HomeMy WebLinkAboutContract 60508CSC No. 60508
COKI NOS ENERGY CO RPORATI ON
THESE TERMS AN D CON DITIONS AND THE EXH IBIT AS CO MPRISE TH E "AGREEMENT"
1. QUANTITI ES AND LEVEL OF SERVICE : "Firm" service. Seller agrees to sell to
Buyer(City), and Buyer agrees to purchase one hundred percent (100%) of Buyer's
natural gas requirements for the listed fa cilities in the Exhibit A. Buyer agrees not to
switch to another gas supplier for the p urchase of any gas during the term of this
Agreement for the listed facilities. All gas sales are Firm "fu ll requirement" for all
quantities. Nothing herein shall prohibit the Buyer from purc hasing natural gas from
oth er gas suppliers for faci lities that are not listed in Exhibit A or subject to this
Agreement.
2. DELETED INTENTIONALLY
3.TRANSPORTATI ON: Seller shall arrange and pay for natural gas shipment(s)
upstream of the Delivery Point(s), and Buyer shall arrange pay fo r the natural gas
shipments downstream from t he Delive ry Point(s).
4. MEASUREMENT AND HEAT ING VALU E: Measurement volume and the
heating value of the natural gas purchased shall be made at the Del ive ry Point(s) in
accordance with the sta ndards and proced u res of transporting pipeline(s).
5. QUALITY: Buyer shall not be obligated to purchase any natural gas which does
not meet all specifications required by the transporting pipeline(s).
6. BILLINGS AND PAYMENTS: Seller shall invoice Buyer on or before the
twentieth (20th) day of each month for actua l quantities delivered by Sel ler and
received by Buyer in the prior month. If actual quantities cannot be dete rmined by
the billing date, Seller shall invoice, and Buyer shall pay, based on Buyer's prior
m.onth's historical usage quantities. Buyer will pay Seller's invoice, whether based
on actual or historical usage quantities subject to the Texas Prompt Payment Act,
Cha pter 2251, Texas Govern ment Code. Se ller shall notify Buyer of any necessa ry
adjustments on the next succeeding invoice. If any payment date fa lls on a Saturday,
Sunday or legal holiday, payment will be made on the next business day. All invoices
and associated payments are final unless either party disputes the accuracy of such
invoice(s) or payment(s) in writing, with adequate documentation, within 2 years
after the invoice date (or later if applicable tra nsporter ta riff provisions allow).
7.WARRANTI ES AND LI MITAT IONS OF LIABILITI ES: Seller warra nts that it has
the rig ht to sell all natural gas del ivered and that such natura l gas is free from liens
and material adverse claims of any kind Sel ler will save and hold Buyer harmless
against all loss, damage and expense of every character due to adverse claims
regarding Seller's title to the natural gas delivered. In no event may Buyer pay any
adverse claimant without prior written co nsent of Seller or a final non-a ppea lable
order of a court of competent jurisdicti on ordering same.
8. TITLE AND TAX ES: Title to t he natural gas sold hereunder shall pass at the
Delivery Point(s), unless stated otherwise under "Special Provisions". In any
eve nt, Seller will pay or cause to be paid all royalties, taxes and other sums due in
production and transportation of the natural gas to the Delivery Point(s). Se ller
shall be in fu ll control and possession of the natural gas and responsible fo r any
damage or injuries caused thereby until the natu ral gas is delivered to Buyer or
Buyer's design at the Delivery representative Point(s), except fo r injuries and
damage caused by the negligence of Buyer. Buyer shall likewise pay all taxes ,or
other sums due on or after delivery and be fu lly responsible a ft er the natural gas
is delivered to the Delivery Point(s) be the except for injuries and damage caused by
the negligence of Seller. If Buyer is entitled to a tax exe mption, it is Buyer's
responsibility to provide Sel ler with any necessa ry documentation of such.
9.APPLICABLE LAW AN D REG ULATIONS: This sale is subject to all
applicable governmental laws, orders, directives, rules and regulations.
10.FORCE MAJEURE: Upon delivery of reasonably specific written notice of
inability to perfo rm, the notifyi ng party shall not be liable to the other for any failure
to perform any provision or obligati on of this Agreement and (Except Buyer's
obligations to pay fo r natural gas dispatched and delive red) If God: Federa l, State or
municipal legislation or regulation: fires, freezes, floods, storms, inclement weather
or other natural occurrences: strikes or wars: or any similar cause beyond the
reasonable control of the pa rty fa iling to perform. The notifying party shall use its
reasonable efforts to eliminate or remedy the disabling cause and restore
perfo rmance hereunder.
11.OPERATI ONAL FLOW ORDERS: In the event an Operational Flow Order is
issued by a Local Distribution Co mpany or pipeline company upstream of the delivery
point the base contract is interrupted. Any gas pulled from the supplier's pool will
be priced based on the gas daily market.
12.AS SIG NMENT: No assign ment of this Agreement or of any right or obligation
hereunder shall be made without the writte n consent of the other party, which
consent shall not be unreasona bly withheld or delayed. Change of contro l or
ownership, merger or recapitalization of either party shall not be considered an
assign ment.
13.MARKET DISRUPTION : If a Market Disruption Event has occurred then the
parties shall negotiate in good faith to agree on a replacement price for the Floating
Price (or on a method for determining a re placement price for the Floating Price) for
the affe cted Day, and if the parties have not so agreed on or before the second
Business Day fo llowing the affected Day then the replacement price for the Floating
Price shall be determ ined within the next two fo llowing Business Days with each
pa rty obta ining, in good fa ith and fro m non-affi liated market participants in the
relevant market, two quotes fo r prices of Gas fo r the affected Day of a similar quality
and quantity in the geogra phical locat ion closest in proximity to the Delive ry Point
and avera ging the four quotes. If either party fa ils to provide two quotes, then the
average of the other party's two quotes shall determine the replacement price fo r
the Floating Price. "Floating Price" means the price or a factor of the price agreed to
in the tra nsaction as being based upon a specifi ed index. "Market Disruption Event"
means, with respect to an index specified fo r a tra nsaction, any of the fo llowing
events : (a) the fa ilure of the index to announce or publish information necessary fo r
determ ining the Floating Price; (b) the fa ilure of trading to commence or the
permanent discontinuation or material suspension of trading on the exchange or
ma rket acting as the index; (c) the te mporary or permanent discontinuance or
unavailability of the index; (d) the temporary or permanent closing of any exchange
acting as the index; or (e) both parties agree that a mate rial change in the fo rmula
for or the method of determining the Floating Price has occurred. For the purposes
of the calculation of a replacement price fo r the Floating Price, all numbers shall be
rounded to three decimal places. If the fou rth decimal number is five or greater,
then the third decimal number shall be increased by one and if the fo urth decimal
number is less than five, then the third decimal number shall remain unchanged.
14.NO BOYCOTT OF ISRAEL: If Seller has fewer than 10 employees or this
Agreement is fo r less than $100,000, this section d oes not apply. Seller acknowledges
that in accordance with Chapter 2271 of the Texas Government Code, the Buyer is
prohibited from entering into a contract with a company for goods or services unless
the contract conta ins a writte n verification from the company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "co mpany" has the meanings ascri bed to those terms in
Section 2271 of the Texas Government Code. By signing this Agreement, Se ller
certifies that Seller's signature provides written verification to the Buyer that Seller:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
15. PROHIBITION ON BOYCOTTI NG ENERGY COMPAN IES: Seller
acknowledges that, in accordance with Chapter 2274 of the Tex as Government Co de,
COKINOS ENERGY CORPORATION
THESE TERMS AND CONDITIONS AND THE EXHIBIT AS COMPRISE TNE "AGREEMENT"
as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, a City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of a City with a company with 10 or more
full-time employees unless the contract contains a written verification from the
company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy
company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13,
§ 2. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signingthis Agreement, Seller certifies that Seller's signature provides
written verification to a City that Seller: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement.
16. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES: Seller acknowledges that except as otherwise
provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021,
87th Leg., R.S., S.B. 19, § 1, a City is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more that is to be paid wholly or partly
from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade associatfon; and (2) will not discriminate during the term of
the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning
ascribed to those terms by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Seller
certifies that Seller's signature provides written verification to a City that the Seller:
(1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate agai�st a
firearm entity or firearm trade association during the term of this Agreement.
17. �mmigration Nationality Act. Seller must verify the identity and employment
eligibility of its employees who perform work under this Agreement, including
completing the Employment Eligibility Verification Form (�-9). Upon request by
Buyer, Seller will provide Buyer with copies of all I-9 forms and supporting eligibility
documentation for each empioyee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish
appropriate procedures and controis so that no services will be performed by any
Seller employee who is not legally eligible to perform such services. SELIER WILL
INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELIER'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. Buyer,
upon written notice to Seller, will have the right to immediately terminate this
Agreement for violations of this provision by Seller.
understands that Buyer is a governmental entity under the laws of the State of Texas
and ali documents held or maintained by Buyer are subject to disclosure under the
Texas Public Information Act. In the event that there is a request for information
that the Seller has marked Confidential or Proprietary, the Buyer will promptly notify
Seller. it wili be the responsibility of the Seller to submit reasons object to disclosure.
A determination on whether such reasons are sufficient will not be decided by the
Buyer, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction. No waiver or forbearance of any provision of this
Agreement will be held to be a waiver or forbearance or require a waiver or
for6earance in the future. Any portion of this Agreement which may be deemed to
be unenforceable or illegal will not affect the enforceability or legality of its
remaining terms and conditions. This Agreement will not be construed as creating
any third-party beneficiaries hereof. The interpretation and performance of this
Agreement will be governed by the laws of the State of Texas. Any action to enforce
this Agreement or the rights of a Party hereunder may be brought in a court of law
having jurisdiction located in Tarrant County, Texas. Any and a�l amounts payable by
either Party under this Agreement will be in U.S. dollars.
19. APPROPRIATIONS: In the event no funds or insufficientfunds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
of such occurrence and this Agreement will terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to Buyer
of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds have been appropriated..
20. NOTICES: All notices, requests, claims, demands, exhibits and other
communications under this Agreement ("Notices") must be in writing and, unless the
method of delivery is expressly stated otherwise in this Agreement, may be sent via
U.S. mail, private courier service, fax machine, or email to the applicable address
listed below; however, a party may at any time designate a different address in a
Notice to the other party. A Notice wiil be considered effective on the date sent if
sent via fax machine or email on a Business Day before 5:00 p.m. in the receiving
Party's time zone (otherwise, on the next Business Day), and on the 2nd Business Day
after the date sent if sent via U.S. mail or courier. Business Day" means any day
except Saturday, Sunday or Federal Reserve Bank holidays.
21. RIGHT TO AUDIT: Seller agrees that Buyer will, 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, 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 Seller invoiving transactions
relating to this Agreement at no additionai cost to Buyer. Seller agrees that Buyer
wiil have access during normal working hours to all necessary Seller facilities and will
be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. Buyer will give Vendor reasonable
advance notice of intended audits.
18. MISCELLANEOUS: This Agreement and its terms are considered confidential
by each Party hereto and may not be disclosed to third parties except to the extent
disclosure is necessary for its implementation or otherwise required by law, and
except to such Party's or its Affiliate's employees, auditors, lawyers or other agents
or advisors or prospective lenders, investors or purchasers of all or substantially all
of such Party's assets or any of its rights under this Agreement, provided such
persons are required to keep the information that is disclosed in confidence. Seller
22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of
this Agreement, Buyer does not waive or surrender any of its governmental powers
or immunities.
Remainder of page intentionally blank
COKINOS ENERGY CORPORATION
THESE TERMS AND CONDITIONS AND THE EXHIBIT AS COMPRISE THE "AGREEMENT"
Buyer's Address:
Contact: Dana Burghdoff
Address: 200 Texas Street
City/State/Zip: Fort Worth, TX 76102-6314
Phone: 817-392-8018
Email: Dana.Burghdoft@fortworthtexas.gov
Seller's Address:
Jeremy Brannon
5718 Westheimer Suite 900
City/State/Zip: Houston, TX 77057
Phone: 512-289-0714
Fax:
Email:
ieremv@cokinosenergy.com
Buyer's Address for Invoices:
Contact: Juanita Rigsby
Address: 900 Monroe
City/State/Zip: Fort Worth, TX 76102-6319
Phone: 817-392-8518
Fax:
Email: i!!..Qni..t!!.,.Li&J.!?y@fortworthtexas_,BQY
Tax ID II:
Jurisdiction of
Organization:
Company
Type:
Other Information for Buyer:
U.S. Federal 75-6000528 __
Other: ________ _
Tarrant County
_Corporation __ LLC
__ Ltd Partnership ___ Partnership
__ LLP __ Other: ___ _
.K,Governmental Authority
IN WITNESS WHEREOF the parties have executed this Agreement with effect from the date specified on the first page of hereof.
Seller: Cokinos Energy Corporation
Print Name: Michael E. Cokinos
Title: President
Buyer: City of Fort Worth, A Texas Home Rule
Municipal Corporation
By: o,n9:fff.<!ft1.f.�CSTI
Print Name: Dana Burghdoff
Title: Assistant City Manager
Approval Recommended
By:�7z;._ /f----JT
Name:Ricardo Salazar
Title:lnterim Property Management Director
Contract Compliance Manager
By:�¥?
Name:Juanita Rigsby
Title: Energy Manager
23-0991
EXHIBIT "A"
INDEX PRICE
City of Fort Worth, a Texas Home Rule Municipal Corporation
Cokinos Energy Corporation agrees to sell the following natural gas supply to City of Fort
Worth, pursuant to the following terms:
1. Deliver_y Point(s): Cokinos Pool 6931for redelivery by ATMOS to:
l. Alliance Airport 0801131646
2. City of Fort Worth Biosolid (Village Creek Dryer Facility)
8000443216
2. Volume MMBtu/Month): Firm Full requirements.
3. Delivered Price/MMBtu: The natural gas price to be paid by F3uyer to Seller shall vary each
month and shall be equal to the monthly settlement price of natural
gas as indicated at the first of each month equal to the index price
posting 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 $0.05 per MMBtu plus
tiipstream fuel.
Pricing Options: At any time during the term of this agreement
and while receiving service under an index-related variable price
Buyer may request a fixed price for any number of months or for
the remainder of this agreement.
Seller agrees that, upon request by Buyer, it will provide Buyer
with an executable quote to fix the price for a Buyer requested
term and voluine. Such quote shall be market based and at a price
not to exceed the then-current NYMEX trading price adjusted for
the NGPL Texok zone basis for natural gas for the term and
volumes requested plus the cost listed in the pricing section of this
agreement.
4. Term: November 1, 2024 — December 31, 2025 (Alliance Airport)
April 1, 2024 — December 31, 2025 (Village Creek Dryer Facility)
5. Service Address: Facility Name: Alliance Airport
Address: 2000 Eagle Parkway, Fort Worth Texas
Facility Name: City of Fort Worth Biosolid (Village Creek Dryer
Facility)
Address: 2501 Greenbelt Rd. Fort Worth, TX 76118
6. Billing Address: City of Fort Worth
200 Texas Street, Fort Worth, Texas 76102
Juanita. Rigsby@fortworthtexas. gov
I acknowledge that this contract represents this entire agreement reached between Buyer and Seller.
Seller: Cokinos Energy Corparation
, �� � �.:��� ���. � � � '
= y e,
By. �:_�� ����� � _ . ��°°� . � � -
Buyer: City of Fort Worth, a Texas Home Rule
Municipal Corporation
15�ruz Bcu�A�u7a�
By. DanaBurehdoff(Nov 7.2023 �08CST)
Name: Michael E. Cokinos
Title: Presider�t
• - . 1
Name: Dana Burqhdoff
Title: Assistant City Manaqer
Date: Nov 17, 2023
COKINOS ENERGY CORPORATION
5718 Westheimer, Suite 900 � Houston, Texas 77057 � 713-974-0101 � 713-952-6922
www. cokinosenergy. co m
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