HomeMy WebLinkAbout05127 - WASATCH ENERGY LLC PURCHASE OF NATURAL GAS r$i( 1Lr."ry5ii,7.•,Ia1jLLpIid1GC FJiiliy. ,ldii"IiJLw'..ijll nli1floP"I ' + ' TI'r,^. ai
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DOCument 9: A5177- (Group: PROCUREMENT P Active
gas
ApprovalDate: 07,ro6I2005rnatural„Ex7i1'e.l}ate: 11;302006 V Clos�e[IQate: --1 � ------ --- Financlals
Q 4 CYI IYI a Ill
^Y' f Owed: a.flo
Comparr, lWasaich Energy LLC XRef: 1PROCUREMENT - - Paid: 'O.QO
" \ /�n I Contact: Insurance Department Ph; ( ) - E1tt:rf y
64+ Address: IL010 North 500 East,Suite 200 Bal: $0.00
Address$:
O- City.. North Satt Lake- -- ---_ - St: UT Zip: 44054 Country:
Fax _
- Fa ( ) - entail: - - �1 Service: In File --- ------- - -- -
Insurance Status: I-eltificale and Policies are OK
p Document Tracking Items (D61 click heading to Sorg
N. Nts TrlxiltgQte Cade Item Due By Completed AmtAdded Amtf' '
1 1. 11 � N . •. 1 1 1 1 "wl
04111/2006 co py provided by department- no prig on 111e 1 1 i t 000 0 00:_.
k LT- --
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_
II
DOCUMENT TRACKING
Page: 1
Re Report: One Document Detail April 11, 2006
r I Condition' Document Numbera5127.
vvl
Dols Document# Description Approval Date Expiration Date Closed Date
A51 A5127 Purchase of natural gas 07/06/2005 11/30/2006
Ca Company Name: Wasatch Energy LLC
Ad( Address: 1010 North 500 East, Suite 200, North Salt Lake, UT 84054
Gri Group: PROCUREMENT
Sei Service: In File
xRj xRef: PROCUREMENT
Insl Ins.Status: Certificate and Policies are OK
Doi Document Tracking Items: Due Completed Tracking Amount Amount
Col Code Item Description Date Date Date Added Paid
MO 7707 - not prov by dept 07/06/2005
copy provided by department-no orig on file 04/11/2006
* " " END OF REPORT" * "
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DOCUMENT TRACKING
Page: 1
Report: One Document Detail April 11, 20Q6
Condition: Document Number a5127,
Document# Description Approval Date Expiration Date Closed Date
A5127 Purchase of natural gas 07/06/2005
Company Name: Unknown at time of approval
Address:
Group: PROCUREMENT
Service: Incomplete/Missing
xRef: PROCUREMENT
Ins. Status: No Certificate on file.
Document Tracking Items,
Due Completed Tracking Amount Amount
Code Item Description Date Date Date Added Paid
MO 7707- not prov by dept 07/06/2005
* * * * * * END OF REPORT* * * * * *
.77 •
NATURAL GAS SALES AGREEMENT
Date: November 10, 2005
BUYER SELLER
City of Palm Springs Wasatch Energy LLC
3200 E. Tahquitz Canyon Way 1010 North 500 East, Suite 200
Palm Springs, CA 92263-2743 North Salt Lake, UT 84054
Attn: Bruce Johnson Attn: Robert Turner
Telephone: (760) 322-8373 (801) 451-9200
Facsimile: (760) 323-8238 (801) 451-9204
Tax ID: Tax ID: 75-3038973
Seller owns or controls quantities of natural gas which it desires to sell to Buyer, and
Buyer desires to purchase quantities of natural gas from Seller, all on the terns and provisions set
forth below. Seller and Buyer therefore agree as follows:
1. Confirmations. From time to time Seller and Buyer will seek to reach Agreement
on the quantities of natural gas to be purchased and sold during a particular period, the point(s) of
delivery of such natural gas, and the purchase price therefor. Such quantities, point(s) of
delivery, price, period of delivery, and other terms specific to such transaction shall be confirmed
by Seller by Continuation Letter substantially in the form of Exhibit A hereto to be transmitted to
Buyer by mail, facsimile or other electronic means. Such Confinnation Letter shall be
conclusively binding upon the parties and shall obligate Seller to sell and deliver and Buyer to
receive and purchase natural gas as set forth in the Confrrmzation Letter unless Buyer shall object
to any provision thereof by written notice given to Seller by mail, facsimile or other electronic
means, which notice must be received by Seller by 5:00 p.m., Seller's local time, on the second
business day following Buyer's receipt of the Confirmation Letter.
2. Regulatory Changes. Any changes in the tariffs of the regulated utilities or
pipelines associated with gas delivery to the Buyer, will result in modifications to this Agreement
and the Exhibit(s) to this Agreement.
3. Term. The term of this Agreement shall commence on December 1, 2005 and
shall continue until November 30, 2006 and year to year thereafter unless canceled by either
party, upon 30 days written notice to the other, upon 30 days prior to the end of the contract
period; provided, however, that this Agreement shall nevertheless continue in effect for the
remainder of the period covered by any then outstanding Confirmation Letter(s) and the payment
of any sums coming due hereunder.
C. Waiver. No waiver of any breach of this Agreement shall constitute a
waiver of any other or any subsequent breach.
f. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of the parties. However, no party may
assign this Agreement, or any rights hereunder, without the prior written consent of the other
party, not to be unreasonably withheld.
g. Partial Invalidity. If any provision of this Agreement is determined to be
invalid or unenforceable, such determination shall not affect the validity or enforceability of any
other provision of this Agreement.
h. hitegration. This Agreement sets forth the entire Agreement of the parties
as to the subject matter hereof and supersedes all prior understandings and Agreements, whether
oral or written. Any amendment of supplement hereto shall be in writing. Paragraph headings
used herein are for convenience only and shall not be used in construing this Agreement.
i. Authori . Each party represents that it has full authority to enter into this
Agreement and to perform its obligations hereunder.
j. Arbitration. In the event of any dispute hereunder, authorized
representatives of the parties shall endeavor in good faith to resolve the matter in a timely manner.
Any dispute not so resolved shall be submitted to a qualified arbitrator having expertise in the
subject matter of the dispute in arbitration proceedings conducted in Salt Lake City, Utah, in
accordance with the commercial Arbitration Rules of the American Arbitration Association. The
arbitrator may, but shall not be required to, award fees and costs (including reasonable attorneys'
fees and costs) to the prevailing party.
k. Rules and Regulations. This Agreement is subject to all laws, rules,
regulations, and orders of governmental agencies having jurisdiction over the subject matter
hereof.
1. Confidentiality. The terms and provisions of this Agreement are
confidential and proprietary to the parties and shall not be disclosed by either party to third
persons without the prior written consent of the other party, except as may be required by law.
M. Conflict with Confirmation Letter. In the event of a conflict between any
teen or provision of this Agreement and any tern or provision of a Confirmation Letter issued
hereunder, the teen or provision of the Confirmation Letter shall control.
Executed as of the date written above.
Buyer: ' 8 Seller:
City of Palm Springs Wasatch Energy, LLC
By
Date Date
✓!J g G � -5--
4XIA
4. Pa vent. Seller shall invoice Buyer each month for natural gas delivered during
the prior month and shall provide customary supporting documentation. Buyer shall pay Seller
within 15 days after receipt of Seller's invoice. Should Buyer fail to pay any invoice when due,
the unpaid balance shall bear interest from the date due until paid at the prime rate in effect from
time to time as published by the Wall Street Journal, plus two percent (2%), compounded
quarterly. In the event of any inaccuracy in or dispute as to any billing, the parties shall
cooperate in good faith to resolve such matter expeditiously.
Each party shall have the right, at its own expense, and upon reasonable notice and at
reasonable times, to inspect and audit the books and records of the other party to the extent
necessary to verify the accuracy of any charge, adjustment, payment, or computation hereunder.
All invoices and payments shall be conclusively deemed final unless objected to in writing
within 12 months following the date of the subject invoice.
When reasonable grounds for insecurity of payment arise, Seller may demand adequate
assurance of performance. Adequate assurance shall mean sufficient security in the form and for
the term reasonably specified, including but not limited to, a standby irrevocable letter of credit, a
deposit, a prepayment, a security interest in an asset acceptable to the demanding party or a
performance bond or guarantee by a creditworthy entity. In the event Buyer shall (i) make an
assignment or any general assignment for the benefit of creditors; (ii) default in the payment
obligation to the other party; (iii) file a petition or otherwise commence, authorize, or acquiesce
in the commencement of a proceeding or cause under any bankruptcy or similar law for the
protection of creditors or have such petition filed or proceeding commenced against it; (iv)
otherwise become bankrupt or insolvent(however evidenced); or (v)be unable to pay its debts as
they fall due; then Seller shall have the right to either withhold and /or suspend deliveries or
terminate the contract without prior notice, in addition to any and all other remedies available
hereunder. Seller may immediately suspend deliveries to Buyer hereunder in the event Buyer has
not paid any amount due Seller hereunder on or before the second day following the date such
payment is due.
5. Measurement and Title. The measurement of natural gas delivered hereunder
shall be performed by the pipeline designated by Seller to receive the natural gas at the point(s)
of delivery. Title shall pass to Buyer at the point(s) of delivery. Seller shall have responsibility
for and assume any liability with respect to natural gas prior to delivery to Buyer at the point(s)
of delivery, and Buyer shall have responsibility for and assume any liability with respect to
natural gas after delivery to Buyer at the point(s) of delivery. Seller warrants that it will have and
deliver good and merchantable title to all natural gas sold hereunder, flee of all liens, claims, and
encumbrances.
6. Indemnification. Seller shall indemnify Buyer and save it harmless from all
losses, costs, and liabilities of whatsoever nature (including, without limitation, attorneys fees
and costs) arising out of claims of title, personal injury or death, and property damage from
natural gas delivered hereunder or charges thereon which attach prior to the passage of title to
Buyer. Buyer shall indemnify Seller and save it harmless from all losses, costs, and liabilities of
whatsoever nature (including, without limitation, reasonable attorneys' fees and costs) arising out
of claims of title, personal injury or death, and property damage from natural gas delivered
hereunder or charges thereon which attach after the passage of title to Buyer.
-2-
7. Force Majeure. Neither party shall be liable to the other to the extent the
performance of any obligation hereunder (other than an obligation to pay money when due and
the obligation to shortfall provisions attached to any fixed price) is prevented by an event of force
majeure. As used herein "force majeure" shall include, without limitation, acts of God; fires and
explosions; weather; strikes, lockouts and other industrial disturbances; war or insurrection; any
law, rule, order or action of any governmental entity; the exhaustion, reduction; the inability or
unwillingness of the pipeline to receive or transport natural gas subject to this Agreement; or
other causes beyond the control of the affected party, whether similar or dissimilar to those
specifically enumerated. The party claiming force majeure shall give prompt notice to the other
party of the nature and expected duration of such event and shall make commercially reasonable
efforts to resolve the event or occurrence in order that perfonmance may resume.
8. Taxes and Royalties. Seller shall pay all production, severance, or similar taxes,
levied or assessed against natural gas prior to delivery to Buyer hereunder and shall inderrnrify
and hold Buyer harmless therefrom. Buyer shall pay all taxes, fees, tariffs, and other charges
levied, assessed, or incurred after delivery to Buyer.
9. Qualit . All natural gas delivered to Buyer hereunder shall meet the quality and
pressure specifications of the receiving pipeline.
10. Miscellaneous.
a. Imbalances. Seller will allow Buyer a plus or minus twenty percent (+/-
20%) volume tolerance from the first of the month nomination. Seller's invoice will be based on
actual consumption by Buyer. Consumption that is within +/-20% of the first of month volume
estimate or nomination will be priced at the Contract Price (Fixed or Indexed to NGI) as set forth
in the Confirmation Letter referenced in Section 1 above. Should Buyer's actual consumption
exceed 120% of the first of month nomination, such excess over 120% will be priced at the Gas
Daily, daily average (GDD) of the postings for the midpoint for Socal Border price plus $.03/Dth
for the month of delivery. Should Buyer's actual consumption fall below 80% of the first of
month nomination, remuneration for such shortfall below will be based on the difference
between the Contract Price and the GDD Socal Border price minus $.03/Dth. If the GDD Socal
Border is lower than the Contract Price, Buyer will pay Seller the difference between such GDD
price minus $.03/Dth and the Contract Price times the shortfall volume. If the GDD Socal
Border price is higher than the Contract Price, Seller will pay Buyer the difference between the
GDD price minus $.03/Dth and the Contract Price times the shortfall volume. Buyer agrees to
immediately notify Seller of any material or anticipated unusual variances in Buyer's gas usage.
b. Billing & Notice. Arty notice hereunder shall be in writing and may be
personally delivered, sent by recognized overnight express courier, or by facsimile, to the address
or facsimile number set forth above (or to such other address or facsimile number as a party may
direct by written notice to the other) and shall be effective upon receipt.
Buyer Seller
Physical Address: Physical Address:
1010 North 500 East
-3-
North Salt Lake, UT 84054
Contact: Contact: Contract Administration
Phone: Phone: (801) 451-9200
Fax: Fax: (801) 451-9204
Corporate Offices: Corporate Offices:
Same as above
Contact: Contact:
Phone: Phone:
Fax: Fax:
Invoices and Billing: Invoices and Billing:
Same as above
Contact: Contact: Gas Accounting
Phone: Phone: (801) 451-9200
Fax: Fax: 801 451-9204
Duns Number: Duns Number:82-532-7786
Wire Transfer or ACH Numbers: Wire Transfer or ACH Numbers:
ABA: ABA: 121000248
Account: Account:63550-10053
Other Details: Other Details:
d. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Utah, excluding any conflict of law rule which would result in the
application of the law of another jurisdiction.
-4-
Exhibit A
CONFIRMATION LETTER ISSUED UNDER
NATURAL GAS SALES AGREEMENT
BUYER SELLER
City of Palm Springs Wasatch Energy LLC
3200 E. Tahquitz Canyon Way 1010 North 500 East, Ste. 200
Palm Springs,CA 92263-2743 N. Salt Lake,UT 84054-1918
Attn:Bruce Johnson Attn: Robert Turner
Telephone: (760) 322-8373 (801)451-9200
Facsimile: (760) 323-8238 (801)451-9204
Tax ID: Tax ID: 75-3038973
Buyer and Seller confirm the following transaction between Buyer and Seller pursuant to the Natural Gas
Sales Agreement identified above:
Exhibit Date: November 14,2005
Term: December 1,2 05 through ember 30,2006
16
Price: Fixed price of$93: Dth o rthe schedule of volumes as set forth below and NGI,
First of month,Bidweek Index plus $.03/Dth on the remainder of Buyer's quantity
requirements.
Dec - 11,050 Dth Jun- 10,625 Dth
Jan- 10,500 Dth Jul- 12,350 Dth
Feb - 8,450 Dth Aug- 12,350 Dth
Mar- 10,825 Dth Sep- 12,350 Dth
Apr- 10,400 Dth Oct- 11,700 Dth
May- 11,050 Dth Nov- 10,725 Dth
These quantities are based on 75% of Buyer's projected total requirements.
Quantity: 100%of Buyer's full natural gas requirements for its facilities.
Delivery Point: SoCal Border
Additional Terms: In the event of a conflict between any tern or provision of the Natural Gas Sales
Agreement identified above and any tern or provision of this Confirmation Letter,the term or provision of this
Confirmation Letter shall control. Seller will be the exclusive Contracted Marketer or Agent for the Buyer. In
the event that applicable regulatory changes are implemented,the delivery point and index pricing will be
subject to change. 7
BUYER SELLER
City of Palm Springs Wasatch Energy LLC
Signe
eof
Date:
e
G �A-)'
MAR-29-2006 WED 02:24 PM WASATCH ENERGY FAX NO, 8014519204 P. 02/07
11/id/05 11:24 FAX 760 92a 823a P9 PROCIMMENT QJ009
NATURAL GAS SALES AGREEMENT
Date: November 10,2005
BUYER SELLER
City of Palm Springs Wasatch Energy LLC
3200 E.Tahquitz Canyon Way 1010 North 500 East,Suite 200
Palm Springs,CA 92263-2743 North Salt Lake,UT 84054
Atta: BMW Johnson Attw Robert Turner
Telephone: (760) 322-8373 (901) 451-9200
FaGsitmile: (760)323-8239 (801)451.9204
Tax ID: Tax ID:75-3038973
Seller owns or controls quantities of natural gas which it desires to sell to Buyer, and
.Buyer desires to purchase quantities of natural gas from Seller, all on the terms and provisions set
forth below. Seller and Buyer therefore agree as follows:
1, Co atims. From time to time Seller and Buyer will soot to reach Agreement
on the quantities of natural gas to be purchased and sold during a particular period,the point(s)of
delivery of such natural gas, and the purchase price therefor. Such quantities, point(s) of
delivery, puce,period of delivery, and other terms specific to such transaction shall be conf rmed
by Seller by Confirmation Lotter substantially in the form of Exhibit A hereto to be transmitted to
Buyer by mail, fitostnile or other electronic means. Such Confirmation Letter shall be
conclusively binding upon the parties and shall obligate Seller to sell and deliver and Buyer to
receive and purchase natural gas as set forth in the Confirmation Letter unless Buyer shall object
to any provision thereof by written notice given to Seller by mail, facsimile or other electronic
means, which notice must be received by Seller by 5:00 p.m., Seller's local time, on the second
business day following Buyer's receipt of the Confirmation Letter.
2. Regulatory Chances, Any changes is the tarifFs of the regulated utilities or
pipelines associated with gas delivery to the Buyer,will result in modifications to this Agreement
and the Exhibit(s)to this Agreement.
3, Term. The term of this Agreement shall commence an December 1, 2005 and
sha11 continue until November 30, 2006 and year to year thereafter unless canceled by either
party, upon 30 days written notice to the other, upon 30 days prior to the end of the contract
period; provided, however, that this Agreement shall nevertheless continue in effect for the
remainder of the period covered by any then outstanding Confirmation Letters) and the payment
of any sums coming due hereunder.
MAR-29-2006 WED 02:25 PM WASATCH ENERGY FAX NO, 8014519204 P. 03/07
11/14/05 11:24 Fi1E 780 329 82LB PROCUREMENT �pp4
— - -- e, i . No waiver of an bread' y h of this Agreement shall constitute a
waiver of any other or any subsequent breach.
f, Successors and Assigns. This Agreement shall be binding upon and'inure
to the benefit of the respoctive successors and assigns of the parties, However, no party may
assign this Agreement, or any rights hereunder, without the prior written consent of the other
party,not to be unreasonably withbeld,
g, Partial Invalidity, If any provisioq of this Agreement is determined to be
invalid or unenforceable, such determination shall not afi<ect the validity or enforceability of any
other provision of ibis Agreement.
h. TntegTb 'on, This Agreement sets forth the entire Agreement of the parties
as to the subject matter hereof and supersedes all prior understandings and Agreements, whether
oral or written. Any amendment of supplement hereto shall be in writing, Paragraph headings
used herein are for convenience only and shall not be used in construing this Agreement.
i
i. Autltori Each party represents that it has fiill authority to enter into this
Agreement and to perform its obligations hereunder-
j, Arbitration. Tit the event of any dispute hereunder, authorized
representatives of the pasties shall endeavor in good faith to resolve the matter in a timely manner.
Any dispute not so resolved shall be submitted to a qualified arbitrator having expertise in the
subject matter of the dispute in arbitration proceedingsl conducted in Salt Lake City, 'Utah, in
accordance with the commercial Arbitration Rules of the lAmerican Arbitration Association, The
arbitrator may, but shall not be required to, award fees aqd costs (including reasonable allomeys'
fees and costs)to the prevailing party,
k. Rules and Reeulations. This A�eement is subject to all laws, rules
ragulations, and orders of governmental agencies hay' jurisdiction over the subject spatter
hereof. II
I
1. Confidentiality. The terms aqd provisions of this Agreement are
confidential and proprietary to the pasties and shall fi rt be disclosed by dither patty to thud
persons without the prior written consent of the other part,except as may be required bylaw.
ur. Conflict with Confirmation Letter. In the event of a conflict between any
term or provision of this Agreement and any tetra or provision of a Confirmation Letter issued
hereunder, the term or provision of the Confirmation Letter shall control,
Executed as of the date written above.
Buyer: yi , 3e11'r:
City of Palm Springs tit arch BMW LLC
XSy
Date Irate i/ 1��
�17G�JiZ �✓ � I w� �D"�'�'
MAR-29-2008 WED 02:25 PM WASATCH ENERGY FAX N0, 8014519204 P. 04/07
11/14,/05 ,11�25 FAX 780 820 8288„ , PS PROCIMEnNT 1 4005
i
4. Pemont. Seller shall ' voice Buyer each goath for natural gas delivered during
the prior month and shall provide cue wary supporting dog curnmtation. Buyer shall pay Seller
within 15 days after receipt of Seller's 4170100, Should Buyer fail to pay any invoice when due,
the unpaid balance shall bear interest from the date due nntj paid at the prime rate in effect from
time to time as published by the Kill Street Journal, plus two percent (2%), compounded
quarterly. In the event of any inacciracy in or dispute as to any billing, the parties shall
cooperate in good faith to resolve such matterexpeditiously.
Each party shall have the nigh at its own expense, and upon reasonable notice and at
reasonable timos, to inspect and andi the books and rec rds of the other party to the oxteut
necessary to verify the accuracy of any charge, adjustment,.payment, or computation hereunder.
All invoices and payments shall be onclusively deamaGl final unless objected to in writing
within 12 months following the date of the subject invoice.
When reasonable grounds for ' security of paym,e t arise, Seller may demand adequate
assurance of performance. Adequate surauce shall mean)sufficient security in the form and for
the tern reasonably specified,inclu ' but not limited to,�standby irrevocable letter of credit, a
deposit, a prepaymolnt, a security int st M, on asset ac optable to the demanding party or a
performance bond or guarantee by a reditworthy entity. In the event Buyer shall Q) make an
assignment or any general assignmacu for the benefit of creditors; (ii) default in the payment
obligation to the other party; (iii) file petition or otherwise continence, authorize, or acquiesce
in the commencement of a proceed or cause under Ty bankruptcy or similar law for the
protection of creditors or have such ;etition filed or proceeding commenced against it; (iv)
otherwise becomo bankrupt or insolvent(however evidepc�,d); or(v)be unable to pay its debts as
they fall duo; then Seller shall have a right to dither Wlrthhold and /or suspend deliveries or
terminate the contract without prior n�tico, in addition tq any and all othei remedies available
hereunder. Seller may immediately su�pend deliveries,to Buyer hereunder in the event Buyer bus
not paid any amount due Seller here der on or before tl{e second day following the date such
payment is due.
5. t and Titi , The measurement of natural gas delivered htroundci
shall be performed by the pipelIgnated by Seller tol receive the natural gas at the point(s)
of delivery. Title shall pass to t the points) of delivery. Seller shall have responsibility
for and assume any liability wict to natural gas p or to delivery to Buyer at the point(s)
of delivery, and Buyer shall have reispousibility for.and?assuunc any liability with respect to
natural gas after delivery to Buyer at t e point(s)of delivery, Seller warrants that it will have and
deliver good and merchantable tide to ]l natural gas soldereander,free of all liens,claims, and
encumbrances,
6, indemnification. Sell shall indemnify Puyer and save it harmless from all
losses, costs, and liabilities of rvha ever nature (inc]udutg, without limitation, attorneys fees
and costs) arising out of claims ofte, personal 'in)uryl or death, and property damage from
natural gas delivered hereunder or c gcs thereon vi?7tic# attach prior to the passage of title to
Buyer. Buyer shall indemnify Seller aund save it harmless from all losses, costs,and liabilities of
whatsoever nature(inchrding,without ' itation,masunab a attorneys, fees and costs) arising oat
of claims of title, personal Uouuy o death, and prop damage from natural gas delivered
hereunder or charges thereon which at h after the pass of title to Buyer.
I ,
MAR-29-2006 WED 02:26 PM WASATCH ENERGY FAX NO, 8014519204 P. 05/07
11:25 FAIJ,0g0 323 8238 Pe PROCUREMENT @J008
7, Force Majeure. Neither party shall be liable to the other to the extent the
Performance of any obligation hereunder (other than an.obligation to pay money when due and
the obligation to shortfall provisions attached to any fixed price)is prevented by an event of fora
majeure. As used horein"force majeure shall include,without limitation, acts of God; fires and
explosions; weather; strikes, lockouts and other industrial disturbances; war or insurrection; any
law, rule, order or action of any governmental entity; the exhaustion, reduction; the inability or
unwillingness of the pipeline to receive or transport natural gas subject to this Agrecment; or
other causes beyond the control of the affected party, whether similar or dissimilar to those,
specifically enumerated. The party claiming force majeure shall give prompt notice to the other
party of the nature and expected duration of such event and shall make commercially reasonable
efforts to resolve the event or occurrence in order that performance may resume.
8, Turrea and Re, ties. Seller shall pay all production, severance, or similar taxes,
levied or assessed against natural gab prior to delivery to Buyer hereunder and shall indemnify
and hold Buyer harmless therefrom, Buyer shall pay all taxes, fees, tariffs, and other charges
levied,assessed,or incurred after delivery to Buyer.
9. 0roll . All natural gas delivered to Buyer hereunder shall meet the quality and
pressure specifications of the receiving pipeline.
10. Miscellaneous.
a. Imbalances. Seller will allow Rayer a plus or minus twenty percent (+I-
20°fa)volume tolerance from the first of the month nomination. Seller's invoice will be based on
actual consumption by Buyer. Consumption that is within +/-20% of the first of month volume
estimate or nomination will be priced at the Contract Price (Fixed or Indexed to NGI) as set forth
in the Confirmation Letter referenced in Section 1 abovo. Should Buyer's actual consumption
exceed 120% of the first of month nomination, such excess over 120%will be priced at the Gas
Daily, daily average(GDD) of the postings for the midpoint for Socal Border price plus$.03/Dth
for the month of delivery, Should Buyer's actual consumption foM below 80% of the first of
month nomination, remuneration for such shortfall below will be based on the difference
between the Contract Noe and the GDD Socal Border prico minus S.03/Dth. If the GDD Socal
Border is lower than the Contract Price, Buyer will pay Seller the difference between such.GDD
price minus $.03/D4% and the Contract Price times the shortfall volume. If the GDD Socal
Border price is higher than the Contract Price, Seller will pity Buyer the difference between the
GDD price minus $.03/Dth and the Contract Price tunes the shortfall volume, Buyer agrees to
immediately notify Seller of any material or anticipated unusual variances in Buyer's gas usage,
b, Billing & Notice, Any notice hereunder shall be in writing and may be
personally delivered, sent by recognized overnight express courier, or by facsimile,to the address
or facsimile number set forth.above (or to such other address or facsimile number as a party may
direct by written notice to the other)and shall be effective upon receipt.
BUM Seller
Physical Address: Rhasical Address:
1010 Na 5. 0 East
-3-
MAR-29-2006 WED 02:26 PM WASATCH ENERGY FAX NO, 8014519204 P. 06/07
11:26 FAX 760 �28„ 8298 P9 PROCITOMENt' f�007
North S 9�t tie,,TJT 84054
Contact: Contact; Contract Admini lion
Phone: Phone: l80.1)451-9200
Fax: Fax: 01)451-9204
9Qm0-TR-te-QWWm- Comoratc Offices:
Same as about
Contact: Contact;
Phone: 'Phone:
Fax: Fax:
lnyoices illinn: Invoices and,Billing:
Same as above
Contact: Contact: Gag Accounting
Phone: Phone: (801)451-9200
Fax- Fax: (801)451-9 04
Duns Number: Duns Number.82-532-7M
Wire Transfer or ACH Numbers: Wire Ttans£er or ACIT Numbols:
ABA: ARA: 111000248
Account: Acoount:62550-10053
Other Dotails: Other Details:
d. 0overning La}y. This Agreement shall be construed in accordance with
the laws of the State of Utah, excluding any conflict of law rule which would result in the
application of the law of another jurisdiction.
-4-
MAR-29-2006 WED 02:24 PM WASATCH ENERGY FAX NO, 8014519204 P. 01/07
11/14/04 11:24 FAX 780 AgI.,8236 PS PROCLIMI$NT Q 002
lixhiblt A
CONkiRMATION LETTER ISSUED UNDER
NATURAL GAS SALES AGRUMONT
BUYER SELLER
city of Palm Springs Wasateh Enotgy LLC
3200 E.Tahquitz Cauyon Way 1010 North 500)last,Ste.200
Palm Springs,CA 92263-2,743 N.Salt Lake,UT 84054-1918
Attn:Bruce Johnson Attn:Robert T nicr
Telephone;(760)322-9373 (801)4$1.9200
Macsimile;(760)323.8238 (801)451-9204
Tax ID: Tax 10:75-3039973
Buyer and Seller coufum the following transacliou between Buyer and Seller pursuant to the Natural Gas
Sales Agreement identified above:
$trhiblt Date: November 14,ZOOS
Term: December 1.2f
gh (�mbor 30,7006
price: PSxodprioe of ,21Dth oe schedule of volumes as sat forth below and NGI
First of month,Bidweelt in ox plus S,03/Dth ou the romainder of Buyer's quantity
requirements,
Doc-11,050 Dth Jun-10,625 Dth
Jan-10,500 Dth Jul-12050 Dth
Fob- 8,450 DO Aug-12,350 Dth
Mar-10,926 Dtb Sep-12,3511 Dth
Apr- 10,400 Dth Oct-11,700 Dth
May-1I'm Dth Nov-10,725 Dth
These quantities are based on 75%of Buyer's projected total requirements.
Quantity: 100%ofBuyer's full namial gas requirements for its facilities.
Delivery Point. SoCal Border
Additional Termsr In the event of a conflict between any term or provision of the Nattual Gas Sales
Agreement iden0ed above and any tam or provision of this Confirmation Latter,the term or provision of this
Confirmation Letter shall control Seller will be the exclusive Contracted Marketer or Agent for the Buyer. In
tho event that applicable regulatory cbangca are implemented,the delivery point.and index pricing will be
subject to change.
BTWER SELLER
City of Palm Springs Wasatch EncrEy LLC
Date; /I �'"� t/J� �h r
Jay 'Thompson
From: Jay Thompson
Sent: Tuesday, March 28, 2006 12:17 PM
To: Bruce Johnson
Subject: MIA Agreement No. 5127
Bruce, on July 6 the City Council approved agreement no A5127 to purchase natural gas. I know this agreement
did not have a specific time frame. We have not been submitted anything. Please advise if we have execute any
agreement or if we have plans to in the near future. THANKS, Jay
4/5/2006