed HSC Price minus (ii) HSC Index
"HSC Index" shall have the meaning as defined in Article II, subsection 2
(B) For any day during the Fixed Price Term where the Total Daily Gas
Requirement is equal to or above the Fixed Quantity, the Buyer shall pay
the Seller the Fixed Quantity Payment, which shall be: (i) Fixed Price for the
Page 25 of 28
Fixed Quantity plus (ii) Index Price for the amount of the Total Daily Gas
Requirement that exceeds the Fixed Quantity.
Where,
"Index Price" is defined in Article II, subsection 2
Fixed Price Option B - Fixed Henry Hub Price with floating Basis:
The Fixed Price for the Fixed Quantity shall be (I) Fixed Henry Hub Price plus (ii)
Adder plus (iii) Actual Basis
Fixed Quantity- no more than 5,000 MMBtu per day
Fixed Price Term -TBD
Fixed Henry Hub Price - $X.XX per MMBtu
Adder- As per contract paragraph IIl.2.a.
Where,
"Actual Basis" shall mean (i) HSC Index minus (ii) Daily Henry Hub Index
"Daily Henry Hub Index" shall mean the price per MMBtu posted in Platts,
Gas Daily, under the headings "Daily Price survey ($/MMBtu)", in the
section "Louisiana/Southeast", in the row "Henry Hub" and in the column
titled "Midpoint".
"HSC index" shall have the meaning as defined in Article II, subsection 2
(A) For any day during the Fixed Price Term where the Total Daily Gas
Requirement is below the Fixed Quantity, the Buyer shall pay the Seller the
Fixed Quantity Payment, which shall be: (i) Fixed Price for the Total Daily
Gas Requirement plus or minus (ii) applicable Usage Shortfall Payment. if
the Usage Shortfall Payment is positive, Buyer shall pay Seller the Usage
Shortfall Payment and if the Usage Shortfall Payment is negative, Seller
shall pay Buyer the absolute value of the Usage Shortfall Payment.
Where,
"Usage Shortfall Payment" shall mean (1) Usage Shortfall multiplied by (ii)
Net Liquidation Value.
"Usage Shortfall" shall mean (i) Fixed Quantity minus (ii) Total Daily Gas
Requirement
Page 26 of 28
"Net Liquidation Value" shall mean (i) Fixed Henry Hub Price minus (ii)
Daily Henry Hub Index
(B) For any day during the Fixed Price Term where the Total Daily Gas
Requirement is equal to or above the Fixed Quantity, the Buyer shall pay
the Seller the Fixed Quantity Payment, which shall be: (i) Fixed Price for the
Fixed Quantity plus (ii) index Price for the amount of the Total Daily Gas
Requirement that exceeds the Fixed Quantity.
Where,
"Index Price" is defined in Article II, subsection 2
Page 27 of 28
Exhibit E
Sample - Fixed Price Confirmation
The parties hereby agree:
Fixed Quantity- MMBtu per day
Fixed Price Term-
Fixed Henry Hub Price- $ per MMBtu
Fixed HSC Price- $ per MMBtu
Fixed Price Option Type:
Option A (Fixed HSC Price) Option B (Fixed Henry Hub Price)
AGREED TO BY:
BUYER: CITY OF CORPUS CHRISTI SELLER: NextEra Energy Power Marketing
LLC
City Manager
Date: Date:
Attest:
Rebecca Huerta
City Secretary
Approved as to form: This day of , 2016
Miles Risley
City Attorney
By:
Lisa Aguilar
Assistant City Attorney
Page 28 of 28
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-76865
NextEra Energy Power Marketing, LLC
Juno Beach, FL United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/27/2016
being filed.
City of Corpus Christi,TX Date Ackn wledgedf,_'�
►� a 1 c
3 Provide the identification number used by the governmental entity or state agency to track or identify the Contract,and provide a
description of the services,goods,or other property to be provided under the contract.
REP No.12
Natural Gas Supply to City
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Van Camp,Stacey Houston,TX United States X
Ridder,Allison Juno Beach, FL United States X
North,Jack Corpus Christi, TX United States X
Marye,David Houston,TX United States X
Guerra, Michael Houston, TX United States X
Wall,Jr., Lawrence Houston,TX United States X
NextEra Energy Resources, LLC Houston,TX United States X
etAviewQC
By Legal ,
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
.01.1.40#41,
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Notory Public,Store of Texas
lirk�i• . Comm.Expires 01.14-2020
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„� Notary ID 126033175 -�--
Si. • . of authorized arent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE 1,c --(
Sworn to and subscribed before me,by the said ✓ • S �'et. ,this the Z `J day of U- '
20 Its' ,to certify which,witness my hand and seal of office.
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I,GUra.2 J6-x1,1;61/Lk. �h SC �- �
iii Siggatt -of officer. oath Printed name of o dministering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021