Loading...
HomeMy WebLinkAboutContract 27281 CITY SECRETARV TERMS AND CONDITIONS FOR SUPPLY OF LANDFILL GAS CONTRACT No, These Terms and Conditions for the Supply of Landfill Gas("Terms"), together with any Offer for Supply of Landfill Gas ("Offe(w) and any other attachments,exhibits or appendices(including, as appropriate, one or more Pdce Sheets)as may be hereafter agreed to by Buyer(the term Buyer includes its employees,a�n�d/o�r agents,as appropriate), and Seller(the term Seller includes, its assigne,es and/or as appropriate its employees,agents and/or subcontractors), shall constitute the""Agreement"for the supply of landfill gas to,the Premise(s)of' Buyer. Seller and Buyer may hereinafter be referred to individually as a "Party" and col:lectively as the "Parties". "Premise(s)" herein means, Buyer's Village Creek Wastewater Treatment Plant located in Tarrant County, Texas. A "Price Sheet(s)" is a document(s) containing a description of the method: for determining charges payable by Buyer to Seller for land�fill gas supplied pursuant to this Agreement,for specified Premises and sha�ll contain the Offer Price. A condition precedent for the effectiveness of'the Agreement shall be, the execution of a separate Offer,,and agreement by the Parties on the terms contained in the appropriate Pdce Sheet(s). 1. SUBJECT MATTER AND QUANTITY. 1.1 Subject to the limitations set forth herein, Seller shall sell and cause delivery of, and Buyer shia�ll purchase and receive, for use only at the Pr�emise(s),or pay for if not taken, at least 525,600 MMBtu (Base Supply Gas)of landfill gas during each annual period beginning with the date of first deliveries of landfill'gas,hereunder. For the purposes of the Agreement, an "MMBtu" is equal to one million Btu and a,"Btu" is the amount of heat required to ra,i�s,e the temperature of one avoirdupois pound of pure water from 58.5 degrees Fahrenheit to 59,.5 degrees Fahrenheit under standard pressure of 30 inches of mercury at or nea,r its point of maximum density. If the, amount of diges,ter gas produced in the wastewater treatment process increases over the,current level, thien the parties agree that the amount of Base Supply Gas will be reduced by the corresponding amount to reflect the inc�reased availlabil�i�ty of digester gas. Seller agrees that the Landfill Gas sold hereunder will be delivered in as nearly a uniform hourly and daily rate of flow as, is practicable, subject to operating limitations of Seller y s Facilities and the Gas Collection System. 11.2 Seller's obligation to sell landfill gas during the term of this Agreement will continue only for so long as Seller continues to manage the operation of the two Solar Taurus 60 gas turbine generators located on the Premises (the "Generators"). If for any reason Seller ceases,to manage the operation of such Generators, Se�ller may terminate this Agreement upon, 90 days prior written notice to Buyer; provided, however, that Seller will make reasonable efforts to assign this Agreement in its entirety to, any successor operator of such Generators. If for any reason th�is Agreement is terminated prior to the end of the Agreement Term, then Seller may, at its option, terminate the City of Fort Worth — Village Creek Project Professional Services Agreement between the parties, dated December 20i, 2000, upon 30 days prior written notice to Buyer. If Buyer becomes the operator of the Generators, this Agreement shall continue unabated. 1.3 The parties acknowledge and agree that Seller's ability to sell and Buyer's ability to buy landfill gas under this Agreement will be limited by Force Majeure events and normal m,a�lintenan,ce operations (planned and unplanned) on the Premises (i,ncliudi�inig the Generators on the Premises), and the Landfill Gas Collection,System to which the Premises w�ill be connected. "Landfill Gas Collection System" means, the network of recovery wel�ls and interconnecting p�ipes together with attendant valves, pumps, compressors, dehydration equipment, monitoring and measuring devices and distribution pipelines, and: other lext'raction and transpo�rtation-related equi�pment, including the blower/flare, located at the Landfill or utillized to, transport or deliver the landfill gas to the Premises. Notwithstanding anything contained herein, Seller's obligation to deliver landfill gas,will be limited to the amount of landfill gas that is "Landfill"); provided, however,, if the amount of produced and delivered to Seller from the Arlington Landfill in Arlington, Texas (the landfill gas that is produced from the Landfill is less than the Base Gas Supply, the Base Gas Supply shall be reduced to the amount of landfill gas that is delivered. 11. REGULATORY FILINGS. Seller, at its sole cost and expense, shall be responsible for a�ll fi�lings and obtaining all governmental and other permits, licenses and authorizations necessary to commence the sale and delivery of landfill gas to,the Poi�nt of Delivery. Buyer shall cooperate fully with Sel�ler in these efforts. "'Point of Delivery" herein shall mean a mutually agreeable location at or near the existing gas measurement facilities on the northeast property line of the Premises, Seller will keep Buyer advised regarding its progress, toward obtaining the necessary authorizations. All permits, licenses, authorizations, rights-of-way and financing for the project must be obtained on or before September 30, 2002, or either Party may terminate the Agreement without further obligation or liability to the other Party. If either Party terminates this Agreement pursuant to this Paragraph 11, Seller s,hal�l have no right to:terminate the City of Fort Worth—Village Creek Professional Services Agreement between the parties dated December 20,2000. Ill. TERM. The"Agreement Term"' shall be the time period, as referred to in the Offer, during which the prices contained in the Price Sheet(s)are and shall remain in force. IV. CALCULATION AND �PAYMENT OF CHARGES. 4.1 Seller will invoice Buyer for landfill gas delivered to the Premise(s) on or before the 15�th day of each month of the AgreementTerm, and for any other amounts due from Buyer,to Seller hereunder, in accordance with the applicable,Price Sheet. Buyer will pay the:invoiced amount on or before the 30th day of the month in which Seller's invoice is received. If Buyer in good faith disputes any portion of Seller's 4w6ce, Buyer will pay the undisputed portion with�in the time stated above, and concurrently advise Seller in writing of the particulars of such dispute. In the event that Buyer gives notice of such dispute, the Parties shall, for a pedod of thirty calendar days following Seller's receipt of that notice, pursue diligent, good faith efforts to resolve the dispute. Following resolution of the dispute, any amount found payable shall be reflected in the next month's invoice,to Buyer and paid by the due date for such invoice. If Buyer fails to pay any amount due(including any disputed amount withheld, which is subsequently found to have been payable), or if t�he Parties are unable to resolve a City of Fort Worih Page I of'4 J"A dispb' ted invoice during that thirty day period, interest will accrue on the unpaid portion at a rate equal to the lesser of: (i) three percent above the "Prime Rate" as published in The Wall Street Journal under "Money Rates," from time to time, or an appropriate substitute i should Such rate cease to be published,or(ii)the highest rate allowed by law,from the date such payment is due until the same,is paid. 4.2 No Party re�ce�ivinig proceeds under this Agreement may request any adjustment or correction, of any statement or payment unless written notice of such request for adjustment or correction is furnished w�i�th�in two years,after payment therefor has been made., 43 Payments may be made by check,wire transfer, d'i�rect debit or electronic data interchange(on terms reasonably acceptab�le to both Parties), and notwithstanding anything to the contrary contained herein, must be rece�ive�d by the receiving Party on or before the dates specified in Article 11 of the Offer. The address to which payments,are to be made shall be as set forth in the Offer. For Buyer to pay Seller other than by check, Buyer needs to obtain required information Vagreements with Seller. V. METERING EQUIPMENT. 5.1 The,supply,of landfill gas shall be measured by Metering Equipment. "Metering Equipment"herein shall' mean any and all equipment required for the measurement of landfill gas and the times during which said landfill gas,is consumed. The Metering Equipment will tested for accuracy on a regular schedule, but,at least once per month, by Seller or its agent. Following any test, any measuring equipment found to be inaccurate at,a level exceeding manufacturer's specifications, must be adjusted immediately to measure within such specifications. For the purpose of instrument and meter calibration, the atmospheric pressure is assumed, unless otherwise established by the Standard Gas Measurement Law,,to,be 114.4 psia. Copies of all testing data shall be submitted to Buyer with each following month's invoice. 5.2 Seller shall give two days prior notice to Buyer of the time of all tests of the Metering Equipment so that Buyer may have its, representative present dur�ing such tests,- provided, howeverl that if Seller gives such notice and Buyer's, representative (to, be identified by Buyer upon commencement of initial delivery) is not present at the time specified, Seller or i�ts,agent may proceed with the test. 5.3 Meter measurements will be deemed to be correct except where the meter i's found to be inaccurate by more than 1%,fast or slow, or to have failed to register, in either of which cases the Metering Eq:u,ipment will be repaired or replaced at the sole cost and expense of Seller. The quantity of gas delivered while a meter is,inaccurate by more than 1%or fails to register wi�ll be determined by correcting the error in the Metering Eq�u�ipim�en:t by the percentage of the error if it is ascertainable by calibration or mathematical calculation. If not so ascertainable, such quantity of gas will be determined by estimating the quantity on the basis of'deli,veries under similar conditions when the Metering Equipment was registering accurately. Such,adjustment or correction will be made only for 1/2 of the period that has elapsed since the previous test, however, no such adjustment or correction will exceed a time period of 15 days. 5.4 The specific gravity and the gross heating value of the landfill gas will be determined by on-site sampling and laboratory analysis. Al�l samples will be taken in a composite sampler that takes samples at least o�nce per hour for one month during the time gas was a�ctuailly flowing through the system. The laboratory analysis will yield an average specific gravity and gross heating value for the month. For the purpose of measuring the gross heating value of the gas, the water vapor,content is the actual water vapor content of the gas as delivered to Buyer,, but if the water vapor content is seven pounds per million cubic feet or less,the gas is deemed to be dry. 5�.5 The meters for measurement of volumes of gas hereunder must be installed and operated, and gas measurement computations must be made, 'in accordance with current industry standards, as same may change from time to time. Orifice metering must, be performed in accordance with the latest version, of A.G.A., Report No. 3 - ANSI/API 2530. Positive displacement and rotary metering must be performed in accordance with the latest version of ANSI B109.1, B109.2 or B109.3. Ultrasonic metering m�u�st be performed in accordance with the latest version of A.G.A. Report No. 9. Electronic gas measurement must be p�e!rform�ed in accordance with the latest, version of API: Manual of Petroleum Measurement S�tandards, Chapter 2,1 - Flow Measurement, Using Electronic Metering Systems. 5.,6 The unit of measurement is!one cubic foot at a pressure base of 14.65 psia and a�t a temperature base of 60 degrees Fahrenheit. Meter measurements wiil�l be computed by Seller into such units in accordance with the Ideal Gas Laws for vo�lume variations due to metered pressure and corrected for deviation using average values of recorded specific gravity and flowing temperature,or by using the calculated specific gravity determined by the method mentioned in Paragraph 5.4; provided, however, under no circumstance will the average value of flowing temperature or specific gravity be determined for a period of less than one day., 5.7 In measurement computations, the determinations for the average values for meter pressure, specific gravity and flowing temperature will be determined only during periods when gas is,actually flowing through thie respective meter(s). VI. TERMINATION OF AGREEMENT. A material breach of this Agreement includes: (a), the failure of either Party to make any payment due to, the other Party pursuant to the terms hereof; (b) the failure of a Party to, comply with any other material term of this Agreement; (c) a Party becomes or declares that it is insolvent or bankrupt, or becomes or declares that it is the subject of any proceedings, or is taking any action whatsoever, relating to its bankruptcy, l�i�quidatio�n or insolvency, or is not generally paying its debts as they become due, or (d)a Party fails to comply with any federal, state or local law, regulation, rule or order that causes a material adverse affect upon thiis Agreement, either Party or either Party's performance of its obligations described in this Agreement. If either Party commits, a material breach of this Agreement, the non-breaching Party shall give written notice to, the breaching Party that describes the breach in, reasonable detail ("Original Notice"). The non-bireaching Party may,, in its sole d'iscretion,and without prejudice to any other right under this Agreement, at law, or in equity, termlinate t�hli's Agreement (i) by providing an additional notice if the breaching Party does not pay, all amounts due and owing set forth in the Original Notice within ten calendar days of the date of the Original Notice, or(ii)effective immediately in the Original Notice in the event the, breach pertains to(c) in this paragraph above, or(ii'i) by providing an additional notice if the breaching Party fails to cure any breach other than one related to (a) or (c) in this paragraph above withiin thirty calendar days of the date of the Original Notice. If Seller terminates this Agreement due to a material breach by Buyer as described in this Section VII, the amount of money owed to and from Seller shall be paid forthwith as calculated in the City of Fort Worth Page 2 of 4 appficable Price Sheet(s)that would have been paid by Buyer until the expiration of this Agreement at the, end of the Agreement Term had this Agreement not been terminated. Such amount shall be immediately dlue and payable within thirty calendar days following such termination. VII. FORCE MIAJEURE. 7.1 If either Party is unable to perform its obligations in whole or in part due to an event of force miajeure as defined he�relin, then the obligations of the affected Party shiall be suspended to the extent made necessary by such event,, provided that (i) the non-performing Party, within two weeks after the occurrence of the force majeure, gives the other Party written notice describing the particulars of the occurrence- (ii) the suspension of' the performance be of no greater scope and of no longer duratiion than is required by the force majeure, i) no obl:igatio�n�s,of either Party that arose prior to,the occurrence causing the suspension of performance be excused as a result of the occurrence; and (iv)the non-performing Party will use reasonable efforts to remedy with all reasona;ble dispatch the cause or causes preventing it from carrying out its obligations. Notwithstanding the foregoing, the performing Party may, at its option, terminate thi's Agreement after 12 months of any such, suspension of performance. The term "force majeure" means any cause not within the control of the Party claiming relief, including, but not limited to, Acts of God; governmental authority; civil disorder; strikes or labor disputes; failure, repair or change of or obstruction in t�he Landfill Gas Collection,System or the Generators; de�pletioln or failure of landfill gas,supply-,an event offorce majeure of the transporter of the landfill gas; or any other cause that by the exercise of reasonable diligence such Party could not have prevented or is unable to overcome. It is understood and agreed that the settlement of strikes or lockouts will be entirely within the discretion of the Party having the difficulty, and that the above requirement of the use of diligence in restoring normal operating conditions will not require the settlement of strikes or lockouts by acceding to the terms of the opposing party when such course is inadvisable in the discretion of thie Party having the difficulty. Neither financial distress, nor the ina�b�ililty of either Party to make a profit or avoid a financial loss shall be deemed a force ma,jeure event, unless caused by one of'the forego�ing factors. V11111. WARRANTIES AND LIMITATIONS OF LIABILITIES. 8.1 Seller hereby warrants to, Buyer that at the time of delivery of landfill gas hereunder it will have good title and/or the right to sell such landfill gas,and that such landfill gas will be free and clear of all liens and adverse claims. EXCEPT AS PROVIDED FOR IN: THE PRECEDING,SENTENCE,, SELLER EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES,, WHETHER WRITTEN OR VERBAL, FOR OR WITH RESPECT TO ITS SUPPLY OF LANDFILL, GAS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATIONt ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8.2 Unless otherwise expressly provided herein, any liability u,nid'er this Agreement will be limited to d�i�rect actual damages as the sole and,exclusive re�mield�y, and'all other remedies or damages at law or in equity are waived. Neither Party will be liable for consequential, incidental, punitive, exemplary or indirect damages, including lost profits or other business interruption damages, whether in tort or contract, under any indemnity provisions or otherwise in connection with this Agreement. The limitations imposed on remedies and damage measurement wi'll be without regard to cause, including negligence of any Party, whether sole, joint, concurrent, active or passive; provided no such limitation shall apply to damages resulting from the willful misconduct of any Party. IX. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail (first class, registered or certifi�ed), postage prepaid, when deposited with an overnight delivery service, prepaid to,the appilicable Buyer�'s address shown in the attached Exhibit "A"', and Seller's address as shown in the Offer, or to such address as either Party may from time to time designate as the address, or in the case of hand delivery, when delivered to a representative of either Party by a, representative of the other Party-, pirolvid�eld, however, except for payments of amounts due hereunder, either Party may provide such items hereunder by electronic mail or facsimile to the other Party at the applicable telephone number shown on the current Offer, and further provided, the original copy of such item shall be sent to the other Party withiin three business days thereafter. X. REGULATORY AND LEGISLATIVE BODIES., Th,is Agreement is subject to all applicable laws,, re�g�u�l�ationis, rules, and orders of all regulatory and leglisl�a�tive bodies now or hereafter having jurisdiction over either Party, or the landfill gas covered hereunder. XI. FAILURE OR TEMPORARY DISCONTI NUANCE OF SUPPLY. The supply of l�andfill gas may be disconnected in the eve�nt of Force Majeure in respect of this Agreement; or if at Seller's discretion it is necessary to do so for any of the following reasons- (a)to avoid danger; or because failure to disconnect the supply of landfill gas would or might involve Seller being in breach of app,lilcab�le regulations or laws* or,to enable Seller or its, agent to inspect,, mainta�in or repair any part of the Landfill Gas Collection System; or in case of accident or other emergency affecting or likely to affect the Landfill Gas Collection System or any other system through wh:ich (directly or indirectly) Seller or its agent receives or supplies landfill gas; or (b) because Buyer's pipeline connections or systems are deemed by Seller to present a h�azard�. XII. RESPONSIBILITY. Buyer assumes full responsibility for landfill gas fu�rn�ished to Buyer after passage through the Point of Delivery. Seller shall not have any obligation whatsoever to indemnify, defend or hold harmless Buyer, its parent company and all of its affiliates, and all of their respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter collectively referred to as "Buyer Gro�upi"), against any Claims, on Buyer's side of the Polint of Delivery, arising out of or in any way, related to the landfill gas an�d/or the delivery thereof, including, without limitation, the actions of Seller 1,s agents, except to the extent that such Claims are the direct result of the sole negligence, and/or intentionally wrongful act, (by commission or ornission)olf'an emp�l�olyee, or agent,under the exclusive control,of Sel�ler. X11. MISCELLANEOUS. 13.1 ChoiceofLaw. Th�is Agreement shall be construed and enforced in accordance with the laws of the State of Texas without giving City offort Worth Page_3 of 4 effe6i to any conflicts of law principles which otherwise might be applicable. 13.2 Assi( inme�nit. I'n the,event that, Buyer conveys legal title to all of the Premises to the same entity', Buyer may request from Seller the right to ass�ign its rights and obligations under the Agreement to the new o�wner of the Premises, and in such event, Seller shall not unreasonably withih�ol�d its consent. Any purported assignment without Seller's prior written consent shall be null'and void. Buyershall not have any right whatsoever to assign this Agreement to any party that is not the owner of all of the, Premises, and any purported a�ss,ilg�nmen�t shall be null and volid�. Sel�ler may assign this Agreement to another party, with the prior written consent of Buyer, which consent sha�ll not be unreasonably withheld. Any purported assignment without Buyier's prior written consent shall be null and void., This Agreement shall inure to and be binding upon the Parties hereto,and their respective successors and assigns. 13.3 Entirety Ag�ree,ment. It is, the initen�tion of the Parties that the Agreement shall conta:in all terms, conditions and protections in any way related to, or arising out of, the sale and purchase of the landfill gas,and supersedes all prior a�greements, whether written or oral. This Agreement may not be modified or amended except in writing,duly executed bythe Parties hereto, 13.4 Waiver of Rig�htsi. A waiver by either Party of any breach of this Agreement, or the failure of either Party to, enforce any of the terms and provisions of this Agreement, w,ill not in any way affect, limit or waive that Party's right to enforce and compel strict compliance with the same or other terms,or provisions of this Agreement. 13.5 Third Pa�y Rights. Nothing in this Agreement shall create, or be construed as creating, any express or irriplied rights in any person or entity other than the Parties, 13.61 S�urvival. No termination or cancellation of this Agreement will relieve either Party of any obligations under this Agreement that by their nature survive such termlination or cancellation, including, but not limited to,, all warranties,, obligations of indemnity,, and corrections to statements and payments hereunder. 13.7 Further Assurances., Buyer and Seller agree to provide such information, execute and deliver any instruments and documents and to, take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions,of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of th,is Agreement,. 13.8 lri�Lalidity. If any provision of this Agreement is found to be invalid, illegal or unenforceable in, any respect under any a�pplicable, law, then, unless the context otherwise requires, the validity, legality and enfor,c,eabillity of the remaining provisions will not be affected or impaired thereby,, 13.9 Confiden Seller acknow that Buyer is, a governmental that is su to iniformation laws including Cha I ,pt,er 552 of the Texas Government which r Seller to release pny information that is defined as or deemed to be qbg "Public Information Stat Subject to @�n Public Information, Statute or related ord rule or requiation r n disclosure, Seller and Buyer agree to keep all terms and provisions of this Agreement confidential and not io�_dis�_Iose the terms of the same to any third parties- provided, howeve�r, each Party shall have the right to make such disclosures, if any, to governmental agencies and to its own agents,, attorneys, auditors, accountants and shareholders as may be reasonably necessary. If disclosure is sought through, process of a court, or a:,state or federal regulatory agency, the Party from whom the disclosure is sought shall promptly notify the other Party to allow it the opportunity to participate in such proceedings. 1110 Joint Preparation. This,Agreement was,prepared by both Parties and not by either Party to the exclusion of the other Party�. 13.11 Counterparts, This Agreement may be executed in several identical counterparts, and by the Parties on separate counterparts, and each counterpart, when so executed and delivered, will constitute but one and the same Agreement. 13�12 Notwithstanding anything, to the contrary in this Agreement, if Buyer's City Counicill for any reason fa,ils to appropriate sufficient funds for Buyer to fulfill any or,all of its obligations under this Agreement, then Buyer may terminate this Agreement in full upon thirty (30)calendar days'wriften notice to Seller I in which case Buyer shall be liiaib�le to Seller only for Buyer s actual delivery of Landfill Gas at the price(s) reflected on the Price Sheet up to the effective date of termination; providedf however that Buyer may term�ina:te this �s ffion Agreement pursuant to thil� ,Section: 13.12 on�lly ori� the co�ndi�tion that B�uyer"s City Council does, not appropriate funds for the acquisi of electricity from any provider for the period beginning on the effective date of such termination and ending thirty days thereafter. 01 1 The Parties have signed thisTerms, and Co-iditions f r Supply of' Lanidfill Gas dOCUment", acknowledging th�eir agreement to,its, provisions as of' 1200111.1 CITY OF T W TH1 j LONE S NERGY SERWCES, INC. By,: By. D Name,: Name: Cal, Title: 'Title- P S E-r,3 r Date.# Date, Buyer "Selle�r" 4000 ATTESTED City offort Wonh Page 4 of'4 Contract Auth%.Jrization A -0,4 one Star Energy Services, Inc. Price Sheet Terms, and Conditions for Supply of Landfill Gas # This Price Sheet is only valid in association with and shall remain subject to the Ten-ns and Conditions, for Supply of Landfill Gas ("Terriis") and Offer for Supply of Landfill Gas referenced above and is contingent upon Customer's acceptance of the Offer prior to the Offer Expiration Date. This, Price Sheet is applicable to the Customer Premises identified In the Terms. The parties understand and agree that the sale of landfill gas pursuant to the Terrils, Oiffer for Supply of Landfill Gas and this Price Sheet are not subject to that certain City of Fort Worth — Village Creek Project Professional Services Agreement between the parties, dated December 2o, 20010, and that all such sales of landfill gas are governed solely by the Terms:, Offer for Supply of Landfill Gas and this Price Sheet. Monthly Prices will equal the sum of(1) the Base Charge set forth below; plus (ii) all federal, state and local taxes, of any nature whatsoever, imposed by all governmental and regulatory authorities, on or with respect to the, acquisition, sale, delivery or purchase of the landfill gas. Charge Amount A price equivalent to 87.5% of the final price at the termination of trading for the New York Mercantile Exchange("NYMEX") Henry Hub Natural Gas Futures Contract applicable to such Base Charge per month, plus $0.81 per MMBtu delivery charge. For example, the MMBt-u on each final price for October 2001 Henry Hub Natural Gas Futures month after Contracts on the New York Mercantile bxchange at the commencement of termination of trading was $1.83�. Accordingly, if landfill gas, deliveries were delivered under this Agreement in October 2001, the price for each MM to of landfill gas delivered during such month would have been $2.4113 ([.$1.83 x 87.5%= $1.6013 + $0.,81 $2.4113). Taxes To be detertnined If the NYMEX ceases, to trade Henry Hub Natural Gas Futures Contracts, then the parties will agree upon an alternate basis to utilize in the deten-nination of the Base Charge of landfill gas for the purposes of this Sheet. OFFER FOR THE SUPPLY OF LANDFILL GAS Offer City of Fort Worth - L,one Star Energy Services,Inc. BUYER: SELLER, 10,00 Throckmorton 3010,Si. St. Paul Street,,7th Floor Fort worth,TX 76102 Dallas,Texas 75201 Phone: (817)871-6116 Phone: (214)875-6736 or(214)1875-6727 Fav Fax: (214)875!-6764 L A GREEMENT TERM Unless terminated earlier as provided in the Terms and Conditions,for Supply of Landfill Gas,the teen of this Agreement will commence on the date of this Agreement and will continue for 20 years from the date of first deliveries of landfill gas to Buyer;provided,however,that if the City of Arlington does not agree to extend the term of the Landfill Gas,Services Agreement with Seller's landfill gas supplier,then the term of this Agreement will expire at midnight on December 13,2014, PA YMENTTERMS Net 15 days III, DEPOSIT AMOUNT $10 due at contract signing IV. BILL PRESENTMENT Paper invoice through USPS METHOD V. PA YMENT METHOD Check via USPS Vi. INCL UDED SER VICES assigned Account Manager. Vii. SPE CIA L PR 0 VISIONS VIII. AVERAGE COST.DER MHBTU See Price Sheet THE TERMS AND CONDITIONS FOR THE SUPPLY OF LANDFILL GAS, SEPARATELY EXECUTED BY rER AND SELLER,AR-E PART OF THE AGREEMENT'TO WINCH THIS I A FF'ER FOR THE SUPPLY OF NATURAL GAS APPLIES Bu S,ign e: 5elle 1 igna P.* &,& Name(Please print): Name (Please pnnt): rN Kr GI „ I ,o%C- Positron: Plos r ion: RC-5i Date: Date- Email Address: Email Address: