HomeMy WebLinkAboutContract 59069DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BF824
CSC No. 59069
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
INTERLOCAL COOPERATION CONTRACT
GLO CONTRACT NO.23-116-000-D944
This Interlocal Cooperation Contract (the "Contract") is entered into by and between the Texas
General Land Office ("GLO") and City of Fort Worth, ("Receiving Agency") pursuant to the
authority granted by and in compliance with the provisions of the "Interlocal Cooperation Act,"
Chapter 791 of the Texas Government Code.
I. TERM AND AMOUNT OF CONTRACT
1.01 Term: This Contract shall be effective for a Primary Term of April 1, 2023 through March
31, 2024
HOWEVER, the Contract shall be extended for each subsequent biennium if the requisite funding
is appropriated by the Texas Legislature for the GLO and Receiving Agency for such biennium
and by written agreement by the GLO and Receiving Agency.
1.02 For and in consideration of the GLO's satisfactory performance under this Contract, which
requires the delivery of an undeterminable quantity of natural gas, Receiving Agency shall pay to
the GLO, on a unit basis, the amount specified by the terms of this Contract.
II. DEFINITIONS
2.01 Certain Defined Terms: Unless the context clearly requires otherwise, the capitalized
terms defined below have the following meanings:
"Btu" means one (1) British thermal unit.
"Contract Maintenance Fee" means the fee the GLO charges per MMBtu delivered in accordance
with 31 Texas Administrative Code §3.31.
"Early Termination Damages" means the difference between (a) the Fixed Gas Price times the
Fixed Gas Volume(s) remaining to be supplied or purchased under this Contract, plus the Index Gas
Price times the Index Gas Volume(s) remaining to be supplied or purchased under this Contract and
(b) the Market Value of the Fixed Gas Volume(s) and Index Gas Volume(s) remaining to be supplied
or purchased under similar circumstances under this Contract.
OFFICIAL RECORD
GLO Contract No 23-116-000-D944 CITY SECRETARY
Page I of 12 FT. WORTH, TX
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
"Early Termination Date" means the date the Party authorized to do so establishes as the date the
Contract terminates upon an Event of Default or the date of written termination notification by either
Party that occurs prior to the termination date contemplated under Section 1.01. An Early
Termination Date established under Sections 6.02 and 6.03 must be on the first day of a month.
"Event of Default" means the failure of a Parry to perform any material term or condition of the.
Contract, provided that such failure is not caused by Force Majeure.
"Fixed Gas Price" means the predetermined price of natural gas per MMBtu recorded on Exhibit
A.
"Fixed Gas Volume(s)" means the volume(s) of natural gas designated by Receiving Agency on
Exhibit B to be priced at the Fixed Gas Price.
"Force Majeure" means the occurrence of any of the following for the period of time, if any, that
the performance by either or both Parties' material obligations under this Contract are actually,
materially, or reasonably delayed or prevented thereby: the enactment, imposition, or modification
of any applicable law which occurs after the effective date of this Contract; governmental actions,
whether federal, state, military or local, or any application of governmental conservation or
curtailment rules or regulations; transportation or natural gas supplier strikes, lockouts, or other
industrial disturbances; acts of God, terrorism, wars, blockades, insurrections, riots, civil
disturbances, epidemics, landslides, lightning, earthquakes, fire, hurricanes, storms, floods, wash-
outs, explosions, nuclear reaction, radiation, or radioactive contamination; accidents to machinery
or lines of pipe; production of lines of pipe; imposed, scheduled or unscheduled shutdowns or
curtailments of lines of pipe for inspection, testing, maintenance, or repair; or any other occurrence,
whether of the kind herein enumerated or otherwise, which is not reasonably within the control of
the Party claiming the right to delay performance on account of such occurrence and which is not a
result of the negligence, willful misconduct, or actions under the control of, the Party claiming the
right to delay performance on account of such occurrence. Force Majeure does not include
fluctuations in the market price for natural gas or System Operating Expenses.
"Full Requirements" means Receiving Agency's total natural gas requirements to be used only for
operations, which includes providing gas to Receiving Agency's tenants, if any, at the facilities
identified in Exhibit A.
"Gas Daily Price" means the midpoint price stated in the Platts Daily Price Guide or successor
publication for the applicable Index Gas Price as referenced in Exhibit A.
"Imbalance Costs" means all costs, including mitigation costs, incurred by the GLO for Imbalance
Gas, resulting from the GLO's use of information in Exhibit B or any subsequent amendment(s)
thereto.
"Imbalance Gas" means the difference between a Transporter's receipts and deliveries of natural
gas for the complete transportation path of the gas to the Points of Delivery.
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-4540-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
"Index Price" means the price posting as first published each month in Platts Gas Daily price guide
in the section titled "Market Centers," under the heading and subheading specified in Exhibit A, or
in the event such publication is unavailable, a price agreed to by the GLO and Receiving Agency.
"Index Gas Price" means Index Price plus Market Demand Factor.
"Index Gas Volume(s)" means the volume(s) of natural gas designated by Receiving Agency in
Exhibit B to be priced at the Index Gas Price, including any amount of natural gas supplied pursuant
to Section 4.04.
"LDC" means a local distribution company.
"Market Demand Factor" means an adjustment to the Index Price, as determined by the GLO, to
account for market factors, including but not limited to, supply, transportation and imbalance
management and aggregation services performed by the GLO.
"Market Value" means any or all of the settlement prices of NYMEX natural gas futures contracts,
quotations from leading dealers in energy swap contracts or physical gas trading markets, similar
sales or purchase and any other bona fide third -party offers, all adjusted for the length of term and
transportation costs to the Points of Delivery recorded in Exhibit A.
"MMBtu" means one million (1,000,000) Btu's.
"Monthly Gas Consumption Form" means the form attached hereto as Exhibit B that Receiving
Agency shall submit to the GLO wherein Receiving Agency designates its Monthly Scheduled
Quantity.
"Monthly Invoice(s)" means invoice(s) generated by the GLO for the delivery of natural gas, the
balance forward from the preceding billing month and payments received during the current billing
month setting out the total amount due by Receiving Agency for the time periods specified therein.
"Monthly Scheduled Quantity" means the total volume(s) of natural gas consumption per month
in MMBtu Receiving Agency reported on the most recent Exhibit B, filed in accordance with Section
3.03, and which is the amount of natural gas the GLO will schedule for delivery to Receiving Agency
for the designated period(s). If no current Exhibit B from Receiving Agency is on file at the GLO
or, if one is filed that does not contain schedules of volume(s) of natural gas consumption for a
specific time period, the GLO will, in its sole discretion, schedule the volume(s) of natural gas to
supply to Receiving Agency for that period.
"NYMEX" means the New York Mercantile Exchange.
"Party" or "Parties" means the GLO or Receiving Agency individually or collectively as use of
the term implies.
"Points of Delivery" means the delivery meter(s) more specifically identified in Exhibit A.
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
"Prior Period Adjustment" means any adjustments, including but not limited to, actual delivered
natural gas volumes, meter reading errors, or any other factor(s) which may affect the resulting actual
cost of delivered natural gas supplies and other services made to any previous Monthly Invoice
resulting in the actual cost to Receiving Agency.
"Swing Gas Price" means the price posting as published each day in Platts Gas Daily price guide
in the section titled "Daily Price Survey," under the heading and subheading specified in Exhibit A,
or in the event such publication is unavailable, a price agreed to by the GLO and Receiving Agency.
"Swing Gas Volume(s)" means the volume(s) of natural gas both purchased and sold during the
month, to be priced at the appropriate Swing Gas Price.
"System Operating Expense(s)" means the cost incurred by the GLO to supply volume(s) of
natural gas to the Points of Delivery identified in Exhibit A, and includes but is not limited to,
transportation charges, park -and -loan charges, cash outs, fiiel charges, meter or metering charges,
fees and taxes, including all Imbalance Costs actually incurred or reasonably allocated by the GLO
before or after the Points of Delivery. The System Operating Expense(s) may be modified by the
GLO to reflect any actual cost increases or decreases to the various cost components comprising the
System Operating Expense(s).
"Telemetry Recovery Charges" means actual telemetry costs, if any, incurred by the GLO.
Receiving Agency has the option prior to the initial month of flow to notify the GLO in writing that
it desires to prorate the actual telemetry costs plus 4% annual interest over a term not to exceed the
last month noted on Exhibit B. These charges will be calculated as follows: (actual telemetry costs
plus (actual telemetry costs multiplied by (4% multiplied by the desired months of proration divided
by 12))) divided by the desired months of proration to determine the monthly recovery charge billed.
"Transporter" means the pipeline company(s) transporting natural gas for the GLO.
III. STATEMENT OF SERVICES TO BE PERFORMED
3.01 Provision of Natural Gas: The GLO agrees to sell and Receiving Agency agrees to buy
Receiving Agency's Full Requirements of natural gas on the terms and conditions set forth herein.
If this Contract is extended into a new biennium pursuant to Section 1.01, the GLO and Receiving
Agency shall, by written agreement, amend Exhibits A and B, otherwise the GLO will, in its sole
discretion, schedule the volume(s) of natural gas to supply to Receiving Agency for that period.
3.02 Use of Natural Gas: Receiving Agency agrees that the natural gas purchased under the
terms and conditions of this Contract shall be used only for the operational needs of the facilities,
which includes providing gas to Receiving Agency's tenants, if any, identified in Exhibit A and
may not be resold for any purpose or use whatsoever.
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
3.03 Monthly Gas Consumption Form: Upon execution of the Contract and annually
thereafter, or from time to time as changed conditions require, Receiving Agency shall complete
and submit to the GLO a Monthly Gas Consumption Form in accordance with 31 Tex. Admin. Code
§8.8.
3.04 Fixed Gas Volume(s): The Parties will execute an Exhibit A for purposes of locking in a
Fixed Gas Price for the duration of time designated in Exhibit A and will execute an Exhibit B to
designate the monthly volume of natural gas to be purchased at the Fixed Gas Price. Exhibits A and
B shall be amended in accordance with Section 3.10.
3.05 Future Month Quantity Amendments: In accordance with Section 3.10, volume(s) of
natural gas designated to be purchased at the Index Gas Price on the most recent Exhibit B may be
amended by execution of Exhibit C (Confirmation Of Amendments to Scheduled Gas Volumes)
and attaching a revised Exhibit B at any time no less than two (2) weeks prior to the month for
which the change is to be effective. The amended Exhibit B volume(s) shall not be effective until
the GLO acknowledges its approval in writing.
3.06 Intra-Month Quantity Amendments: In order to mitigate the inevitable discrepancies
between scheduled volume(s) and actual consumption of natural gas designated as Index Gas Price
the Parties agree that Receiving Agency may amend its scheduled volume(s) at any mutually
agreeable time by execution of Exhibit C. The execution of Exhibit C will have the effect of
amending Exhibit B; however, intra-month amended Exhibit B volume(s) are not binding on
the GLO. The GLO will make commercially reasonable attempts to effectuate intra-month
schedule amendments, but makes no guarantee that they can be implemented or that avoidance of
Imbalance Costs can be achieved.
3.07 Imbalance Costs: Receiving Agency shall bear all Imbalance Costs.
3.08 Transportation Agreements: Receiving Agency, if necessary, shall enter into separate
agreements to transport through the LDC the volume(s) of natural gas received under this Contract.
Receiving Agency is directly and independently responsible to such LDC for all transportation costs
to the Points of Delivery at Receiving Agency's facilities identified in Exhibit A.
3.09 Title to Gas: Title to the natural gas, its control and possession, risk of loss, and liability
for damages and injuries, shall pass to Receiving Agency upon delivery of the natural gas to the
Points of Delivery at Receiving Agency's facilities identified in Exhibit A.
3.10 Exhibit Amendments: Exhibits A, B and C of this Contract may be amended through
the mutual agreement of the Parties by the execution of new exhibits signed and dated by both
Parties. Receiving Agency hereby expressly grants authority to Juanita Rigsby or Steven Nutter to
execute amendments to Exhibits A, B and C.
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
IV. BILLING AND STATEMENT OF CHARGES
4.01 Billing: The GLO shall bill Receiving Agency via Monthly Invoices that shall be delivered
via the United States Postal Service, electronic mail, or facsimile at the GLO's option to Receiving
Agency on or before the last working day of the month following the month of delivery.
4.02 Invoicing: The Monthly Invoices indicate the total sum of:
(i) Fixed Gas Volume(s) times the Fixed Gas Price, WHETHER OR NOT SUCH
QUANTITY IS ACTUALLY TAKEN BY RECEIVING AGENCY DURING THE MONTH,
plus
(ii) the product of the month's actual Index Gas Volume(s) supplied multiplied by
the Index Gas Price, plus
(iii) the Contract Maintenance Fee, plus
(iv) System Operating Expenses, plus
(v) Telemetry Recovery Charges, plus
(vi) any charges incurred under Sections 4.04, 4.05 or 4.06.
4.03 Default Gas Pricing: For any month during the term of this Contract for which Exhibit A
pricing is not in effect, all natural gas supplied to Receiving Agency will be sold per MMBtu at a
price equal to the total sure of: the greater of (i) the first of the month Index Price for the month of
flow times 120% or (ii) the average of the Gas Daily Price relative to the referenced Index Price for
the month of flow times 120%, plus (a) the Contract Maintenance Fee, and (b) the System Operating
Expenses.
4.04 Excess Usage Pricing: If the Index Gas Volume(s) of natural gas received by Receiving
Agency exceeds the Monthly Scheduled Quantity of Index Gas Price gas, such excess will be priced
as follows:
(i) if the Transporter utilizes a cash out provision, the actual excess quantity used times the
Transporter's cash out contract price plus the associated transportation charges; or
(ii) if the Transporter does not utilize a cash out provision and the natural gas received by
Receiving Agency exceeds 105% of the Monthly Scheduled Quantity of Index Gas
Volume(s), all volume of natural gas exceeding 100% of the Monthly Scheduled
Quantity will be priced at the greater of (a) the first of the month Index Price for the
month of flow times 120% or (b) the average of the Gas Daily Price relative to the
referenced Index Price for the month of flow times 120%.
4.05 Shortfall Usage Pricing: If Receiving Agency does not accept delivery of the Monthly
Scheduled Quantity of Index Gas Volume(s), Receiving Agency shall pay the GLO as follows:
(i) if the Transporter utilizes a cash out provision, the quantity of natural gas not accepted
times the positive difference between the Index Gas Price for that particular quantity of
natural gas minus the cash out price the Transporter paid the GLO for the Monthly
Scheduled Quantity not accepted plus associated transportation charges; or
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
(ii) if the Transporter does not utilize a cash out provision and Receiving Agency does not
accept delivery of at least 95% of the Monthly Scheduled Quantity of Index Gas
Volume(s), the positive difference between the Index Gas Price for that quantity of
natural gas not accepted less the lesser of (a) 80% of the first of month Index Price for
the month of flow times the quantity of natural gas not accepted or (b) 80% of the average
of the Gas Daily Price for the referenced index for the month of flow times the quantity
of natural gas not accepted, plus (c) the actual transportation cost for all scheduled
volume(s). For the purposes of subsection (i) and (ii), the phrase "quantity of natural
gas not accepted" means the difference in the volume(s) of gas listed on the most recently
filed or amended Exhibit B or Exhibit C and the gas actually accepted for the applicable
time periods.
4.06 Special Aggregation Provision: For the calculations contemplated by subsections (ii) of
sections 4.04 and 4.05, the GLO will aggregate the Monthly Scheduled Quantity of Index Gas
Volume(s) for Receiving Agency and other gas customers of the GLO whose Points of Delivery are
located in areas where the LDC creates or allows a pool (together, the "Receiving Agencies"), and
aggregate the natural gas index volumes actually accepted by the pooled Receiving Agencies at the
locations provided for in their respective contracts. Any imbalance fee imposed by the GLO will be
apportioned among those Receiving Agencies based upon their pro rata contribution to any resulting
imbalance. However, in no event will the imbalance fee under this section exceed the imbalance fee
for Receiving Agency on a stand-alone basis. The aggregation provided for in this special provision
shall apply to each LDC, provided that the LDC provides an aggregation benefit for gas customers.
V. PAYMENT FOR SERVICES
5.01 Payment Methods and Due Date: Payments by check or electronic fund transfer, unless
otherwise agreed, are the only acceptable methods of payment. Payment is due no later than ten
(10) calendar days from date of receipt of the Statement of Charges for all undisputed charges. If
the invoiced Party disputes the amount of any such Statement of Charges, such invoiced Party shall,
within five (5) days of the payment due date, provide supporting documentation to support the
amount disputed. In the event the Parties are unable to resolve such dispute, either Party may pursue
any remedy available to enforce its rights pursuant to this Contract. Payment upon receipt of the
Statement of Charges after a reasonable process period is encouraged, as the GLO must pay for
purchased natural gas by the 251h of the month following the month of delivery.
VI. DEFAULT AND TERMINATION
6.01 Early Termination: Subject to payment of Early Termination Damages, either Party may
terminate this Contract early by giving at least thirty (30) days written notice to the other Party.
6.02 Early Termination Date: The terminating Party may establish the Early Termination
Date. The non -terminating Party shall thereafter determine any Early Termination Damages in a
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
commercially reasonable manner,
6.03 Event of Default Early Termination Date: The non -defaulting Party may establish the
Early Termination Date, The non -defaulting Party shall thereafter determine any Early Termination
Damages in a commercially reasonable manner.
6.04 Non -Performance due to Force Majeure: Any delays in or failure of performance by
either Party, except in respect of the obligation of payments under this Contract, due to Force
Majeure shall not constitute an Event of Default. In any such event, the Party claiming Force
Majeure shall promptly notify the other Party of the Force Majeure event in writing and, if possible,
such notice shall set forth the extent and duration thereof. The Party claiming Force Majeure shall,
to the extent practical, exercise due diligence to prevent, eliminate or overcome such Force Majeure
event and resume performance at the earliest possible date. However, if non-performance continues
for more than thirty (30) days, either Party may terminate this Contract immediately upon written
notification to the other Party. Upon such termination, the terminating Party shall be responsible for
Early Termination Damages, which shall be due and payable in accordance with Section 6.05.
6.05 Early Termination Damages Payment Obligation and Due Date: Early Termination
Damages and all previously incurred charges pursuant to this Contract are due and payable to the
non -defaulting or non -terminating Party upon early termination or default. Early Termination
Damages are due and payable thirty (30) days after the non -terminating or non -defaulting Party
invoices the other Party.
VII. MISCELLANEOUS PROVISIONS
7.01 Assignment: Either Party may assign this Contract upon written notice and prior approval
of the other Party. Such approval shall not be unreasonably refused.
7.02 Entire Agreement: This Contract constitutes the entire agreement of the Parties. No other
agreement, statement, or promise that is not contained in this Contract shall be binding except by a
subsequent written modification signed by both Parties. The foregoing notwithstanding, the Parties
may change non -substantive terms, including but not limited to names, addresses and account
numbers, without the approval of the other Party. The Party making the non -substantive change
shall provide the other Party written notice of the change within five (5) days of the change.
7.03 Compliance with Other Laws: Incorporated by reference, the same as if specifically
written herein, are the rules, regulations, and all other requirements imposed by law, including but
not limited to compliance with those pertinent rules and regulations of the State of Texas and those
of federal agencies providing funds to the State of Texas, all of which shall apply to the performance
of the Parties hereunder.
7.04 Dispute Resolution: The Parties agree to use good faith efforts to decide all questions,
difficulties or disputes of any nature that may arise under or by this Contract, The dispute resolution
processes in Texas Government Code Chapters 2009 and 2260 must, to the extent
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
applicable to this Contract, be used to resolve any dispute arising under this Contract, other than a
dispute regarding an invoiced amount; provided, however, that nothing in this paragraph shall
preclude either Party from pursuing any remedies as may be available under Texas state law. All
disputes arising out of alleged errors in the Monthly Invoice shall be addressed in accordance with
§771.008, Texas Government Code. This provision shall not apply to any matter with respect to
which the GLO or Receiving Agency may make a decision within its sole and complete discretion.
7.05 Venue: Venue of any suit brought for breach of this Contract is fixed in any court of
competent jurisdiction in Travis County, Texas or Tarrant County, Texas; provided, however, the
foregoing shall not be construed as a waiver of sovereign immunity by the GLO or governmental
immunity by Receiving Agency.
7.06 Termination for Non -Appropriation: This Contract shall not be construed as creating any
debt on behalf of the State of Texas and/or the GLO or Receiving Agency in violation of Tex. Const.
art. III §49. In compliance with Tex. Const. art. VIII §6, it is understood that all obligations of the
GLO and Receiving Agency are subject to the availability of funds. If such funds are not
appropriated or become unavailable, this Contract may be terminated. In that event, the Parties shall
be discharged from further obligations, subject to the equitable settlement of their respective interests
accrued up to the date of termination.
7.07 Severability: Should any one or more provisions of this Contract be held to be void,
voidable, or for any reason whatsoever of no force and effect, such provision(s) shall be construed
as severable from the remainder of this Contract and shall not affect the validity of all other
provisions of this Contract, which shall remain of full force and effect; so long as such severance
does not deprive either Party of the benefit of the bargain.
7.08 Execution: This Contract shall be executed in multiple originals and/or several counterparts,
each of which shall constitute an original. A complete set of said counterparts, when taken together,
shall constitute a single instrument.
7.09 Pipeline Integrity Testing: During the term of this Contract, if any pipeline used to
transport natural gas to Receiving Agency ceases or interrupts regular operation, to include, but not
limited to, inspection, maintenance, testing or repair, as a result of governmental action, order, rule
or regulation, any resulting additional costs involved in delivering or providing natural gas under
this Contract shall be borne entirely by Receiving Agency. In such instance the GLO will assist
Receiving Agency in mitigating such additional costs by any operational means reasonably available
to the GLO.
7.10 Exhibits: Exhibit A, Exhibit B, Exhibit C and the Limited Agency Authorization attached
hereto, and any subsequent amendments thereto, are incorporated by reference into this Contract.
7.11 Continued Obligations: Notwithstanding any other provision herein to the contrary,
Receiving Agency shall not be relieved of its obligation to make payments due to the GLO for natural
gas actually supplied or tendered for delivery to the Points of Delivery set out in Exhibit A and any
related expenses or liabilities incurred by the GLO in the performance of this Contract, except that
the GLO and Receiving Agency agree that each entity is responsible for its own
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
proportionate share of any liability for its negligent acts or omissions.
7.12 Confidentiality: The contents of this Contract and any information related to it are
confidential, may be excepted from disclosure and may not be released without the authorization of
the General Land Office, a ruling from the Office of the Attorney General or an order from a court
to do so. Any request for disclosure of the contents of this Contract or any information related to it
must be submitted to the Office of the Attorney General in accordance with Section
552.301 of the Texas Government Code. The General Land Office must be notified of the request
in accordance with Section 552.305 of the Texas Government Code.
7.13 Right to Audit: GLO and Receiving Agency agree that, until the expiration of three (3)
years after final payment under this Agreement, or the final conclusion of any audit commenced
during the said three years, that GLO or Receiving Agency may have access to and the right to
examine at reasonable times any directly pertinent books, documents, papers and records, including,
but not limited to, all electronic records, of either GLO or Receiving Agency involving transactions
relating to this Agreement.
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
VIII. CONTACT INFORMATION
Texas General Land Office City of Fort Worth
Texas General Land Office Dana Burghdoff
1700 North Congress, Room 840 200 Texas St.
Austin, TX 78701 Fort Worth, TX 76106
512/463-5042 Energy Resources 817-392-8018
Fax: N/A Dana. Bur hg doff(Wortworthtexas.gov
For Notices
Attn: Caesare Peterson
512/463-5488
caesare.petersong glo.texas. gov
For Scheduling
Attn: Kevin Wallace
512/936-2771
kevin.wallace a,glo.texas.gov
For Pavment by ACH with Addenda
Bank of America
Austin, TX
ABA #111000025 — Acct #6040070607
Details: GLO/SEMP Gas
For Payment By Wire
Texas Comptroller of Public Accounts
208 E I01h St, Austin, TX 78701
ABA # 114900164
Acct # 463600305
Addendum: TGLO/SEMP
Federal Reserve
For Payment By Check
Texas General Land Office
Attn: SEMP
P.O. Box 12873
Austin, TX 78711-2873
For Notices
Attn: Juanita Rigsby
817/392-8518
juanita.rigsby@fortworthtexas.gov
For Scheduling
Attn: Juanita Rigsby
817/392-8518
j uanita.rigsby(a,fortworthtexas. gov
For Invoices
Attn: Juanita Rigsby
817/392-8518
j uanita. rigsbygfortworthtexas. gov
GLO Contract No 23-116-000-D944
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DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
THIS AGREEMENT IS CONFIDENTIAL AND MAY BE EXEMPT FROM DISCLOSURE UNDER THE PUBLIC
INFORMATION ACT: DO NOT DISCLOSE ANY PROVISION HEREIN WITHOUT FIRST CONTACTING
THE GENERAL LAND OFFICE
THE UNDERSIGNED do hereby certify that: (1) the services specified above are necessary and
essential and are properly within the statutory functions and programs of the affected agencies of state
government; (2) the proposed arrangements serve the interest of efficient and economical
administration of those agencies; and (3) the services, supplies or materials contracted for are not
required by §21 of Article 16 of the Constitution of Texas to be supplied under contract to the lowest
responsible bidder.
RECEIVING AGENCY further certifies that it has the authority to enter into this Contract by virtue
of the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code.
THE GLO further certifies that it has the authority to enter into this Contract by virtue of the
authority granted in §52.133, Tex. Nat. Res. Code and the applicable Texas Appropriations Act.
TEXAS GENERAL LAND OFFICE
DocuSlgned by:
� s�sgHavens
Chief Clerk/Deputy Land Commissioner
Date of execution: 3/15/2023
RECEIVING AGENCY
—4—
Dana Burghdoff
Assistant City Manager
Date of execution: Mar 17, 2023
APPROVAL RECOMMENDED:
<4 . , 0--L
By: Steve Mar15, 202315:09 CDT)
Name: Steve Cooke
Title: Director, Property Management
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance
and reporting requirements.
By:O 1p�
Name: Juanita Rigsby
Title: Energy Manager
APPROVED AS TO FORM AND LEGALITY:
By: a4kQ,-
Name: Christopher Austria
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0172 anq
- FORr QQQ
444'...p°ggo.
ATTEST:
By:
Name:
Title:
Janette Goodall
City Secretary
GLO Contract No 23-116-000-D944 OFFICIAL RECORD
Page 12 of 12 CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
GLO CONTRACT NUMBER:
EFFECTIVE DATE OF CONTRACT:
EFFECTIVE DATE OF EXHIBIT A:
AGENCY NAME:
AGENCY LOCATION:
POINT OF DELIVERY:
FIXED GAS PRICE:
Exhibit A
23-116-000-D944
April 1, 2023
April 1. 2023
CITY OF FORT WORTH
Village Creek Water Reclamation Biosolids
Dewatering and Processing Facility
2501 Greenbelt Rd. Fort Worth, TX 76118_
N/A
INDEX GAS PRICE: Effective April 1, 2023, an Index Gas Price
equal to the Index Price posting as first
published each month in Platts Gas Daily price
guide report in section titled "Market Centers"
under the heading "East Texas" and under the
subheading "NGPL, Texok zone" plus a
Market Demand Factor of $0.28 per MMBtu.
SWING GAS PRICE: For physical volumes delivered that are not
priced under Fixed Gas Price or Index Gas
Price, all excess volumes delivered will then be
priced at the monthly average price of the Gas
Daily NGPL, Texok Zone index as published
in the Platts Gas Daily, Final Daily Price
Survey plus $.15 per MMBtu. Any shortfall
volumes will be credited at the monthly
average price of the Gas Daily NGPL, Texok
Zone index as published in the Platts Gas Daily,
Final Daily Price Survey minus $.05 per
MMBtu.
SYSTEM OPERATING EXPENSES: Reimbursement of all Atmos tariff and
telemetry charges.
CONTRACT MAINTENANCE FEE: $0.03 per MMBtu
GLO Contract No. 23-116-000-D944
Page 1 of 2
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
AUTHORIZED BY: CITY OF FORT WORTH:
Dana Btughdoff
Assistant City Manager
DATE: Mar 17, 2023
GENERAL LAND OFFICE
EDocuSlgned by:
I'4 t��7Az+HaVCI]S
Chief Clerk Dee ty Land Commissioner
DATE:
GLO Contract No. 23-116-000-D944
Page 2 of 2
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
EXHIBIT B
MONTHLY GAS CONSUMPTION ELECTION (MGCE)
CONTRACT #
AGENCY: CITY OF FORT WORTH
FACILITY NAME: Village Creek Water Reclamation Biosolids Dewatering and Processing Facility
ADDRESS: 2501 Greenbelt Rd. Fort Worth, TX 76118
CONTACT NAME: Juanita Rigsby; Steven Nutter
CONTACT PHONE NUMBER: JRigsby (817)392-8518; SNutter (817) 392-4965
EMAIL ADDRESS: juanita.rigsby@fortworthtexas.gov; steven.nutter@fortworthtexas.gov
Fixed
Index
Total
A r-23
0
27,990
27,990
Ma -23
0
27,993
27,993
Jun-23
0
33,090
33,090
Jul-23
0
21,359
21,359
Au -23
0
20,801
20,801
Se -23
0
27,990
27,990
Oct-23
0
27,993
27,993
Nov-23
0
27,990
27,990
Dec-23
0
27,993
27,993
Jan-24
0
27,993
27,993
Feb-24
0
27,985
27,985
Mar-24
0
27,990
27,990
TOTAL
0
327,167
327,167
Receiving Agency: --74—Mar 17, 2023
Title: Assistant City Manager
Effective Date: 04/01�/2023
GLO Initials
11
GLO Contract No. 23-116-000-D944
Page 1 of 1
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
EXHIBIT C
CONFIRMATION OF AMENDMENTS TO SCHEDULED GAS VOLUMES FOR
EXHIBIT B GLO CONTRACT NO. ("Contract") (Facility)
Date:
1). In an effort to reduce Receiving Agency's Pipeline Imbalance caused by discrepancies
between Receiving Agency's actual gas consumption and its estimated consumption scheduled
for delivery pursuant to Exhibit B of the Contract, the Texas General Land Office (GLO) and
Receiving Agency hereby agree to amend the scheduled volume for the time period indicated
below. Provided however the GLO can only accept nomination changes when applicable
upstream pipeline carriers accept nomination changes. Nomination changes are typically not
accepted on holidays, Sundays, and Mondays, therefore the GLO cannot accept Receiving
Agency's changes relative to these days. Nomination changes for Saturday are applicable
without change for the following Sunday and Monday, and thereafter until changed.
2). Receiving Agency hereby amends its scheduled volume by checking the appropriate box
below:
❑ a) In accordance with the GLO's suggested volume of /day. Resulting in
total nominated volumes for the month.
❑b)to
or,
/day.
❑ c) The volumes will remain as established in Exhibit B.
3). The Receiving Agency amends its scheduled volumes for gas for the following time
period(s)
4). Receiving Agency's selection in Section 2 and 3 of this Confirmation Form and return of
via email to the GLO constitutes Receiving Agency's agreement to the change in the scheduled
volumes and to execution of this Confinmation Form.
5). In order for the Receiving Agency's selection to be immediately effective, the Receiving
Agency must remit by FAX (512-475-1404) the Confirmation Form before 8:00 AM Central time
the day before the effective day of flow. Failure to remit the Confirmation Form by 8:00 AM
Central time will void the submitted selection. The Receiving Agency will contact the GLO the
next business day to re -amend the scheduled volumes.
6). This Confirmation Form dated supercedes all other such Confirmation
Forms and the current Exhibit B for the time period indicated in Section 3 of this form.
7). Receiving Party acknowledges and agrees that this amendment to its scheduled volumes
for gas does not guarantee elimination of imbalance charges nor does it relieve Receiving
Agency's obligation to pay any imbalance charges pursuant to the Contract.
8). Receiving Agency acknowledges and agrees that the person signing below is authorized
to amend Receiving Agency's scheduled volumes.
ff-W
Form: CAN
Approved by Legal & SEMP
September 9, 2009
❑ Received by SEMP Initials/Date
❑ Updated GMS Initials/Date
❑ Routed to Legal Initials/Date
❑ Posted into DocuShare Initials/Date
DocuSign Envelope ID: 844A22FO-3499-454C-A6D2-68ADOC9BFB24
ATTACHMENT 1
Limited Agency Authorization
GLO Contract No. 23-116-000 D944
In an effort to reduce Pipeline Imbalances caused by discrepancies between Receiving Agency's
actual gas consumption and its estimated consumption scheduled for delivery pursuant to Exhibit
B of the Contract, be able to make more timely mid -month corrections, and reduce excessive
paperwork, Receiving Agency hereby appoints the GLO (Agent) as its limited agent with authority
to act on its behalf in regards to the following:
Agent is authorized to make nominations of natural gas volumes on Receiving Agency's
behalf in accordance with the GLO Contract No. noted above. Such nominations will be
based upon Receiving Agency's historical usage or written instructions received from
Receiving Agency, and shall be binding upon Receiving Agency without recourse.
This limited agency authorization shall be effective April 1, 2023, and shall remain in full force
and effect until terminated by either party upon ten (10) days' prior written notice.
TEXAS GENERAL LAND OFFICE
CDocuSlpned by:
�4�7A�iaVeriS
Chief Clerk/Deputy Land Commissioner
Date of execution: 3/15/2023
RECEIVING AGENCY
-4-
Dana Burghdoff
Assistant City Manager
Date of execution: Mar 17, 2023
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT
IVORTij
ir
Create New From This M&C
REFERENCE **M&C 23- 21VCWRF BIOSOLIDS &
DATE: 2/28/2023 NO.: 0172 LOG NAME: ALLIANCE FW NATURAL
GAS SUPPLY CONTRACT
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 5 and CD 7 / Future CD 5 and CD 10) Authorize the Execution of a
Natural Gas Supply Agreement through an Interlocal Cooperative Agreement with the
Texas General Land Office for the Village Creek Water Reclamation Facility Biosolids
Drum Drying Facility and Authorize an Amendment to the Alliance Fort Worth
Maintenance Facility Transportation Facility Agreement with Atmos Energy Corp, Mid -Tex
Division to include a Delivery Point for the Village Creek Water Reclamation Facility
Biosolids Drum Drying Facility
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a natural gas supply agreement through an Interlocal Cooperative
Agreement with the Texas General Land Office for the Village Creek Water Reclamation
Facility Biosolids Drum Drying Facility with a contract term to end March 2024; and
2. Authorize an amendment to the current Alliance Fort Worth Maintenance Facility
Transportation Agreement with Atmos Energy Corp, Mid -Tex Division (City Secretary
Contract No. 46579) to include a delivery point for the Village Creek Water Reclamation
Facility Biosolids Drum Drying Facility located at 2501 Greenbelt Rd, Fort Worth, TX 76118-
7606.
DISCUSSION:
The City of Fort Worth's (City) contract with Synagro of Texas -CDR, Inc. (City Secretary Contract No.
53332), included construction of the biosolids drum drying facility. The new drum dryer requires
natural gas service, and by the terms of the contract with Synagro, natural gas costs are the
responsibility of the City.
Currently, natural gas supply from Atmos Energy is supplied at a commercial rate with Synagro of
Texas -CDR, Inc. (Synagro) as its customer for the City's biosolids drum drying facility. The City
reimburses Synagro for the natural gas expense under the commercial rate account. Under the terms
of City Secretary Contract No. 53332, if during the course of the contract, the City finds a provider that
can provide natural gas at a lower cost than the current provider, Synagro will be obligated to use the
City's identified vendor. Also, the City can elect to arrange to have the commodity contract account
name transferred from Synagro to the City in order to obtain the lower commodity costs as well as tax
savings.
Due to the high cost of natural gas supply under Synagro's commercial rate account, City staff worked
with consultants; Acclaim Energy Advisors LTD. (City Secretary Contract No. 53781), for natural gas
procurement needs including; transitioning the natural gas account to the City, reclassifying the drying
facility from the commercial rate to a transportation rate classification; including as a transportation
delivery point, and securing a short-term natural gas supplier agreement for the Village Creek Water
Reclamation Facility Biosolids Drum Drying Facility.
City staff recommends negotiating a short-term natural gas supply contract with the Texas General
Land Office (GLO) to end March 2024 for the Village Creek Water Reclamation Facility Biosolids Drum
Drying Facility. The short-term contact will end coterminous with the majority of supply associated with
the current natural gas sales agreement for the Alliance Fort Worth Maintenance Facility.
City staff intends to pursue a natural gas sales agreement through Request for Proposals (RFP) for
both facilities shortly after execution of the short-term agreement for the Synagro facility providing an
opportunity to combine natural gas volumes to issue a more comprehensive request for proposals to
various suppliers in the near future. The ability to issue an RFP when combining the Dryer facility and
Alliance airport consumption requirements will be more attractive to suppliers and will enhance the
City's ability to obtain more favorable contract terms and natural gas prices in today's volatile natural
gas market for both facilities.
The short-term savings expectations for the biosolids drum drying facility when comparing historical
costs and expected future consumption, yields approximate commodity savings of $30,000.00 per
month. Furthermore, the execution of this new agreement will allow the city to better manage
expenditure through potential strategic hedges for the majority of the facilities' requirements.
Funding is budgeted in the Gas Utility Service account in the Alliance Maintenance Facility Fund and
the Water & Sewer Fund for the Property Management and Water Departments.
The Alliance Fort Worth Maintenance Facility is located in COUNCIL DISTRICT 7 / Future COUNCIL
DISTRICT 10
The Village Creek Water Reclamation Facility Biosolids Drum Drying Facility is located in COUNCIL
DISTRICT 5 / Future COUNCIL DISTRICT 5
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the Alliance Maintenance Facility fund and
the W&S Capital Projects Fund for the VCWRF Biosolids Mgmt & Reuse project. Prior to an
expenditure being incurred, the Property Management Department and the Water
Department; respectively, have the responsibility to validate the availability of funds.
ent
E
Fund I Department
ID
nt
Account Project I Program Activity
ID
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ludget Reference # Amount
Year I (Chartfield 2)
Budget Reference # I Amount
Year (Chartfield 2)
Dana Burghdoff (8018)
Steve Cooke (5134)
Juanita Rigsby (8518)
ATTACHMENTS
21VCWRF BIOSOLIDS & ALLIANCE FW NATURAL GAS SUPPLY CONTRACT Combined
FID.xlsx (CFW internal)
21 VCWRF BIOSOLIDS & ALLIANCE FW NATURAL GAS SUPPLY CONTRACT funds
availability.pdf (CFW Internal)