HomeMy WebLinkAbout980523.tiff RESOLUTION
RE: APPROVE ROCKY MOUNTAIN NATURAL GAS AND ELECTRIC, LLC GAS SALES
CONTRACT AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Rocky Mountain Natural Gas and
Electric, LLC Gas Sales Contract between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, and Rocky Mountain Gas and
Electric, LLC, with terms and conditions being as stated in said contract, and
WHEREAS, after review, the Board deems it advisable to approve said contract, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Rocky Mountain Natural Gas and Electric, LLC Gas Sales
Contract between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and Rocky Mountain Gas and Electric be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 1st day of April, A.D., 1998.
BOARD OF COUNTY COMMISSIONERS
WE,) COUNTY, COLORADO
ATTEST:
Constance L. Harbert, Chair
Weld Cou CI~criorSO eitid,u7
• '
W. F'. Webster, Pro-Te
BY:
\JI �'•
Deputy C
(George E. Baxter
APPR A ORM:
Da . Hall
unty orn y 5� '� � �;L-2,���
Barbara J. Kirkmeyer ✓
980523
BC0026
ROCKY MOUNTAIN NATURAL GAS& ELECTRIC L.L.C. GAS SALES CONTRACT
Contract Number: 1998-390
Seller: ROCKY MOUNTAIN NATURAL GAS&ELECTRIC L.L.C.
Buyer: WELD COUNTY GOVERNMENT
Transporter: GREELEY GAS COMPANY
Contract'term: DATE OF FIRST DELIVERY'I'I IRO OHE CALENDAR YEAR AND MONTH TO MONTH THERE
AFTER until canceled by either party with 30 days notice.Either party may request moving account back
on sales service with Greeley Gas Company.Seller will assist customer in doing this if requested.
Delivery l'oint: CUSTOMERS METER AT 915 10th STREET GREELEY,COLORADO
Units of Measurement: Ormley Gas Company measurement in MCF at the local billing pressure base.
Peak Day Quantity: MCF per day at the local pressure base.This will he determined by using the historical information
supplied by the customer.
Price: Rocky Mountain O&E will deliver the monthly requirements of the customer and provide the customer
with a 15%savings over the equivalent natural gas service provided by Greeley Gas Company under
their current rate schedule.The calculations and savings will be shown on customers invoice.
Nominations: Rocky Mountain(1&E shall utilize the appropriate electronic bulletin board to retrieve Buyer's
daily gas requirements.In the event such a system is not available,Seller shall contact Buyer as needed
by telephone or facsimile as to Buyer's estimated natural gas requirements.
Billing and Payments: Buyer shall pay Rocky Mountain(I&F within fifteen(IS)days after Buyer receives Seller's
invoice(Due Date).
Sellers Notice: ROCKY MOUN'T'AIN NATURAL GAS&ELECTRIC
8122 SOIJ'HIPARK LANE 4204
I TTLETON,CO 80120
Seller Payments: Wire Transfer Instructions: Mail Payments To:
NORWEST BANK DENVER,N.A. ROCKY MOUNTAIN NATURAL GAS&ELECTRIC
(ABA4102000076)Credit account of 8122 Southpark lane 4204
Rocky Mountain Natural Gas&Electric,L.L.C. Littleton,CO 80120
(Account 4 2073063798)
Buyer Notices Invoices'To:
And Invoices: Attention:
Special Provisions: Seller will hold and administer the transportation contracts to deliver the natural gas to Greeley Gas
Company,including daily nominations and balancing.
ITS CONTRACT CONSISTS OF'I'BIS SPECIAL TERMS PAGE AND TI IE ATI'ACI IEI)GENERAL TERMS AND CONDITIONS.
ACCEPTED:
BUYER:WELD COUNTY GOVERNMENT SELLER: ROCKY MOUNTAIN NATURAL GAS&ELECTRIC
13y:l������ECQiKC-f✓�i't /4!� By: `il I/7`-W�.� !/ C�✓/ ..
Name: Constance L. Harbert Name: G I N
Title: Chair, Weld County Board of Title:
Date: (04/01/98) Commissioners Date.
980ca3
GAS SALES CONTRACT R
GENERAL TERMS AND CONDITIONS
I. Transportation. Buyer shall pay for transportation to the Delivery Points. Buyer's obligation to purchase and take delivery of
Seller's gas,and Seller's obligation to sell end deliver gas to Buyer,is on a firm basis. "Finn"basis means that Buyer agrees to
purchase from seller,all of its natural gas requirements up to the PDQ set forth in the Special Tenns section hereof Seller agrees to
provide and deliver such volumes,subject only to the force majeure and other express provisions hereof and provisions of applicable
law.
2. Quantities. If Buyer desires to purchase and receive gas from Seller in excess of the PDQ for any facility,then Buyer shall notify
Seller of the amount of additional gas required and Seller will,on a reasonable best efforts basis,attempt to secure the gas and
transportation capacity to meet Buyers"requirements. Buyer and Seller must mutually agree to the pricing of such incremental gas and
this Contract shall be amended to reflect any price changes and to increase the PDQ.
3. Quality. All deliveries made under this Contract are subject to Transporter(s)pipeline specifications and,therefore,cannot be
affected by the parties. Any gas delivered by Seller of quality which is acceptable for transmission by Transporter shall be conclusively
deemed to be gas that is acceptable to Buyer.
4. Meters and Computation of Volumes Sold. The unit of measurement of gas delivered to Buyer at the Delivery Points shall be
specified in the Special Terms section. The parties agree that the volumes of gas sold to Buyer shall be the volume of gas which Greeley
Gas reports to Seller,maintained and operated by Greeley Gas at the Delivery Points and the parties shall accept the reports or any
revised reports by Greeley Gas of such delivered volumes,for all purposes. Seller and Buyer agree that either party may request special
meters tests,install check meters,and exercise such other rights as are allowed under the Greeley Gas tariff or transportation service
agreement with Seller.
5. Billing and payments. Seller shall prepare a statement showing the amount of payment due from Buyer directly to Seller,for said
gas,based upon actual volumes if available and if not nominated volumes and the price and payment terms specified in the Special
Terns section. Simple interest at the rate of one and one-hall(1.5)per cent per month shall accrue on payments not received by the Due
Date. If any payment has not been received by Seller by the Due Date,Seller,at its option,in addition to all other remedies it may have,
may at any time cease delivery of gas to Buyer without breach of this contract until such payment,together with accrued interest,has
been paid in full. Seller shall be entitled to reasonable attorney's fees incurred by it in collecting all late payments.
6.Warranties. Seller warrants the title to the gas delivered pursuant to the terms of this Contract and warrants that it has the tight and
lawful authority to sell the same. Seller further warrants that it will indemnify Buyer and save it harmless from suits,actions,debts,
accounts,damages,costs,losses and expenses arising from or out of adverse claims of any and all persons to said gas or to royalties,
production taxes,license fees,or charges thereon.
7. Title. Title to gas and risk of loss thereunder shall pass from Seller to Buyer at the delivery Points,and buyer shall be responsible for
the gas after delivery at said point(s). Buyer shall gave no responsibility to pay for any gas thereunder until it is actually received at the
Delivery Points unless otherwise agreed
8.Liabilities. Seller and Buyer each assume full responsibility for the operation and maintenance of their respective equipment and
facilities,and each party shall indemnify and hold harmless the other patty,its officers,employees,and agents,from and against any
and all claims,suits,causes of action,damages,liability,costs and expenses,including attorney's fees,incurred as a result of or related
to the operation and maintenance of such equipment and facilities by the responsible party.
9. Default. If either party fails to perform under the Contract except as otherwise provided for in the contract,the other party may,at its
option,terminate this Contract. to terminate,the non-defaulting party shall send written notification stating specific reasons for
termination. If the party in default does not remedy the default or give reasonable assurances and security for the remedy within seven
(7)days from receipt of such notice,this Contract shall terminate except as to obligations that accrued prior to termination. A waiver by
either party of a default in the performance of any provision of this contract shall not operated or be construed as a waiver of nay figure
default,whether of a like or different kind.
10. Force Maieure. Neither party is liable to the other for any failure to perform any provision or obligation to this contract(except
Buyer's obligation to pay for gas previously delivered)if such failure is caused or results directly or indirectly from any act of God;
federal,state or local legislation or regulation;fires,floods,storms or other natural occurrences;strikes,war or accidents;the
unwillingness of any pipeline to accept gas ho delivery due to pipeline force majeure;or any other cause beyond the control of the party
failing to perform. A party suffering force majeure shall notify the other party and shall use its reasonable best efforts to promptly
remedy the cause of force majeure.
980Sa 3
II. Application Law and Regulations. This Contract shall be construed under the laws of the State of Colorado. In the event any
provision of this contract is declared to be unlawful by a court of competent jurisdiction,the remainder of this contract shall remain in
full force and effect. this Contract is also subject to all governmental laws,order,directives,rules and regulations.
12. Assignment. The rights or obligations of the parties under this Contract may not be assigned without the written permission of the
other party,which permission shall not be unreasonably withheld. The foregoing notwithstanding,(I)nothing herein shall prohibit
either party hereto from pledging or assigning its interest in this contract for purposes of collateralizing debt obligations without the
necessity of consent by either party,and(ii)assignments by way of merger,liquidation,operation of law,or in connection with a sale of
all or substantially all of the assets of the assignor shall be permitted. this Contract shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
13. Notice. Any notice required herein shall be deemed to have been properly served upon receipt if telecopied,delivered personally,or
sent by regular or certified mail to the address stated in the Special Terns section hereof.
14. Taxes. Buyer is responsible for paying any taxes,fees,tariffs,and/or charges imposed upon the sale of gas under this Contract,
regardless of which party hereto may be required to collect and pay such by law or tariff If Buyer is exempt from the obligation to pay
certain taxes,then Buyer shall provide Seller with documentation establishing that exemption.
15. Inspection of Books and Records. Each party hereto shall have until two(2)years after the termination of this Contract,at its
expense,the right during normal business hours to examine the books and records of the other party to the extent necessary to verify the
accuracy of any statement,charge,computation,or demand made upon or pursuant to any of the provisions of this Contract. My
statement shall be final as to both parties unless questioned within two(2)years from the date of discovery of any error,and in any
event,within two(2)years from the date of delivery of such statement. As to information furnished by Transporter,any statement shall
be final as of the date set forth in Transporter tariffs. Statements shall be subject to adjustment based upon adjustments make by
Transporter. All books or accounts and records of either party relating to this contract,deliveries of gas thereunder,and the amount
thereunder,or microfilm or microfiche copies thereof,shall be preserved for a period of at least three(3)years.
16. Entire Agreement:Disclaimer of Implied Warranties. This contract supersedes,amends and modifies any prior agreements,
representations,warranties or contracts between the parties for the purchase and sale of gas and contains all of the agreements of the
parties. Any and all prior representations,agreements,warranties,or contracts shall conclusively be deemed to have been merged
herein. This Contract shall not be modified or amended except by a written instalment specifically referencing this Contract which has
been executed by the parties hereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN,THERE ARE NO WARRANTIES OF ANY
KIND,EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,FITNESS
` p` FOR A PARTICULAR PURPOSE OR WARRANTIES BY AFFIRMATION,PROMISE,DESCRI ' . ' ` AMPLE.
\u,` `/I �arTlrC ferbLm a. . eat ... r no '
- ty that the information which must be disclosed to: third
- . - •• .:, , the: s or which must res.
18. Creditworthiness. Prior to the commencement of deliveries and sales of natural gas under this Contract,and from time to time
thereafter,Buyer shall furnish Seller with credit information as may be reasonably required to determine Buyer's creditworthiness.
Buyer may be required to famish Seller with a satisfactory letter of credit,guarantee,or other good and sufficient security of a
continuing nature and in a satisfactory amount as determined by Seller in its sole discretion.
19. Nominations and Authorized Usage. buyer agrees to:(a)use its best efforts to maintain usage within the nomination provisions of
Seller's agreement with Transporter;(b)limit use of gas to the Peak Daily Quantity set forth in the Special Terms section unless
authorized by Seller to exceed such use,and(c)upon sufficient notification by Seller,reduce or discontinue use of gas during any and
all period when Transporter requires such reduction or discontinuance of use as provided in Transporter tariff. Buyer shall be liable for
any penalties or charges assessed by Transporter for continued use in such circumstances.
20. Balancing and Penalties. Transporter can impose penalties,charges and/or additional transportation charges(the"Penalties")for
imbalances,scheduling,violation of orders or directives issued by Transporter,or any other reason allowed in Transporter tariff
including cash-outs and overrun charges. Buyer and Seller shall be obligated to use their best efforts to avoid imposition of such
Penalties. If during any month Buyer or Seller receives and invoice from Transporter which includes any Penalties,both parties shall be
obligated to use their best efforts to determine the validity,as well as the cause,of such Penalties.
(a) If the Penalties were imposed as a result of Seller's action(which shall include,but shall not be limited to,Seller's failure to deliver
a daily quantity of gas equal to Buyer's PDQ),then Seller shall pay such Penalties.
(b) If the Penalties were imposed as a result of Buyer's action(which shall include,but shall not be limited to,Buyer's taking of a
quantity of gas in excess of Buyer's PDQ),then buyer shall pay such Penalties.
90.5-0'R 3
NEPROCKY MOUNTAIN NATURAL GAS & ELECTRIC L.L.C.
8122 Southpark Lane,Suite 204
Littleton,Colorado 80120
Phone:303-797-3388
Fax:303-797-6022
{ 0 __ j--,J
13, 1998 r" r, 42: : '�
Jean D. Gillingham a
Weld County Government 4./
915 10th Street
Greeley, Colorado 80632
Dear Jean :
Enclosed is the executed contract for your natural gas supplies. Could you please send us
instructions on the billing procedure and let us know who to send the invoices to.
Thank you for your assistance in this matter.
Sincerely,
< ivy/
Bill Warburton
98o5) 3
• t1
CLERK TO THE BOARD
PHONE (970) 356-4000, EXT.4218
VII
FAX: (970) 352-0242
P.O. BOX 758
C. GREELEY, COLORADO 80632
COLORADO
April 9, 1998
ROCKY MOUNTAIN NATURAL GAS AND ELECTRIC
8122 SOUTHPARK LANE 204
LITTLETON, CO 80120
RE: CONTRACT NUMBER 1998-390
Dear To Whom It May Concern:
Enclosed find two originals of the "Rocky Mountain Natural Gas & Electric LLC Gas Sales
Contract." Please have the contracts signed and return one (1) of the contracts in the enclosed
envelope as soon as possible.
Thank you for your swift assistance with this matter.
If you have questions or need additional information, please do not hesitate to contact me at
(970) 356-4000, Extension 4225.
Sincerely,
lt
Jean D'Gillinghard>'
Clerk to the Board
Enclosures
g06a3
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