HomeMy WebLinkAboutORD 2001-060 ORDINANCE NO. 2001-60
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS FINDING AFTER REASONABLE NOTICE
AND HEARING, THAT TXU GAS DISTRIBUTION'S RATES AND
CHARGES WITHIN THE CITY SHOULD BE CHANGED;
DETERMINING JUST AND REASONABLE RATES; ADOPTING
GENERAL SERVICE RATES INCLUDING RATE ADJUSTMENT
PROVISIONS AND MISCELLANEOUS SERVICE CHARGES TO
BE CHARGED FOR SALES AND TRANSPORTATION OF
NATURAL GAS TO RESIDENTIAL, COMMERCIAL AND
INDUSTRIAL CUSTOMERS; PROVIDING FOR RECOVERY OF
RATE CASE EXPENSES; PRESERVING REGULATORY RIGHTS
OF THE CITY; PROVIDING FOR REPEAL OF CONFLICTING
ORDINANCES; DECLARING AN EMERGENCY AND PROVIDING
FOR AN EFFECTIVE DATE
WHEREAS, the City Of Grapevine ("City"), acting as a regulatory authority has
previously suspended the effective date of TXU Gas Distribution's ("Company")
application to increase rates in the City in order to study the reasonableness of that
- application; and
� WHEREAS, the City of Grapevine, in a reasonably noticed public hearing
considered the company's application, a report from the City's consultants who were
retained to evaluate the merits of the Company's application and a settlement
agreement negotiated with TXU Gas Distribution by a Steering Committee of Cities on
the Northwest/Mid Cities Distribution System; and
WHEREAS, the City has determined that the Company's rates within the City
should be changed and that the Company's application should be granted, in part, and
denied in part.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Section 1. That on February 15, 2001, TXU Gas Distribution, a division of TXU
Gas Company ("Company") filed with the Governing Body of this municipality a
Statement of Intent to Change Residential, Commercial and Industrial Rates charged to
consumers within this municipality. Also filed were the Tariff for Gas Service in
Northwest Metro/Mid-Cities Distribution System ("Tariff for Gas Service") and the
supporting Cost of Service Schedules ("Schedules").
�'"� Section 2. That the existing rates and charges of TXU Gas Distribution are
�
hereby found, after reasonable notice and hearing, to be unreasonable and shall be
changed as hereinafter ordered. The changed rates resulting from this Ordinance are
hereby determined to be just and reasonable rates to be observed and in force within
the City.
Section 3. That the Company has agreed to modify the rates proposed in its
Statement of Intent and the modified rates are reflected in the revised Tariff for Gas
Service attached hereto as Exhibit "A". The revised Tariff for Gas Service includes Rate
Schedules 4100 — Index of Rates and List of NW Metro/Mid Cities System Cities, 4101 -
Residential Service, 4102, 4109, and 4110 — Commercial Service, 4121 through 4123 —
Industrial Sales 4104 — Industrial Transportation, 4131 — Industrial Sales and
Transportation, 4108-4, 4108-5 and 4108-6 — Rate Adjustment Provisions, 9001 through
9007 — Miscellaneous Service Charges and Rider 4116 — Surcharges.
Section 4. That the maximum general service rates for sales and
transportation of natural gas rendered to residential, commercial and industrial
consumers within city limits of Grapevine Texas by TXU Gas Distribution, a division of
TXU Gas Company, a Texas corporation, its successors and assigns, are hereby fixed
and approved as set forth in the revised Tariff for Gas Service and Rate Schedules
4101 — Residential, 4102 4109, and 4110 — Commercial Service, 4121 through 4123 —
Industrial Sales, 4104 — Industrial Transportation and 4131 — Industrial Sales and
Transportation. The rates reflected in the attached tariffs are found to be reasonable.
Nothing contained herein shall limit the right of industrial and transportation customers
- - with competitive options to negotiate rates with the Company that differ from approved
tariffs.
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Section 5. That the Rate Adjustment Provision set forth in the attached revised
Tariff for Gas Service as Rate Schedules 4108-4 Gas Cost Adjustment, 4108-5 Tax and
Franchise Fee Adjustment, and 4106-6 Weather Normalization Adjustment are
approved.
Section 6. That the Company shall have the right to collect such reasonable
charges that are necessary to conduct its business and to carry out its reasonable rules
and regulations. Such miscellaneous service charges are identified in Rate Schedules
9001 through 9007 of the attached revised Tariff for Gas Service.
Section 7. That the Cities' rate case expenses are found to be reasonable and
shall be reimbursed by the Company. The Company is authorized to recover the rate
case expenses reimbursed to the Cities and the Company's rate case expenses (at an
amount not to exceed $85,000) through a per Mcf surcharge based upon total system
sales as set forth in Rider 4116 in the attached revised Tariff for Gas Service.
Section 8. That the aforesaid rate schedules and riders herein approved shall
be effective for rendered on or after August 20, 2001.
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ORD. NO. 2001-60 2
Section 9. That the rates set forth in this Ordinance may be changed and
amended by either the City or Company in any other manner provided by law. Service
hereunder is subject to the orders of regulatory bodies having jurisdiction, and to the
Company's Rules and Regulations currently on file with the City.
Section 10. That unless otherwise noted herein, other than TXU Gas
Distribution (a named party), no person or entity has been admitted as a party to this
rate proceeding.
Section 11. That it is hereby found and determined that said meeting at which
this ordinance was passed was open to the public, as required by Texas law, and that
advance public notice of the time, place and purpose of said meeting was given.
Section 12. That this ordinance shall be served on TXU by U.S. Mail to the
Company's authorized representative, Autry Warren, TXU Gas Distribution Rates
Manager, TXU Business Services, 1601 Bryan Street, Dallas, Texas 75201-3411.
Section 13. That nothing contained in this ordinance shall be construed now or
hereafter in limiting or modifying, in any manner, the right and power of the City under
law to regulate the rates and changes of TXU Gas Distribution.
Section 14. The fact that the present ordinances and regulations of the City of
G. Grapevine, Texas are inadequate to properly safeguard the health, safety, morals,
peace and general welfare of the inhabitants of the City of Grapevine, Texas, creates an
emergency for the immediate preservation of the public business, property, health,
safety and general welfare of the public which requires that this ordinance shall become
effective from and after the date of its passage, and it is accordingly so ordained.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 21st day of August, 2001.
APPROVED:
�'s�s-�"`.�
William U. Tate
I�layor
ATTEST;
�.�i.i�c�. �
Linda Huff
City Secretary
4��
ORD. NO. 2001-60 3
APPROVED AS TO FORM:
�-.'. �-�°
�' �
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John F. Boyle, Jr.
City Attorney
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ORD. NO. 2001-60 4
EXHIBIT� TO 1���_���
Page �_ of �3�
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T�
TARIFF FOR GAS SERVICE
. IN THE
,�,..� NORTHWEST METROIMID CITIES
DiSTRIBUTtON SYSTEM
l"XU G�S DISTRIBUTION
�.
I ,�
EXHI8IT.�-- TO of ..�-�—
P�ge
Tariff for Gas Service TXU Gas Distribution
*�''°� RATE SCHEDULE: Index of Rates S List of Cities No.4100
APPLICABLE TO: NW Metro/Mid Cities Distribution REVISlON:0
��= System DATE: U7I20l01
EFFECTiVE DATE: 07/20101 PAGE: 1 of 2
RATES:
4100 Index of Rates and List of NW MetrolMid Cities Distribution System Cities
4101 Residential Service
4102 Commercial Service
4104 Industrial Transportation
4109 Commercial Service-Carrallton
4110 Commercial Service-Farmers Branch
4121-4123 Industrial Sales �
4131 Industrial Sales and Transportation
,�,.�,
RATE ADJUSTMENT PROVISIONS:
t .
4108-4 Gas Cost Adjustment
4108-5 Tax 8�Franchise Fee Adjustment
4108-6 Weather Normalization Adjustment
MISCELLANEOUS SERVICE CHARGES:
9001 Connection Charge
9002 Read for Change Charge
9003 Returned Check Charges
9004 Delinquent Notification Charge
9005 Main Line Extension Rate
9006 Excsss Flow Vaive Charge
9007 Certain Stand-by Gas Generators
_��
SURCHARGES:
4116 Surcharge Rider
EXHI8IT� TO , � �
Page ._.�. of
Tariff for Gas Service TXU Gas Distribution
"'�"' RATE SCHEDULE: Index of Rates�List of Cities No.4100
APPLICABLE TO: NW MetrolMid Citles Distribution REVISION: 0
'�"" System DATE:07/20/01
EFFECTIVE DATE: O7/20101 PAGE: 2 OF 2
LIST OF NW METRO/MID CtTIES DISTRIBUTION SYSTEM CITIES:
Addison,Texas
Argyle,Texas
Arlington,Texas �
Aubrey, Texas
Bedford,Texas
Carrollton,Texas
Colleyville,Texas
Coppell,Texas
Copper Canyon,Texas
Cross Roads,Texas
Dalworthington Gardens,Texas .
Denton,Texas
Doubie Oak,Texas
Eu{ess,Texas "
Farmers Branch,Texas
Flower Mound,Texas
� Grapevine,Texas
Hickory Creek,Texas
Highland Village,Texas t �
Hurst,Texas
Irving,Texas
Justin,Texas
Ke11er,Texas
Krum,Texas
Lake Dallas,Texas
Lewisville,Texas
Mansfield,Texas
Marshall Creek,Texas
Northlake,Texas
Pantego,Texas
Pilot Point,Texas
Ponder,Texas
Roanoke,Texas ,
Sanger,Texas
Shady Shores,Texas .
Southlake,Texas
Trophy Ciub,Texas
Westlake,Texas
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Tariff for Gas Service TXU Gas Distribution
� RATE SCHEDULE: Residential Service No.4101
�� APPLICABLE TO: NW MetrolMid Cities Distribution REVISION: 0
System DATE:07I20101
EFFECTIVE DATE: 07/20/01 PAGE: 1 OF 1
RESIDENTIAL SERVICE
Monthiy Rate:
Subject to applicable adjustments, the foilowing rates are the maximum applicable to residential
consumers per meter per month or for any part of a month for which gas senrice is available at the same _
I�cation.
Customer Charge $ 7.0000
All Consumption @ 0.8335 Per Mcf
if the service period is less than 28 days in a month the customer charge is$0.25 times the number of
days service. If the consumption contains a portion of an Mcf,a prorata portion of the per Mcf charge wili
be made.
Biils are due and payable when rendered and must be paid within fifteen days from monthly billing date.
APPLICABLE RATE SCHEDULES/RIDERS
�""� Rate Adjustment Provisions:
, ,
�„ 4108-4 Gas Cost Adjustment
4108-5 Tax&Franchise Fee Adjustment
4108-6 Weather Normalization Adjustment
MiscellaneouslService Charges:
9001 Connection Charge
9002 Read for Change Charge
9003 Returned Check Charges
9004 Delinquent Notification Charge
9005 Main Line Extension Rate
9006 Excess F►ow Valve Charge
Surcharges:
4116 Surcharge Rider
�:�
/r �/�j� /-�'
EXHIBIT�. TO��--=� af •��
Page _.�L....-
Tariff for Gas Service TXU Gas Distribution
RATE SCHEDULE: Commercial Service No.4102
APPLICABLE TO: NW Metro/Mid Cities Distribution REVISION: 0
System* DATE:07/20/01
EFFECTIVE DATE: 07120l01 PAGE: 1 OF 1
COMMERCIAL SERVICE
Monthly Rate:
Customer Charge $ 12.0000
First 20 Mcf @ 1.1371 Per Mcf
Next 30 Mcf @ 0.8371 Per Mcf
Over 50 Mcf @ 0.6871 Per Mcf
If the service period is less than 28 days in a month the customer charge is$.4286 times the number of
days service. If the consumption contains a portion of an Mcf,a prorata portion of the per Mcf charge wifl
be made.
Bills are due and payable when rendered and must be paid within fifteen days from monthly billing date.
APPLICABLE RATE SCHEDULESlRIDERS
Rate Adjustment Pr�visions:
4108-4 Gas Cost Adjustment
_��� 4108-5 Tax&Franchise Fee Adjustment
4108-6 Weather Normalization Adjustment
Miscellaneous/Service Charges:
9001 Connection Charge
9002 Read for Change Charge
9003 Retumed Check Charges
9G04 Delinquent Notification Charge
900b Main Line Extension Rate
9006 Excess Flow Vafve Charge
9007 Certain Stand-By Gas Generators
Surcharges:
4116 Surcharge Rider
� ,
'Not Appl�cable in Carrollton and Farmers Branch. See Rate Schedule Nos. G109 8�4110.
, . _
EXHIBIT � TO Qti����"�°
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Tariff for Gas Service TXU Gas Distribution
� RATE SCHEDULE: Commercial Service-Carrollton No.4109
i�, , APPLICABLE TO: Carroliton REVISION:0
DATE: 07120/01
EFFECTIVE DATE: 07120l01 PAGE: 1 OF 1
COMMERCIAL SERVICE -CARROLLTON
Monthly Rate:
Customer Charge $ 12.0000
First 20 Mcf @ 1.1552 Per Mcf
Next 30 Mcf @ 0.8552 Per Mcf
Over 50 Mcf @ 0.7052 Per Mcf
if the senrice period is less than 28 days in a month the customer charge is$.4286 times the number of
days service. If the consumption contains a portion of an Mcf,a prorata portion of the per Mcf charge will
be made.
Bills are due and payable when rendered and must be paid within fifteen days from monthly billing date.
APPLICABLE RATE SCHEDULES/RIDERS
�_� Rate Adjustment Provisions:
4108-4 Gas Cost Adjustmen't
4108-5 Tax& Franchise Fee Adjustment
�: 4108-6 Weather IVormalization Adjustment
MiscellaneouslService Charges:
9001 Connection Charge
9002 Read for Change Charge
9003 Returned Check Charges
9004 Delinquent Notification Charge
9005 Main Line F�ctension Rate
9006 Excess Flow Valve Charge
9007 Certain Stand-By Gas Generators
Surcharges:
� 4116 Surcharge Rider
�.;,,,
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EXHIBIT_,�._ TO --
P�ge _..�... of �..
Tariff for Gas Service TXU Gas Distribution
� RATE SCHEDULE: Commercial Service-Farmers Branch No.4110
� APPUCABLE TO: Farmers Branch REVISION: 0
DATE: 07/20/01
EFFECTNE DATE: 07/20/01 PAGE: 1 OF 1
COMMERCIAL SERVICE - FARMERS BRANCH
Monthly Rate:
Customer Charge $ 12.0000 _
First 20 Mcf @ 1.1393 Per Mcf
Next 30 Mcf @ 0.8393 Per Mcf
Over 5Q Mcf @ 0.6893 Per Mcf
If the service period is less than 28 days in a month the customer charge is$.4286 times the number of
days service. If the consumption contains a portion of an Mcf,a prorata portion of the per Mcf charge will
be made.
Bills are due and payable when rendered and must be paid within fifteen days from monthly billing date. �
APPLICABLE RATE SCHEDULESlRIDERS
Rate Adjustment Provisions:
4108-4 Gas Cost Adjustmerit '
�" 4108-5 Tax&Franchise Fee Adjustment
4108-6 Weather Normalization Adjustment
Miscellaneous/Service Charges:
9001 Connection Charge
9002 Read for Change Charge
9003 Returned Check Charges
9004 Delinquent Notification Charge
9005 Main Line Extension Rate
9006 Excess Flow Va1ve Charge
9007 Certain Stand-By Gas Generators
Surcharges:
4116 Surcharge Rider
�
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EXHIBIT� TO � � "�
Page .�--- of � o _
Tariff for Gas Service TXU Gas Distribution
�' RATE SCHEDULE: Industrial Trans ortation No.4104
APPLICABLE TO: NW MetrolMid Cities Distribution REVISION: 0
� � System DATE: 07/20l01
EFFECTNE DATE: 07/20/0'1 PAGE: 1 OF 1
INDUSTRIAL TRANSPORTATION
Monthly Rates:
The maximum fee for industrial transportation service on the NW Metro/Mid Cities Distribution System
is$1.2551 per MMBTU delivered plus applicable taxes exclusive of the backup fee. -
The above transportation fees include both the fees incurred to move the gas from the receipt point on
the transmission system to the city gate and the fee incurred to move the gas from the city gate to the
customers facility.
If the fees for transportation service on the transmission system change,the revised fees will be included
in the overall transportation rate charged to customers.
100%of the increase in transportation fees incurred to move the gas from the city gate to the customers
facility is to accrue to the benefit of TXU Gas Distribution.
Rate Schedule No. 4104 is closed to new customers as of the effective date of this tariff. Current
customers taking service pursuant to this tariff will no longer be eligible for this service upon contract
,�k� termination. Current customers may convert their existing contract to new Rate Schedule No. 4131.
When the final contract subject to Rate Schedule No.4104 expires or is terminated, Rate Schedule No.
4104 will be cancelled. , ,
�a
APPLICABLE RATE SCHEDULES/RIDERS
Rate Adjustment Provisions:
4108-5 Tax&Franchise Fee Adjustment
Surcharges:
4116 Surcharge Rider
�
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EXH{BtT� T� ot ..�.--
Page
Tariff for Gas Service TXU Gas Distribution
' ' RATE SCHEDULE: Industriat Sales No.4121-4123
APPLICABLE TO: NW MetrolMid Cities Distribution REVISION: 0
'""� System DATE:07/20/01
EFFECTIVE DATE: 07120/01 PAGE: 1 OF 1
INDUSTRIAL SALES
Monthiy Rates:
Industrial Rates-N is hereby amended and revised as foilows:
Subject to Company's limitations on the availability of each rate,Customer shall receive service under its
choice of one of the following rates in accordance with the rate selected by Customer as provided in the
contract:
;. RATE4121 __ ;
First 125 Mcf or less $ 238.82
All over 125 Mcf @ $ 1.864 per Mcf
RATE`4122 '
First 600 Mcf or less $ 1,068.21
�°� All over 600 Mcf @ $ 1.718 per Mcf
.
. _
, ' RfiTE 4123 '
� First 1,250 Mcf or less $2,062.78
All over 1,250 Mcf @ $ 1.658 per Mcf
In all other respects,Industrial Rates-N shall remain in effect as filed with the Cities in the NW Metro!Mid
Cities Distribution System. 100% of the increase in industrial margin is to accrue to the benefit of TXU
Gas Distribution.
Industrial Rate N is cfosed to new customers as of the effective date of this tariff. Current customers
taking service pursuant to this tariff will no longer be eligible for this service upon contract termination.
Current customers may convert their existing contract to new Rate Schedule No. 4131. When the final
contract subject to Industrial Rate N expires or is terminated,Industrial Rate N schedule will be cancelled.
APPLICABLE RATE SCHEDULESIRIDERS:
Rats Adjustment Provisions
4108-5 Tax&Franchise Fee Adjustment
Surcharges:
4116 Surcharge Rider
�.R-.
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EXHIBIT�_ TO ��"---�==
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Tariff for Gas Service TXU Gas Distribution
RATE SCHEDULE: Industriai Sales&Trans ortation No.4131
APPLICABLE TO: NW Metro/Mid Cities Distribution REVISION: 0
�'"'," System DATE:07/20/01
EFFECTIVE DATE: 07/20I01 PAGE: 1 OF 1
INDUSTRIAL SALES AND TRANSPORTATION
Monthly Rates:
Customer Charge(Minimum Biil) $200.00 per meter
Btu transported per month Rate/MMBtu
First 600 MMBtu $0.5476
Next 650 MMBtu $0.4051
Next 48,750 MMBtu $0.3466
Over 50,000 MMBtu $0.2647
Availability:
These rates are available to gas customers who elect to take service under the terms and conditions of
� this Optional Industriai Gas Sales or Gas Transportation Contract and ail schedules applicable to the service
selected,attached as Optianal industrial Gas Sales or Gas Transportation Contract and Schedules A, B,C,
and D. �
�r
Adjustment for Gas Cost:
Each industrial sales customer's monthly bill sha11 be adjusted for gas cost as follows:
The city gate rate referenced in Rate Schedule 4108-4 less all approved charges in excess of the �
commodity cost of gas, as adjusted from time to time.
APPLICABLE RATE SCHEDULES:
Rate Adjustment Provisions
4108-4 Gas Cost Adjustment
4108-5 Tax&Franchise Fee Adjustment
Surcharges
4116 Surcharge Rider
�.:,�
: EXHI8IT__�__ TO r�ti,���,,-��- ��
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OPTIONAL II�iDUSTRIAL GAS SALES OR GAS TRANSPORTATION CONTRACT
LS-MC# (For Cenain Irtdustrial Customers Served Inside a Ciry Through Distribution System Only)
This Contract is entered into effecdve the da of .20_.
"Customer:" TXU Gas Distribution,a division of
sExn xo�rtcES�ro: TXU Gas Company,`°TXiJGD:"
Address: SEND NOTICES TO:
�-- 301 S.Harwood Street,Suite 460 South
Attention; Dallas,Texas 75201
g�; eMail: Attn:Contract Administration
SEND INVOICFS T'O: Faa: (214)875-3584
Address: eMail:
SEND PAYMENTS TO:
Attention: eM�l� P.O.Boz 9I0255
Dallas,Texas 75391-0255
SERVICE OPT10N:For the first Contract Year G�stomer may choose,sub}ed to TXUGD's agreement,sales service with or without plant
protecflon supply service or tcansportation service with or without plant protection supply urvice;and the quantities of gas to be Purchased or
transported each relevant period,as sct out in the Selection of Service Form auached hereto as Schedule"A;'subject to the terms set out _
herein.Each annuai Seleuion of Service Form agreed upon by Cusiomer and TXUGD will become part of this Contract.
7'ERM:This Contract will be effecdve for a Primary Term of one(1)Contract Year,and will continue from Contract Year to Contract Year
thereafter,subject to termination under terms set out in Schedule"B."'I7ie first Contract Year will commence at 9:00 A.M.ceatral clock time
on the fust day of the month after iniva!deliveries of gas to C�stomer are measure�through T'XUGD's measurement facilitics and will end at
9:OQ A.M.centrai clock time on tht same month and day one year thereafter,or at 9:00 A.M.central ctock time on the day of
,20 ,whichever is la[er. Each Contract Year after the first Contract Year will consist of twelve(12)
billin moaths.
SALES SERVICE RATE:C1�stomer will pay TXUGD for the volumes of gas purchased and received by Clistomes and sotd and delivered by
TXUGD at the Delivery Point at the]atest effecdvc Schedute of Opcional Indusuial Rates for gas sales service established for the city in which
the Delivery Point is located as they may be changed from time to time.In addition C�stomer will pay TXUCD the Monthly Mecer Charge and
tax reimbursement as described in Scbedule'B:'
TRANSPORTATION SERVICE RA7E:C�►stomer will pay TXUGD for gas delivered at the Delivery Point cach billing month at the latest
effective Schedule of Optional Indusirial Rates for gas transportation service established for the city in which the Delivery Point is located as
they may be changed from time to time.In addition Customer will pay TXi3GD the Monthly Meter Charge:retention of a percentage of the
as received for trans rtation,as described below;and tax reimbursement as described in Schedule'B.°
,f -• PLANC PROTECTION SUPPLY RATE:(�utomer witl pay TXUGD for the Plant Procection Supply Volume of gas at the latest effective
Schedute of Optional Industrial Rates for gas sales service established for the city in which the Delivery Point is]ocated as thcy may be
chan ed from time to time,whether C�stomer takes such volume of as or not.
MON'TFILY Pt,ANI'PROTECTiON SUPPLY CHARG�Customer will pay T7{UGD for Plant Protection Supply Service a monthly charge
'�`� calculated by mu]tiplying the Plant Protecdon Suppiy Volume times che number of days in the billing month times the difference between the
margin in ihe 6rst block of the Commercial Rate and We margin in the first biock of the Opdonal Industrial Rate for gas sales service
established for the ci in which the DeGv Point is located as such difference ma chan e from dme to Gme.
REIENTION:TXUGD may retain a percentage of the gas received for iransport(the"Retention Volume")and will take tiUe W such volume
of gas as a part of the Transportadon Service Rate.Such percentage will be TXUGD's most recently established companywide distdbution lost
and unaccouniad for gas percentage calculated as provided in 16 TAC Section 7.52(3)(B)treating a21 TXUGD distribution systems as one
s stem
MONTHLY MEI'ER CHARGE:C�stoma will pay TXUGD$200.00 per meter per month as a part of the Sales Service Rate and the
Trans ortaiion Service Rzte.
RECEIPT POIN'T(S): The Receipt Point for gas transportaiion service will be at the Receipt Point as defined in paragraph 8 of Schedute D
for the City of ,Texas,located at and
a[any active city gate on svch distribution system hereafter mutualIy agreed to in writing by TXUCD and C�sfomer.
DELIVERY POINT:The Delivery Point for gas sold or transported will be inside the City of
on TXUGD's distribudon system downstream from the above city gate at the point of interconnecti�n between TXUGD's measurement
facilities and Customer's facilities at Clistomer's Faciliry located at
COST OF NEW FACILITIES:Customer will pay 7'XUGD�
for an uired new or addiiional faciliti?s rior to commencement of an service under this Contract.
TXU Gas Disiribution,a division of
[C:�,tomer's Com�any Name) TXU Gas Company
By — ��1
Si;.a!uie Signature
--, _.� Prinia�.Na�e �—!._ _..`._ —`---- Printe�,`'Name
�_ _ ____ � _____, as Attorr,ey-in-Fact for'I'YU Gas Distribution
Ticle
�� � � Signature Pa€�e
P.EVISIOt+• 5(25/0? raTiACHrf�NT TO RATE SCtiEDULE �'�I.�1
EXHI8IT_.Q... T O ���a��-��
Pa9e �._ of � - �
SCHEDULE��A"TO
OPTIONAL INDUSTRIAL GAS SALFS OR GAS TRANSPORTATION CONTRACT
� Selection of Service Form
1. Customer gives notice to'I'XU Cas Distribution('TXUGD")that CWstomer,during the Coniract Year beginning at 9:00 A.M.
central clock dme on the_day of .20_,and ending at 9:00 AM.central clock time on the_day of ,
20 under the terms of that cectain Optional lndustrial Gas Sales or Gas Transportation Contract,dated the_day of ,
20_,becween Cbstomer and TXUGD(the"Contract'�,elecu to receive[CHECK ONLY ONE]:
[ ] Sales Service without Plaat Protection Supply Serrice. Customer agrees to purchase,receive and pay for gas during the
Conh�act Year in accordance with TXUGD's latest effecdve Schedule of Op[ional Indusuial Rates for gas sales service in
the city in which the Delivery Point is located(which schedule is incorporaied by reference and made a part hereo�,
together with all addiGonal fees,charges and costs provided for in this Contract. Having selected sales service without plant
protecdon supply service,C1�sWmer agrees that the gas sold and the reIated gas sales service provided under the terms of
this Contract will be subject to the priority of service for curtailment provided in the Schedule of Optional lndustrial Rates
and that TXUGD will have no duty or obligadon to provide plant protecdon supply gas or standby gas supply for Customer.
[ ] Sales Service with Piant Protection Supply Servtce. Customer agrees to purchase,receive and pay for gas during the _
Contract Year in accoidance with TXUGD's latest effective Schedule of Opdonal Industrial Rates for gas sales service in
the city in which the Deiivery Point is located(which schedule is incocporated by reference and made a part hereo�,to pay
the Monthly Plant Protection Supply Charge,to pay the Plant Protaction Supply Rate for the Piant Protection Suppty
Volume and to pay all the addidonal related fees,charges and costs provided for in this ContracL Customer agees that the
ges sold and the relatod gas sales service provided under the tern�s of this Contrad will be subject to the priority of service
for curtailment provided in the Schedule of Optional Industriai Rates,except that Plant Protection Supply Volumes will be
subject to curtailment only for reasons of force majeure.
[ ] Traasportatioa Service without Piant Protectian Supply Service. Customer agrees to receive and pay for gas
transportation service during the Contract Year in accordance with TXUGD's latesc effecdve Schedule of Optional
Industria]Rates for gas uanspoRation service in the city in which the Delivery Point is located(which schedule is
incorporated by reference and made a part hereo�,and to pay all addidonal fees,charges,tax reimbursement and costs
provided for in this Contract,but Cbstomer does not elect to receive plant protection suppIy service. Customer,having
made this choice,recognizes,undcrstands and agrees that TXUGD will have no duty or obligation to provide CLstomer or
its third-party gas suppliers with plant protection supply gas,"scandby gas supply,"a"back-up"gas supply or any other gas
supply beyond the trazssportation of Custoc�r's gas under the transpoRation terms of this Contract.
[ ] Z�ansportatioa Service wlth Plant Protection Supply Service. Customer agrees to receive and pay for gas transportation
�.. service during the Contract Year in accordance withTXUGD's latest effective Schedule of Opdonal Industrial Rates for gas
transportation service in the city in which the Delivery Point is located(which schedule is incorporated by reference and
made a part hereo�,to pay aIl addidonal fees,charges,tax reimbursement and costs provided for in this Contract,to pay the
Monthly Plant Protaction Supply Charge,to�ay the Plant Protection Suppty Rate for the Plant Protection Supply Volume
and to pay all additional fees,charges,tax reimbursemeni and costs provided for in this Contract. (�stomer agrees that the
Plant Proteciion SuppIy Volumes will be subject to curtailmeot for reasons of force majeure.
2. The undersigned Cusiomer does heroby propose,subjed to the agreement of TXUGD expressed by its execudon of this Selection
of Service Form,the following contract quandties:
Minimum Monthly Quantity(MinMQ)=l25 decatherms;
Maximum Annual Quantity[Per Contract Year](MA�= decatherms;
Mfazimum Daily Quac:tity(�lDC�= decatherms;
Maximum Hourfy Quandty(MHQj= decatherms;and
Plant Protection SuppIy Volume - decatherms per day.
3. Clistomer understands,acknowledges and agrees that T'XUGD cannot and dces not gvarantee a constant delivery of sales gas
under this Contract
4. The present Optional Industrial Rate for gas sales service is$0.,_�Q;per decatherm for the first 6QQ decatherrns;S0._
�¢)per deeatherm for the next 650 decatherms;$0.,L_¢)per dQCatherm for the next 48,750 decatherms;$0.�(__
¢)per decatherm for gas transported in excess of 50,000 decatherms;plus adjusted gas costs as described therein;plus the charge to
TKUGD to have the gas transported to che applicable city gate,
5. 77�e present Op[ional Industrial Rate for transportation service is S0. �_2)per decat�crcn for Cr,e firsi 600 decatherms;
$0.�(__�)pe�decaiherm for the ne�t 650 decathcx�;$0.�L_¢}per decz.cherm for the next 48,750 decatherms;
S0._(^�tj per decau3erm for gas transparted in excess of 56,000 decatherms.
6. "Ihe present differ�nce�etwcen thc ma:gia in ihe first blec:t of the Commercia!Rate and the mar�n in L�e irst block of the
Industrial Rate us.�in the c,alculaticn o:tha?vlon[hly Plant Proteciion Supply Chazg�w such difference�:zy ch;mge from time to
°" time.Tl�e presen;difference ir.such margins is_ .
�.»
�
EXH18tT_.� TO � �'
Pa9e 1�_ of �1��
7. REIENTION:TXUGD may retain a percentage of the gas received for t�ansport(the'Reten6on Yolume'�and will take titie to
such volume of gas as a part of the Transportation Service Rate.Such percentage will be TXUGD's most recendy established
companywide distribution lost and unaccounted for gas percencage calcalated as provided in 16 TAC Section 7.52(3)(B)heating all
TXUGD disuibudon systems as one system.The presently established percentage is °b-
8. If C�stomer etxts transportation secvice herwnder,Customer agees:(a) that TXUGD's�eceipt and delivery of transport gas
under the terms and provisions of this Contract is subjccc to limitation,intearup6on or discontinuation and TXUGD will never be
�,„�,� liable ia damages or othawisc on account of having so intenupted or discontinued such receipts or deliveries of gas;(b)to assume
any and all risks,including,but not limited to,lost profits,damaged or destroyed fadlities,lost or damaged production,damaged or
desuoyed mac6inery and/or equipment,and the failure of G1�stomer's facility and/or business due to an interruption or discontinuance
of Cnstomer's transpoct gas supply or of tbe transportation of snch gas under this Contract;and(c) to indemnify and hold TXUGD
harmless from and against any and all damages.costs,losses and ezpenses f ncluding reasonabk attorneys'fees)that may be
sustained by TXUGD due to any claim,demand,suit or aciion brought against TXUGD(whether or not the claim,demand,suit or
acdon is found to be valid)by any person or endty arising out of,resulting from or connected,in whole or in part,with an
intem�ption or discontinuakion of the supply of transpod gas or ihe transportation of such gas.
9. TXIIGD's latest effective Schedule ot Optional Industrial Rates in the city in wtuch the Delivery Point is located,including the
terms of the signature page,Schedute"A," Schedule"B"and Schedule"C" for gas sales service:and the signature page,
Schedule"A;'Schedde`B°and Schedule"D" for gas transportation service,are he,reby incorporated by refer�ence and made a .
part of this Contract
TXU Gas Distribution,a division of
[Cuscom«'s Company AIame] TXtJ Gas Company
B y By Signatnte
Signatiue
Printed Name Printed Name
as as Attomey-in-Fact fa TXU Gas Distribution
Titk
�**END OF SCHEDULE"A"*"'
�
, .
�
�w
2
EXHIBIT� TO � �f" �
SCHEDULE�B"�co Pa98 —+�— of _�1..._—
OPTIONAL INDUSTRIAL GAS SALES OR GAS TRANSPORTATION CONTRACT
`� � GENERAL TERMS AND CONDITIONS APPLICABLE TO BOTH SALFS SERVICE
AND TRANSPORTATION SERVICE
���
1. Oualification
(a) In order to qualify as a Customer and receive service under this Contract a customer must:(i)be secved from a
connection to a TXUGD distribution system downstream from a city gate and inside the boundaries of a city;(ii)be
served without exceeding the capacity of TXUGD's existing facilities;and(iii)qualify to receive service as an
industrial customer under TXUGD's Rate Schedule No.200 issued in April of 1999;however,such customer may
not be an electric generaaon customer,and must consume at least ISIX}decatherms as an annual average instead of
not less than 125 mcf per month of iu Contract Year.
(b) A customer,other than a residential customer,that is otherwise qualified,but does not have a minimum gas -
usage of 1500 decatherms as an annual average,may choose commercial class gas sales service.
{c) Service under this Conuact will not be available to a customer that has another ezisting gas sales or
transportation contract or agreement related to those facilities described on the signature page of this Contract for
gas service from TXUGD's distribution facitities. Natural gas transportation or sales service under this Contract
will only be available to such customers upon the termination of such other contracts.
(d) Customer must have entered a written agreement with TXUGD in the form of the Contract that is a part of the
approved tariff applicable hereto.
(e) Customer must have selected one of the service options and other variable terms and provisions that are
agreeabie to TXUGD,as provided on the signature page of this Con�act and on the Selection of Semce Form,
which is included as Schedule"A."Such a signature page and such Selection of Service Form will,when agreed to
�
by TXUGD,become a part of this Contract and incotporated herein.
{fl This Contract,including all applir�abte Schedules and tariffs,constitutes the entire contract between Cus[omer
and TXUGD with respect to Customer's facilities described on the signature page for the purposes herein
��"` designated.
(g} Service under this Contract will only be available where Optional Industrial Rates are in effect.
2. Definitions
(a) "Agreement"or"mutual ageement"as used in this Conuact in regard to an agreement of the parties on a
variable term or provision of this Contract,at inception or in the future,mean an agreement that will not be
unreasonably withheld by either party;however,the agreement of TXUGD will necessarily be dependent upon the
relevant distribvtion system operadng conditions,which TXUGD will not be reqa'ued to change,and TXUGD will
not be required to change the capacity of its system or add new facilities.
(b) "Billing month"means that petiod of time beginning at 9:00 A.M.centrat clock time on the fust calendar day
of a calendar month and eading at 9:00 A.M.central clock time,on the first calendaz day of the fopowing calendaz
month for which TXUGD submits a statement to Customer for the services,fees,taz reimbursement,costs,charges
and compensation due to TXUGD under the provisions of this ContracG
(c) °Contract Year"means the period of time beginning at 9:00 A.M.central clock time on the fust day of the
month after initial deliveries of gas to Customer are measured through TXUGD's measurement facilities and ending
at 9:00 AM.central clock time on the same day and month one(1)year thereafter,or as otherwise set forih on the
signahue page of this Contract.
(d) "Day" means the period of ti:ne beginning at 9:00 A.M.central cieck time or,one calendar day and ending at
9:00 A.M.central clock time on t2:e following ca]endar day.
�,� (ej "Decathern�" has the meaning set forth in paragraph 8(a)of this Schedule "F3."
(� "Delivery Point"has the meaning set forth on the signature page of this Contract.
�
l
EXHIBIT—� TO ���•'��`J/��
Page L.�-- of �
(g) "Gas"means natural gas produced from gas wells,vaporized natural gas Gquids,gas produced in associadon
with oil(casinghead gas)and/or the residue gas resulting from processing casinghead gas and/or gas well gas.
(h) "Hour"means a sixty-minute period of time."Hourly"will mean within an hour or over the period of an hour,
as may be appropriate in the contexG
;�=.y�
(i) "Incorporated herein by reference,""made a part of this Contract"and other words to the same effect mean
incorporated within and made a par[of this ContracL
(j) "Margin"means the per unit chazge in the first st�p or block of TXUGD's effective Commercial Rate for gas
sales or in the first step or block of TXUGD's Optional Industrial Rate for gas sales,ezclusive of any gas costs.
(k) "Mazimum Daily Quantity"has the meaning set forth in the effective Selection of Service Form.
(1) "Mcf'has the meaning set forth in paragraph 8(�of this Schedule"B."
(m) "Month"means the period of time beginning at 9:00 A.M.central clock time on the first day of a catendar
month and ending at 9:00 A.M.central ciock time on the first day of the succeediag calendar month.
(n) "Mont}ily Plant Protection Supply Charge"has the meaning set forth on the signature page of this Contract.
(o) "Plant Protection Supply Volumes"means the quandty of gas agreed upon in the applicable Selection of
Service Form.
• (p) "Plant Protection Supply Rate"has the meaning set forth on the signature page of this Conuact.
(q) "Retention Volume"has the meaning set forth on the signature page of this ContracG
(r) "Taxes"has the meaning set forth in paragraph 11(b)of ttus Schedule"B."
�`"� (s) "Variable terms and provisions"means those terms and provisions of this Contract agreed upon by TXUGD
and an individual Customer,that may be unique to that G�stomer,in order to complete the blanks in the form of the
signature page or a Seiectioa of Service Form,auached as Schedule"A,"that becomes a part of this Contract.
(t) "Year"means the period of time beginning at 9:00 A.M.central clock time on any day of a calendaz month and
ending at 9:04 A.M.central clock time on the same day of the succeeding calendaz yeaz.
3. tion
Customer will have the option for the first Conuact Year and each Contract Year thereafter,subject to the agreemeni
of TXiJGD,to choose between sales service with or withoui plant protection supply service and transportation
service with or without plant protection svpply service subject to the tenns of this Contract,as provided in the
Selection of Service Form in the form set out in Schedule"A,"at least ninety(90)days prior to the beginning of
such subsequent Contract Year. If Customer fails to make such a selecGon,or fails to make a tirnely selection for
such a subsequent Contract Yeaz,the type of service provided by TXLTGD during the subsequent Contract Year will,
subject to the agreement of TXUGD,remain the same as the service provided during the prior Contract Year.
4. Plant Protection Supplv Service
{a) A Customer selecting plant protection supply service,as may be mutually agreed to by TXUGD in Sehedule
"A,"may take up to the Plant Protection Supply Volume as purchased pIant protection supply gas each day during
the term of this Contract,ezcept to the exteni that TXUGD is unable to deliver such gas for reasons of force
majeure;however,Customer will pay TXUGD for a volume of plant protection supply gas equal to the Plant
Protection Supply Votume agreed to in Schedule"A"for eaeh day during the term of this Contract�vhether such
volume of gas is actually taken by Customer or not The volume of plart protection supply gas actuatly taken by
Customer may be less than,but may not exceed the Plant Protection Suppiy Volume mutually agreed upon by
1'XiJGD and�L�:stomer in Schsdule"A."
(b) Customer will pay for plant pro[ection suppiy gas at a rate equal to the per unit charge ir.the]atest effective
"� Schedule of Optional Indusuial Raies for gas supply service esia�lished for the city in which the Delivery Point is
located as they may change from time to time.
^
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EXHIBIT� TO ����
Page _�.- of ...
(c) T'he term"plant protection"meaas the protection of Customer's Facility described on the signature page of this
Contract and the pmduction and processes in Customer's Facility,during the period of any curtailment of sales
g service or intecruption of transportaqon service,to the eztent necessary to avoid damage to:(1)Customer's Facility,
(2)the product during the manufacturing process,(3)or the material used to manufacture the product during the
manufacturing process."Manufacture,""manufacturing,"and"production"may include processes involving
Customei s uses of the gas sold or transported that make a product suitabie for sale or use and may not be limited to
the maldng of a product from raw materials.
(d) For measurement,accounting and billing purposes the last volumes of gas delivered each day are deemed to be
plant protection supply gas.The remainder of the gas delivered,if any,is deemed to be gas transported under the
transportation service provisions of this Contract,giving due consideration to the Reteation Volume,for a
transportation service Customer and deemed to be gas sotd and delivered under the sales service provisions of this
Contract for a sales service Customer.
(e) The delivery and sale of plant protection supply gas will only be curtailed to less than the Plant Protection
Supply Volume by TXUGD for reasons of force majeure as provided in Schedule"B,'paragraph 13.
(� During periods in which a curtailment of gas sales service or interruption of gas transportation service is in
effect,a Customer receiving plant protection supply service that has standby fuel must use the standby fuel untess by
reasons of force majeure such Customer is unable to do so.During such a period,in which such a Customer is
unable to use its standby fuel for ceasons of force majeure,TXUGD will provide Customer with plant procection
supply service gas>except to the eztent TXUGD is unable to do so for reasons of force majeure.
(g) Notwithstanding any other provision of this Contract,to the extent a Customer receiving plant protection supply
" service takes less than the Plant Protection Supply Votume during a period of curtailment of gas sales service,a
period of interruption of gas transportation service or a period in which TXUGD is unable to deliver plant protection
. supply gas for reasons of force majeure,Customer will not be required to pay for the portion of the Plant Protecdon
Supply Volume that TXUGD did not deliver and the Customer did not take.
(h) Custorner will not have a right to take or purchase plant protection supply gas in ezcess of the Plant Protection
�"" Supply Volume during ar►y day.
� (i} If Customer should take gas in ezcess of the Plant Protection Svpply Volume during a day in a period when
TXUGD has no force majeure in effect,buc 6as piaced a curtailment down to or below plant protection levels in
effect for other reasons,Customer wil[pay TXUGD for such volumes in ezcess of the Plant Protection Supply
Volume at a rate equal to the greater af the highest price paid for gas by TXUGD during that monthly period or
2005"0 of the highest daily Houston Ship Channel price during that monthly period,as reported in Gas Daily.
(j} If the reasons of force majeure that prevent the sale or delivery of plant protection supply gas to a transportation
service Customer by TXiJGD are such that TXUGD remains capable of aansporting a transportation Customer's
gas from the Receipt Point(s)to the Delivery Point,TXUGD will vansport such gas to Lhe extent it is capable,
giving due ragazd to ihe Retention Volume.
(k) Plant protection supply gas actually taken and the Plant Protection Supply Volume will not be considered in
any calculation of an imbalance in transportation volumes except in order to exclude such purchased volumes from
having an effect upon such transportation imbalances.
(I) Billing for the sales and purchases of plant protection supply gas wiil be in the manner described in Schedule
'B,"paragraph 12.
5. Laws Regulations and Warrantv
(a) This Cor,tract will be subject to a11 applicable state and federal laws,orders,directives,rules and regularions of
any governmental body,official or agency having juris�'iction over the subject matter hereof;therefore,TXUGD's
obligations and iiabilities hereunder wili be]imited accordingly.
(b) TXUG�'s Schecule ef Optional Industrial Rates may be ravised or repiaced from time to time in the future by a
regulatory authority with jusisdiction.Any such revise�l or new Schedule of Optiona]Industriai Rates,when lawfully
�,.�
established,wili immediately become effective and be applicable to gas sales service,gas iransportation service and
plant protection supply service under this Contract commencing with gas delivered after the effective date of suc
change.ShouId new or different rates,or terms and conditions of service,be established for any service under this
,�,...,.,
3
1� ,f _ ��
EXHIBIT� T� of , `
Page - ----
Contract by a regulatory authority with jurisdiction,such rate(s)or terms and conditions of service will supersede
conflicting provisions of this Contract.Company will give Customer notice of any such change,together with a
copy of the revised Schedule of Optional Industrial Rates.The notice herein provided foc will be deemed to have
been given when forwarded by the party giving the same addressed to Customer at the address shown in this
Contract by first class mail,postage prepaid,sepazately or in Customer's billing statement,
� (c) Customer warrants to TXUGD ihat its or its agent's facilities utilized for the acceptance,rcceipt,transporcation
or delivery of gas hereunder are not subject to the Natural Gas Act of 1938,as amended,(the"NGA"). As a
material representation,wichout whic6 TXUGD would not have been willing to ezecute this Contract,Customer
warranu to TXUGD that Customer and its agents will take no action nor commit any act of omission that will
subject this transaction,the facilities of TXUGD,or gas that TXUGD has tide to or possession of to the jurisdiction
of the Federal Energy Regulatory Cornmission("FERC")or its successor governmental agency under the terms of
the NGA,the Natural Gas Policy Act of 1978,as amended(the"NGPA"),or any other law. The gas accepted,
received,transported or delivered hereunder shall not have been nor shall be purchased,sold,transported or
otherwise utilized in a manner that will subject TXUGD,its gas,its facilities or gas it has possession of,to the terms
of the NGA or the NGPA or any other act causing TXUGD,its gas,its facilities or gas it has possession of to
become subject to the jurisdiction of the FERC or a simiIar federal agency. Tn addition to,and wichout excluding .
any remedy that TXUGD may have at law or in equity,if Customer breaches the above warranties and
representations Customer will be liable to TXUGD for all damages,injury and reasonable expense that TXUGD
may sustain by reason of any breach hereof. Further.should Customer or its agents through any act or omission
cause any gas or facilities involved in the performance of this Contract to become regulated by or subject to
jurisdictional authority of the FERC,a saccessor goveromental authority or the jurisdiction of any other federat
regulatory agency,under the terms of the NGA or NGPA or any other law affecting the benefiu or value of this
Contract,this Contract will automatically terminate on the day before the date of such occurrence;provided,
however such termination will never be consuued so as to impair any rights of TXUGD with regard to such breach
of contraCt. Customer hereby waives any defense for breach of this paragraph that TXUGD could avoid NGA
jurisdiction under the provisions of Section 1(c)of such Ac�
� 6. Term
(a) This Contract will remain in full force and effect,subject to the terms and provisions hereof,for a primary tenn
� �= as specified on the signature page of this Contract,and from Contract Year to Cantract Year thereafter until canceled
by either party giving the other party written notice at least thirty(30)days prior to the end of the primary term or
prior to the end of any Contract Year after the end of the primary term. However,any termination,cancellation or
"�"�°"" expiration of this Contract will never operate to eztinguish the obligaqon to make paytnent for monies due
hereunder.
(b) Service will not commence under this Contract until after 9:00 A.M.on the day of installation of the electronic
measurement facilities,related telemetry equipment and an operadonal telephone line for and compatible with
TXUGD's electronic gas measurement facilities and related telemetry equipment at the Delivery Point.
7. Pressures at Points of Receipt and Delivery
(a) Customer(or its designee)wil!deliver gas to TXUGD at the Receipi Point(s)at pressures svfficient to enter
TXUGD's pipeline system at such point(s);provided,however,that Customer's delivery pressvre into TXUGD's
system at the Receipt Point{s)will not exceed TXUGD's mazimum al]owable operating pressure,as svch may vary
fr�m time to time,at any such point{s),or cause the pressure at such point(s)to exceed TXUGD's maximum
atIowable operat'sng pressure.
(b) TXUGD will deli�er gas to Customer at TXUGD's operating pressure,as such may vary from time to time,at
the Delivery Point.
8. Meas�rements
(a) The unic of ineasurerrAent of gas for all purposes wi31 be tFe"deca[herm."The term"decatherm"as used in this
Contract means a voluma of gas that contains a sufficient number of British thermal units('Btus")per cubic foot of
gas such that tiie pred�ct af tt;e volume mulUplicd by the number of Btu per cubic foot of gas equais one million
(],000,000)Atu,or one(1)I�Si�3Btu,determined at a temperatu*e of sizty(6C)dzgre�s Fahrenheit,saturated with water
ti-apor ar.d ander a pressure e�uivaien:to that of thuty(30)znches of inenucy a:thirty-two{32)degrees Fahrenheit
conve,ted to base conditi.ons of sixty(50)degre�s Fahrenheit and an absointe pressure of fourt�c;n and sixty-five one
hun�reci;hs(14.65;�unds per square inch and adjusted tc�reflei;i actual water vapor contenc. Gas measurements will
be computed by ihz mdasurina party in4o such units in accordance v�ith the Idea1 Gas Laws for�olume variations
�
EXHIBIT� TO ����"`tJ/-�'o
Page �-- of �----
due to metered pressure and corrected for deviadon using average values of recorded reladve density and flawing
temperature,or by using the calculated retative density deternuned by the method mentioned in paragraph(c)below.
In no circumstance will the average value of flowing temperature or relative density be determined for a period of
� , less than one day.
(b) The facilities installed for measurement of gas hereu�er will be installed and operated,and gas measurement
computations will be made,in accordance with current industry standards. Orifice metering will be done in
accordance with the latest version of A.G.A.Report No.3-ANSUAPI 2530. Positive displacement and turbine
metering will be done in accordance with the latest version of A.G.A.Report No.7. Electronic Gas Measurement
(EGM)wilt be done in accordance with the latest versioa of API Manual of Petroleum Measurement Scandards
Chapter 21-Flow Measurement Using Electronic Metering Systems.
(c) TXUGD rnay at its expense properly install and operate a device of standard make to continuously determine or
record flowing temperature.The temperature values shall be used in gas measurement computations.With respect to
relative density(specific gra�ity)of the gas,such s6all be deiermined by(i)[on-site)sampling and laboratory
analysis;or(ii)any other method which is of standard industry practice;(iii)provided,however,that either party
may at its own ezpense pr�perly install and operate a recording reladve density instrument of standard make and in -
this event the relative density as recorded shall be used in the gas measurement computations.
(d) The average heating value(in Btu)and relative density of the gas delivered hereunder by ei[her pariy may be
determined by the use of recording instruments of standard type,which may be instal[ed and operated by TXUGD at
the measuring point,or at such other point or points as are mutually agreeable to both parties;provided,however,if
there is no Btu/relative density instrament at a par[iculaz Receipt or Delivery Point specified herein or agreed upon
hereunder,then the heating value and relative density of the gas at sach point may be determined by(on-site]
. sampling and laboratory analysis.
(e) The terms"decatherm"and"MMBtu"may be used interchangeably in this Contcact as a measure of volume or
heat content under the condidons stated in paragraph S(a),and may be converted from one to the other in accordance
with the Ideal Gas Laws under those conditions when necessary.
(� The term"Mcf'means one thousar►d(1,000)cubic feet of gas ander the conditions stated in paragraph 8(a).
�
(g) In gas measurement computations�the determinations for the average values for meter pressure,relative density
and flowing temperatuse vaIues will be determined only during periods of time when gas is acwally flowing through
'�" the measuring facilities.
9. Measuring Equipment and TestinQ
(a) T'he gas delivered to TXUGD(or its designee)at the Receipt Poin[(s)for transportation by TXUGD will be
measured by means of gas measuring devices of standard type that wi]I be installed,operated and maintained by
TXUGD(or its designee)and gas delivered to Customer at the Delivery Point,whether sold or transported,will be
measured by eleccronic gas measurement facilities of standazd type that will be installed,operated and maintained by
TXUGD(or its designee). Gas measurement devices and equipment will be tested and adjusteti for accuracy oa a
regulaz schedule by TXUGD(or its designee).
(b) If adequate measuring faciIities are already in ezistence at the Receip[Point(s)and adequate eleceronic
measuring facilities are already in ezistence at the D!:Gvery Point hereunder,such exisdng measuring facilities will
be used for so long as,in T'XUGD's sole opinion,they remain adequate and the party having title to such facilities
will retain titte to such facilities.
(c) It is agreed that it will be necessary for TXUGD to insiall electronic gas measurement facilities at the Delivery
Point in order to comply with the various measurement and monitoring pro�isions of this Contract,if,in TXUGD's
sole judgement,adequate electronic gas measurement facilities are not already Iocated at the Delivery Point.
(d; If new or additional faeiIities are required to effectuate the receipt or delivery of gas hereunder,Customer
agrees to reimburse TXUGI�,within thirty(3fl)days from the date of receipi of TXUGD's iovoice,for the cost of
any tap valves,measuring facilities and associated equipment and ali Dabor and overhead expenses(including
applicab)e fe�era:income taac imposeti as a result of installation of such facilities),attributat�le[o the installation of
such equipment. If the invoicecl amount is not paid when due,interest on all unpaid amounts wi�l accr�:e at[he rate
of one and one-haif pc;rcent(l-1/2,°�)per montn,or the highest r�die atlewe�by law,whichever is less,�om the date
`�"`" such amouni is due T'XUGD. If T3�:CiGD does net rece�ae toial reimbursement throug.5 the payment of such invoice
� .�
;
EXHI8IT� TO �' ��/'�'�,
Pa e _.�-- of �3—9---
within sizry(60)days from Customer's receipt of TXUGD's invoice,TXUGD may suspend ar9�dlor ternvnate this
Contract.
,� (e) It is agreed that it will be necessary for TXLTGD to install electronic gas measurement facilities at the Delivery
Point in order to comply with the various measurement and monitoring provisions of this Contract,if,in TXUGD's
sole judgement,adequate electronic gas measurement facilities are not already located at the Detivery PoinL
(� If 1'XLTGD installs any new electronic gas measurement facilities,related communications equipment or
telemetry equipment,Customer agrees to pay TXUGD the amount specified in the Cost of New Facilities section of
the signature page of this Contract within ninety(90)days of the date of initiai deliveries under this Contract,to
cover the initial cost of a11 such facilities(including applicable federai income tax imposed as a result of installation
of such facilities)and related set-up expenses related to al1 such new facilities. All such facilities will be the sole
property of TXUGD and will be operated and maintained by TXUGD a[TXUGD's ezpense. If any amounts due
under this paragraph aze not paid when due,interest on all unpaid amounts wilt accrue at the rate of one and one-half
percent(1-1/2%)per month,or the highest rate allowed by law,whichever is less,from the date such amoant is due
TXUGD. If TXUGD installs new electronic gas measurement facilities,TXUGD agrees to provide and maintain a
telephone connection to,and a compatible and operational telephone line for,TXUGD's elecuonic gas measurement .
facilities.
(g) If at any time after the date of initial deliveries hereunder TXUGD determines that additional facilities are
required to effectuate the receipt or delivecy of gas hereunder,(�stomer will reimburse TXUGD,within 30 days
fi-om the date of receipt of TXUGD's invoice,for the cost of any tap valves,measuring facilities and associated
equipment and all labor and overhead ezpenses(including applicable federal income tax imposed as a result of
instaliation of such facilities),attributable to the installation of such equipment. If the invoiced amount is not paid
when due,interest on all unpaid amounts will accrue at the rate of 1-1R%per monch,or the highest rate allowed by
law,whichever is less,from the date.such amount is due TXUGD. If TXUGD dces not receive tota]reimbursement
through the payment of such invoice within 60 days from Customer's receipt of TXUGD's invoice,TXLJGD may
suspend and/or terminate this Contract.
(h) It is understood and agreed that although Customer will reimburse TXUGD for any tap vatves,measuring
facilities and all associated costs(including income taxes)incurred by TXUGD in estabGshing any Receipt Point(s)
� andlor the Delivery Point hereunder,Customer may,in such event,receive only the ownership of such measuring
facilides,but TXUGD will receive ownership of all tap and tap valve installadoas and all associated equipment.
TXUGD witl be solely responsible for all activities in connection with said measuring facilities and all tap and tap
� valve installations and all associated equipment,including,but not Iimited to,opetation,testing,calibration,
adjusting,repair and replacement(at Customer s ezpe�se),and maintenance,necessary for performance of this
Contract until TXUGD disconnecu and removes the measuring facilities after termination of this Contrac� After
such disconnecuon and removal,Clistomer will have the right to claim and take possession of such measuring
facilities(previously paid for by Customer)from TXUGD. Customer's failure to so claim and take possession of
such measuring facilities within ninety(90)days of TXUGD's notice of disconnection and removal thereof,will
constitute a waiver by Customer of any right,title or interest in and to such measuring facilities and the transfer of
all right,title and interest therein to TXiJGD. TXUGD will retain ownership of all equipment associated with tap
and tap valve installations.
(i) The Customer will have access to observe TXLIGD's Delivery Point measuring facilities at all times,but all
maintenance,calibration and adjustment of the Delivery Point measuring facilities will be done only by the
employees or agents of TXUGD. Records froa2 all such measnring facilities will remain the property of TXUGD
and will be kept on filc by TXUGD for a period of not less thaa two(2)years. However,upon request of G�stomer
within such two(2)year period,TXUGD will make the measurement records from the measuring facilides,together
with any calculations therefrom,available to Customer for inspection and verificaUon,subject to return by Customer
to TXUGD within thirty(30)days after receipt thereof.
(j) Customer may,at its option and expense,install and operate measuring facilides,check meters and related
instruments and equipment,in a manner which will not interfere with T'XUGD's equipment,to check TXUGD's
Delivery Point measuring facilities,instrumenu and equipment,but the measurement of gas for the purpose of this
Contract,both ai the DeIivery and Receipt Points,will be by the facilities of TXUGD(or its designee)only,except
as hereinafter specifically provided_ The gas measurement faciliiies,check met�rs,instruments,and equipment
installed by each party ae the Delivery Point will be subject at all reasonable times to inspecuon or examination by
the other party,but the calibration and adjuscment thereof, as well as thosc at the Receipt Pcint(s),will be done only
by the installi�g pariy.
�
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EXHIBIT_�. TO _��2s��/- �a
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(k) TXUGD will,at Customer's written request,give to Customer notice of the ume of att tests of the Receipt Point
or Delivery Point electronic gas measuring facilities,as may be applicable,sufficienfly in advance of such tests sa
that Customer may conveniendy have its representatives present;provided,however,that if TXUGD has given such
R° nodce to Customer and Customer is aot present at the time specified,then TXUGD may proceed with the tests as
though Customer were present.TXLTGD wili give notice to Customer s Receipt Point or Delivery Point Designee
(who is responsible for the physical receipt or delivery of gas at the point),as may be applicable,of the time of alI
tests of such electronic gas measuring facilities sufficiendy in advance of such tests so that Customer s designee may
conveniently be present;provided,however,that if TXUGD has given such notice to Customer's designee and
Customer's designee is not present at the time specified,then TXUGD may proceed with the test as though
C�stomer's designee were presenG
(1) Gas measuremenu computed by TXUGD(or its designee)will be deemed to be correct except where the gas
measurement facilities are found to be inaccurate by more than one percent(196},fast or slow,o�to have failed to
register,in either of which cases TXUGD will repair or replace the measurement facilities.The quantity of gas
delivered while the measurement facilities were inaccurate or failed to register will,at TXUGD's discretion be
detemuned by: (i)the readings of Customer's check meter,if installed and in good operating condition;(ii)by
correcting the error if the percentage of error is ascertainable by calibration or mathematical calculation;or(iii)by •
esamating the quantity on a basis of delieeries under similar conditions when the measurement facilides were
registering accurately.
(m) It is understood and agreed that Customer's transpor[ation gas will be part of and will be measured as a part of
a commingled stream of gas by the measuring party at the Receipt Point(s)such that the quantity of gas delivered by
Customer to TXUGD(or its designee)at the Receipt Point(s)for transportation under this Contract may be
determined by an allocation methodology provided for in balaacing provisions in this Contract or in another
agreement between:
(A) Customer and Customer's transporter that delivers such gas to the Receipt Point(s);
(B) T'XUGD and Customer's transporter that delivers such gas to the Receipt Point(s);or
(C) TXUGD and Customer.
�
10. Easemen�Access,Removal
`�' Customer will provide,in accordance with TXUGD's specifcadons,the necessary service lines on Customer's
premises to connect with TXUGD's lines and suitable space and an easement for TXUGD's lines and other equip-
ment,including,but not lirnited to,a telephone line and associated equipment related to electronic gas measurement
facilities and telemeuy equipment, Customer will use due care to protect TXUGD's property chat is located on
Clistomer's premises from damage and will permit no person other than an agent of Z'XUGD,or a person otherwise
lawfully authorized,to tamper with,inspect or remove same. All property belonging to TXUGD and located on
Customer's premises will be removable by TXUGD at any time during the term of this Contract and within a
reasonable time after its termination or after reasonable notice of Customer's desire to have such property removed,
tide thereto remaining in TXUGD at a11 times. TXUGD will have full and free ingress to and egress from
Customer's premises for the construction,inspection,maintenance,repair and removal of TXUGD's property
thereon or for any purpose coonected with the service provided under this Contract.
11. Tauces
(a) Customer agrees to pay 1'XUGD,by way of reimbursement,all Taxes paid by T'XUGD with respect to the sales
service,the iransportation service,the plant protection supply service and any other commodity or'service provided
hereunder,and that may be related io any associated facilities involve�in the performance of this Contract. If any
such Taxes paid by TXLJGD to any governmental authority aze calculated based upon the value of or price paid for
the gas transported hereunder,Customer will disclose to TXUGD the purchase price of such gas to enable TXUGD
to calculate and pay all such fees and tazes to appropriate governmental authorities in a timety manner. If Customer
fails or refuses to disclose the purchase price of such gas within sixty(60)days from the date the related
iransportason service is provided,TXUGD will have the rig6i to pay such fees and taxes based upon the highesi
prices reported for d�e peraod io Gas Daily for gas p�rchased or gas so3d in the State of Texas and to be reimbursed
by customer. In any event,Customer ag:ees t�indemnify TXUGD for,and hold TXUGD harmless from,any and
ali claims,demands,losses or expenses, including attorneys'fees,which TXUGD may inc�.:r as a resvlt of
Customer's failure or refusal to diselose the purchase price of gas transForied herunder.
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EXHIBIT_�. TO ,�L�-
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(b) The term"'I'axes"as used herein means all taxes and fees levied upon and/or paid by TXUGD[other than ad
valorem,capital stock.income or excess profit taaes{except as provided herein),general franchise taxes imposed on
corporations on account of the'u corporate existence or on their right to do business within the state as a foreign
� corporation and similaz taxes],including,but not limitsd to,gas utility tax,streei and alley rental fees set out in
franchise ordinances,licenses,fees and other chazges levied,assessed or made by any governmental authority on the
act,right or privilege of selling,Oransporting,handling or delivering gas,which taxes or fees ue based upon the
volume,heat content,value or sales/purchase price of the gas,or transportation fee payable hereunder,any other fee,
charge or payment hereunder and applicable federal income Gu imposed as a result of installation of equipment at
the Delivery Point or Receipt Point(s)under the terms of this Contract. Any income tax costs of TXLTGD that have
been reimbursed to TXLTGD by Customer under paragraphs 9(d)and 9(�will not be reimbursed to TXUGD by
Customer under this paragraph 11.
12. Bi]linQ Accountinp�and Renorts
(a) On approxicnately the fifieenth(15th)day af each month,TXUGD will render to Customer a statement for
compensation for all fees,charges,costs,tax reimbursement and services payable under this Contract for the
preceding month,showing either the number of Btu or the number of decatherms delivered at the Receipt Point(s) _
and Delivery Point,the amount of compensation due to TXUGD under this Contract,including tax reimbursement,
other reasonable and pertinent information that is necessary to explain and support the same and any adjustments
made by TXUGD in determining the amount billed. TXUGD may deliver to Customer such statements of amounts
owed to TXUGD by United States mait(first class,registered or certified),postage prepaid,fax,electronic medium,
email or delivery service at the mailing address or electronic medium address provided on the signature page of this
Contract. The fax,email,mailing address and electronic medium address provided on the signature page of this
Contract may be changed at any time by either party upon thirty(30)days prior written nodce to the other party.
(b) Customer will pay TXUGD withina period of ten(10)days from the date TX[JGD's statement setting out the
compensation due under this Contract for all fees.charges,costs is deposited prepaid in the United States mail,or as
to payment which is otherwise due,according to the measurements,computations and rates herein provided.
TXUGD hereby agrees,however,that C�stomer may pay any such statement by bank wire transfer by directing the
bank wire transfer to TXUGD at Chase Texas Bank,Dallas,Texas,ABA No. 113000609,for deposit to TXUGD
Account No.08805016795. To assure proper credit,Customer should designate the company name,invoice number
and amount being paid in the Fedwire Text Section. If tha invoiced amount of any payment due is not paid when
due,interest on all unpaid amounts will accrue at the rate of one and one half percent(1-1/2%)per month,or the
highest rate allowed by law,whichevei is less,from the date such amount is due TXUGD;provided,however no
�w. interest will accrue on unpaid amounts when failure to make payment is the result of a bona fide dispute between the
parties hereto regarding such amounts(and Customer timely pays all amounts not in dispute),unless and until it is
ultimately determined that Customer owes such disputed acnount,whereupon Customer wiIl pay TXUGD that
amount,plus interest computed back to the original payment due date,immediately upon such deternvnation. The
designated banks,addresses and accounts for wire transfer may be changed at any time by TXUGD upon thirty(30)
days prior written notice to Customer.
(c) Notwithstanding any other provision of this Contract,Customer wiil make payments for all gas service under
this Contract beginning with initial deliveries.
(d) If Customer fails to pay bills for service within twenty(20)days from the date they are rendered hereunder or
otherwise defaults under this Contract,Company may suspend service and deliveries of gas and such suspension
will not prevent enforcement by Company of any of its legal rights. Waiver by Company of a particular default
hereunder will not be deemed a waiver of subsequent defauPts whether similar or dissimilar.
(e) Each party hereto will have the right at all reasonable times to ezamine the measurement records and charts of
the other party,or its agenddesignee if any,to the eztent necessary to verify the accuracy of any statement,charge,
computation or demand made under or pursuant to any of the pro�isions in this Contract. If any such examination
reveals any inaccuracy in such previous billing,the necessary adjustments in such billing and payment will be made;
provided,that no adjustments for any bilting or paymeni will be made for any inaccuracy claimed after the lapse of
twenty five(25)months from the rendition of ths invoice relating thereto.
(� If the credit worthiness or financial responsibi2ity of Customer should,in the sole opinion of'iXUGD,ever
become unsatisfactory,ihen upon request by TXUGD at any time and from time to time during the term of this
Contract,Customer will deposit with TXUGD(i)such amount of money requested by TXUGD,or(i:)a letter of
credit in a form acceptable to TXUGD from a financial institution acceptabte to TXtJGD ir.an amouot requ.ested by
�"ff TXUGD,to gvarancee tl:e payment of statements and invoices here��nder,as weil as any possible imbalances
��� �
EXHIBIT�. TO � � " �'
. Page �.... of .���...-
hereundcr. Upon the tecmination of this Contract,any money so deposited,less any amount due TXUGD by
Customer,will be refunded to Customer.
� 13. Force Majeure
(a) In the event either party is rendered unable,wholly or in part,by force majeure co carry out its obligations under
`�"�� this Contract,except the obligation to pay monies due hereunder,it is agreed that,on such parcy's giving nouce and
reasanably full particulars of such force majeure,in writing or by fax,email,electronic transfer or telecopy,to the
other party within a reasonable time after the occurrence of the cause relied on,the obligations of the party giving
such notice,to the eztent they are affected by such force majeure,will be suspended during the continuance of any
inability so caused,but for no longer period,and such cause will,so faz as possible,be remedied with all reasonable
dispatch. Inability or failure of TXUGD to deliver or TXUGD to receive gas or perform under this Contract may
not be the basis of claims for damages sustained by either party or for breach of contract when due to force rnajeure.
(b) The term"force majeure;'as employed herein,means acts of God;the elements;s�ikes,lockouts or other labor
troubles or indusuial disturbances;acts of the public eoemy,wars,blockades,insurrections,civil disturbances and
riots,and epidemics;landslides,lightning,earthquakes,fires,storms,floods and washouts;acts,arrests,orders, -
d'uectives,restraincs and requirements of the government and governmental agencies,whether federal,state,civil or
military;accidents;ezplosions;breakage,accident or obstructions involving a pipeline,machinery or lines of pipe;
repairs or outages(shutdowns)of power plant equipment or lines of pipe for inspection,maintenance,change or
repair;freezing of lines of pipe;depletion or failure of TXUGD's gas supply;fluctuations in gas pressure;demands
in excess of the capacity of TXUGD's equipment,pipelines or T'XUGD's sources of gas supply;and any other
causes,whether of the kind enumerated or otherwise,not reasonably within the controt of the party claiming
suspension. It is understood and agreed that the handling of litigation with third parties of any fact or issue and the
setdement of strikes or lockouts will be entirely within the discretion and controI of the party involved,and that the
above reasonable dispatch will not require any particulaz action or the settlerrtent of strikes or lockouts by acceding
to the demand of the opposing party when such course is deemed to be inadvisable or inappropriate in the discreuon
of the party involved. .
14. Waiver of Breaches Defaults or RiQhts Performance durinQ Default
�" No waiver by either party hereto of any one or more breaches,defaults or righu under any provision of this Contract
will operate or be consirued as a waiver of any other breaches,defaults or rights,whether of a like or of a different
� character. By providing wriUen notice to the other party,either party may assert any right not previously asserted
hereunder or may assert iu right to object to a default not previously protested. Ezcept as speci5cally provided
herein,in the event of any dispute under this Cvntract,the parties will,notwithstanding ihe pendency of such
dispute,diligently proceed with the performance of this Contract without prejudice to the rights of either party.
15. Remed for Breach
Except as otherwise specifically provided herein,if either party fails to perform any of the covenants or obligations
imposed upon it in this Contract(except where such failure is excused under the Force Majeure provisions hereo�,
then the other party may,at its option(without waiving any other remedy for breach hereofl,by notice in writing
specifying the facu giving rise to the default has occurred,indicate such party's election to terminate this Conuact
due to such failure.However,Customer's failure to pay TXUGD within a period of ten(10)days following
Customer's receipt of written notice from TXUGD advising of such failure to make payment in full within the time
specified previously herein,will be a default that will give TX[JGD the right to immediateIy terminate this Contract,
unless such failure to pay such amounts is the result of a bona fide dispute between the parties hereto regarding such
amounts hereunder and Customer timely pays all amounts not in dispute. With respect to any other matters,the
pazty in defautt wiIl have thirty(30)days from receipt of such notice to remedy such default,and upon failure to do
so,the party sending the notice of default may terminate this Contract from and after the expiration of such thirty
(30)day period by sending the other par[y a notice of termination within thirty(30)days from the end of the prior
thirty(30)day period. Such termination will be an additional remedy and will not prejudice the right of the party
not in defautt to collect any amounu due hereunder for any darnage or loss suffered by it and will not waive any
other remedy to which the party not in defau�t may be entitled for breach of this Contract.
�6. ,t�ispute Pes�lution
Pursuant to tlse�'ederu.T�rbilrution.4cP,the parties hereby agree that any controversy,claim or alleged
�� breach,inctuding 13ui not limited to torts and sPatutory clairns,arising out of or re�at.ed to this Contrnct
shc�!be settZed by binding arbitration administered by the Ameriean Arbitration�sspciation("AAA"}
��
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EXHIBIT� TO �����Ol��°'�
Page �--- of �.�._
in accordance with its Commercial Arbitration Rules. Demand far arbitration may be made no later
than the time that such action would be permitted under the applicable Texas statute of limitation. Any
disputes regarding the timeliness of the demand for arbitration shalt be decided by the arbitrator{s).
Judgment upon the award rendered by the arbitrator(s)may be entered in any Court having
jurisdiction thereof in order to obtain cornpliance therewith. Any case in which any ctaim,or
- - combination of ciairns,exceeds$500,000 will be subject to the AAA's Large, Complex Case Procedures
' and decided by the�najorily of a panel of three(3)neutral arbitrators. In rendering the award,the
arbitrator(s)wilt determirie the rights and obligations of the parties according to the laws of the State
of Texas(excluding any con,f lict of law principles),but punitive and exemplary damages may not be
awarded. The arbitration proceedings and hearings will be conducted a1 the Dallas Regional Office of
the r1A�or at such other place as may be selected by mulual agreement. No party nor the arbib ator(s)
may disclose the existence,content or results of any arbitration hereunder without the prior written
consent oja11 parlies.
17. PiReline and Facilitv Saferi -
Customer's piping and facilities downsueam from or connected to the Delivery Point may be subjeci to potential
hazards such as cortosion and leakage. Consequently,such piping and facilities should be inspected periodicaEly for
leaks and damage. If inetallic materials are used,they should be regulazly inspected for corrosion damage. If any
deterioration or unsafe conditions are discovered,they should be repaired or the affected facility replaced.
Additionally,when any excavarion work is planned,ail buried facilities and piping in the area should be located
before beginning such work. Operacors of underground facilities and piping on Customer's property,inctuding
TXUGD,should be notified of the planned excavation acdvities by contacting the Texas"One Call"service at(800)
344-8377. If the excavation is in the vicinity of any gas piping or facilities,they should be located prior to beginning
work and ezcavation neaz the piping or facilities should be accomplished by hand digging•�Plumbers and heating
contractors can assist in locating,inspecting and repairing Customer's bwied piping and facilities.
18. Confidentialitv
TXUGD and Customer agree to keep the terms and provisions of this Contract confidential and to not disclose the
terms of this Conuact to any third parcies. If disclosure is sought through process of a court,a government or a city,
state or federal regulatory agency,the party from whom disctosure is sought will resist disclosure through all
�-� reasonable means and wi11 immediately notify the other party to allow it the opportunity to participate in such
proceedings. However,each party will have the right to make such disclosures,if any,to governmental agencies
and to its own attorneys,auditors,accountants and shareholders that will in turn maintain its confidentiality.
T'XUGD and Customer agree to cooperate to maintain confidentiality of this Contract and to obtain a reasonabie
protective order or agreement to maintain that confidentiality under circumstances in which disclosure becomes
necessary.
19. Misceilaneous
(a) All notices,requesis,demands and statements provided foc in this Conuact must be given in writing,directed to
the party to whom given,and mailed to,or delivered at,such parcy's address as specified on the signature page of
this Contract or at such address as each party may by like notice lacer give to the other. Such mailed notices will be
deemed to have been given when deposited in the United States mail(first class,registered or certified),postage
prepaid,or sent by fax,electronic medium,email or independent delivery service at the mailing address provided
herein. In the case of hand delivery,notices wi11 be deemed to have been given when delivereci to a representative
of either party by a representative of ihe other party.
(b) This Contract constitutes the enrire agreement between the parties covering the subject matter hereof,and ihere
are no agreements,modificatiorrs,conditions or understandings,written or eral,express or implied,pertaining to the
subject matter hereof that are not contained herein. No representation or statement of any representative of TXUGD
will be a part of this Contract nor an inducement to the execution hereof unless incorporated fully herein and this
Centract may not be amcnded except in writing duly executed by the parties.
(c) Madificatio�s of this Contract will be or bc:come eftective only upon the mutua;execu.:or.of appr�priate
supplemental agz-eement�s or a,.'-�endmenzs tiereto in writing by du.y 2uthcriz�d r�present�t;•:es ef the respeclive
parties.
I t)
EXNIBIT_� TO �n��Q'/'�'°
Page .�_ ot ..�.�
(d) The captions or headings preceding the vatious parts of ihis Contract are inserted and included solely fot
convenience and will never be considered or given any effect in construing this Contract or any parc of this Contract,
or in connection with the intent,duties,obligations or tiabilities of the pazties hereto.
� 4 (e) This Contract will be binding upon and inure to the benefrt of the parties hereto and their respective successors
and assigns;provided,however,that this Contract may not be transferred or assigned by Customer without the prior
�" written consent of TXUGD,and sUCh consent may not be unreasonably withheld. Any purported uansfer or
assignment without such consent will be null and void and will not operate to release any obligation of Customer
under this Contract.
(fl TXUGD and Customer intend to be legally bound by the terms and provisions set out in this Contract. Both
TXLJGD and Customer intend,acknowledge and agree that this Contract is entered into solely for the respective
benefit of TXUGD and Customer. No provision of this Contract,either express or implied,will be interpreted or
construed as confening any rights,remedies or claims upon any person or entity not a party to this Contract,except
for a successor or assignee consented to as provided herein.
(g) ThLs Contrsct is made in the State of Tesas and wiII be governed by We laws of the State of Texas, �
without regard to conflict of laws prnvisions.
(h) If any dispute under this Contract is not resolved by arbitration and results in litigation in the courts,
Dallas County,Texas,will be the proper venue for such litigation.
(i) TXUGD will not be liable for any loss,damage or injury resulting from ihe gas or its use after it flows out of
facilities or equipment owned by TXUGD,or its agent or designee,and into facilities or equipment owned by
Customer,or its agent or designee,at the Delivery Point,all risks thereof and therefrom being hereby assumed by
Customer. �
**;END aF SCHEDULE"B"***
��
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ll
EXHIBITI�. TO �� �
SCHEDULE«c��To Page .�_ of ( _
OPTIONAL INDUSTRIAL GAS SALES OR GAS TRANSPORTATION CONTRACT
,� .- GENERAL TERMS AND CONDITIONS APPLICABLE TO SALES SERVICE
1. TXUGD agrees to sell and deliver natural gas to Customer and Customer agrees to purchase and receive such
'"�" gas from TXUGD to meet Customer's natural gas requirements at Customer's premises described on the signature
page of this Contrac�Customer agrees to pay for such votumes of gas at TXUGD's latest effecdve Schedule of
Optional Industrial Rates for gas sales service established for the city in which the Delivery Poi�t is located,subject
to and in accordance with at1 the terms and conditioas contained in this Contrac[.
2. This Contract covers Customer's entire natural gas requirements at the aforesaid premises,aod Customer will
not use gas under this Contract for service other than that classified so tl�at Customer is qualified for service under
this Contract.
3. TXUGD's Scbedule of Optional Industrial Rates for gas sales service may be revised from time to time in the
futare and the rates contained in any such revised or new Schedule of Optiona]Industrial Rates for gas sales service, -
when lawfully established,will be applicable to gas purchased and sold under this Conuact commencing with gas
delivered after the effective date of such change. Company will give Customer written notice of any such change,
together with a copy of the revised Schedule of Optional Industrial Rates for gas sales secvice. The notice herein
provided for will be deemed to have been given when sent by Company to Customer at the address shown on the
signature page of this Contract by first class mail,postage prepaid,or inctuded with a monthly statement.
4. Customer agees to keep iu gas-using or burning equipment and appartenances located on the aforesaid premises
in good condition and in conformity with the requirements of any applicable city ordinance,state or federal!aw or .
rale and any applicable order or regulation of any governmental authority having jurisdicdon.Customer agrees to
comply with all of Company's reasonable rules and regutations.
5. Title to and ownership of the gas sold and delivered by TXUGD to Customer at the Delivery Point will vest in
Customer at that point
� 6. TXUGD will have the right at any and all times to immediately discontinue,in whole or in part,the supply of
gas hereunder,with or without notice,if in the opinion of TXUGD a continuation of the supply under this Contract
wouId adversely affect,jeopazdize or[hreaten adequate service to TXUGD's domestic or commercial customers or
�"" hazard,adversely affect,jeopardize or threaten adequate service to other customers having priority of service under
TXiJGD's latest effective Schedule of Optional Industrial Rates,and Customer hereby authorizes TXUGD to do so.
Further,Cuscomer agrees that TXUGD will never be 3iable in damages or otherwise on account of having exercised
such righu.
7. When notified by TXUGD to do so,Customer agrees to curtail or discoatinue the use of gas hereunder in con-
formity with the service priority provided for in this Contract and in the latest effective Schedule of Optional
Industrial Rates. If Customer classifies its business and operations as being essentiat to the pubtic healih and safety
and considers continuity of iu fuel service essendal to the public welfaze,then Customer will provide stand-by fuel
and equipment adequate to meet iu fuel requirements during periods of interruption of gas service under this
Conuac� TXUGD cannot and dces not guarantee a constant supply of gas hereunder.
8. In ihe event during any day Gwstomer purchases or takes volumes in excess of the Mazimum Daily Quantity,in
addition to a]l other fees and charges provided for in this Contract,Customer will pay TXLJGD$1.00 for each
decatherm received by Customer in ezcess of the Mazimum Daily Quantity.
'#*END OF SCI-IEDiJLE"C"**'�
�».�
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EXHIBIT� TO l�'r���
Page _��e__. of �3�
SCHEDULE"D"TO
OPTIONAL INDUSTRIAL GAS SALES OR GAS TRANSPORTATION CONTRACT
� � GENERA.L TERMS AND CONDITIONS APPLICABLE TO TRANSPORTATION
SERVICE
1. Transnortation Service
TXUGD agrees to Uransport gas for G�stomer and Customer agrees to purchase aad receive gas transportation
service from TXUGD to meet Customer's nahu�al gas requirements at Customer's pretnises described oo the
signature page of this Contract,subject to and in accordance with al!the terms and conditions contained in this
Contract.
2. Definitions
(a) "Contract"means the signature page of this Contract,the effective Selection of Service form executed by '
Customer and T'XUGD.Schedule"B"of this Conuact and this Schedule"D."
(b) "Day"means the period of time beginning at 9:00 A.M.central clock time on one calendaz day and ending at
9:00 A.M.central clock time oa the following calendar day.
(c) "Decatherm"has the meaning set forth in paragraph 8(a)of Schedule"B"of this Contract.
(d) "Delivery Point"has the meaning set forth on the signature page of this Contract. .
(e) "Gas"means natural gas produced from gas wells,vaporized natural gas liquids,gas produced in association
with oil(casinghead gas)and/or the residue gas resulting from processing casinghead gas andlor gas well gas. .
(� "Mazimum Daily Quandty"has the meaning set forth in the applicable Selection of Service Form.
� (g) "Month"means the period of time beginning at 9:00 A.M.central clock time on the first day of a calendar
month and ending at 9:00 A.M.central clock time on the fust day of the succeeding calendar month.
�
(h) "Receipt Point"has the meaning set forth on the signature page of this Coniract.
(i) "Retention Volume"has the meaning set forth on the signature page of this Contrac[.
(j) "Taxes"6as the meaning set forth in paragraph 11(b)of Schedule"B"of this Contract.
(k) "Transportation"as used in this Contract includes the movement of gas by displacement and backhaul,and as
such,the term"transportation"or"transport"as used herein includes the delivery of gas by'1'XUGD that is not the
same gas received by TXUGD.
(1} "Transport gas"means that volume of gas received by TXIJGD for transportation to Customer less the
Retention Volume.
3. uantit
Customer represents that it owns or controls certain quantities of natu.cal gas,and Customer desires that TXUGD
receive such gas from Customer(or its designee)at the Receipt Point(s);and deliver gas to the Delivery Point in
quantities as agreed to by the parties herein. It is agreed that the quantity of gas to be transported uader this Contract
will noi exceed the maxim�m annual,daily or hourly quantities specified on the effective Selection of Service Form.
4. Tide--Warranty_&Indemnitv
Customer warrants thak at the time of delivery of gas hereunder to TXUGD for traasportation,Customer will have
good tiile or the right to deliver such gas,and that such gas will be free and clear of all liens and adverse claims.
Customer agrees to indemnify TXUGD for,and hold T'XUGD hazmless from,all suits,actions,debts,accounts,
�M" damages,costs(includir�g attorneys'fees),losses and ezpenses arising from or out of any adverse claims of any and
�
1
EXHIBIT�. TO ' ��''j`��
Page �2_ of
all persons to or against said gas. Furth�r,neither TXUGD nor Customer will take any action that changes or
jeopardizes Customer's title to the gas transported hereunder.
r� ,� 5, it
(a) The natural gas delivered by Customer to TXUGD for transportation undeir this Contract will be of
� merchantable quality and commercially f'ree from water,hazardous substances,hydrocarbon liquids,bacterin and
other objectionable liquids,solids or gas components. In addition,any such gas wilt specifically contain not more
than:
(i) �'ive one hundredths of one percent(.OS%}oxygen;
(ii) feve(S)grains of totat sulphur,consisting of not more than one quarter(1/4)grain of hydrogen sulfide
and one(I)grain of inercaptan sulphur per one hundred(100)cubic feet of gas;
(iii) two percent(29'0}by volume of carbon dioxide;
(iv) four percent(4%)by volume of total non-hydrocarbon and inert gases(including carbon dioxide,
nitrogen,oxygen,helium,etc.);and
(v) seven pounds(7#}of water vapor per one million(1,000,000)cubic feel of gas.
The gas will be at ten�peratures not in excess of one hwufred twenty(120)degrees Fahrenheit nor Iess than forry
(40)degrees Fahrenheit,provided that the gas will have a hydrocarbon dew point not to exceed forty(40)degrees
Fahrenheit at the delivery pressure,and will have a heat content of not less than nine hundred f:fty(950)or more
thaneleven hundred(1,100)Btu per cubic foot under the conditions of ineas►uement contained herein. TXLJGD will
not be obligated to accept any gas delivered by Customer(or its designee)hereunder that is not interchangeable with
other gas in TXUGD's distribution system at the applicable Receipt Point hereunder. TXUGD's determination of
such interchangeability will be based upon a factor that is equivalent to the quotient obtained by dividing the total
heating value of such gas,expressed in Btu,by the square root of the spacific gravity of such gas. Such factor must
be within 7%of the interchange factor established by TXUGD for its system at the applicable Receipt Poini
hereuader.
(b} If at any time the gas fails to meet the quality specifications enumerated herein,TXUGD will notify Customer, '
and Custamer will immediately correct such failure. If Customer is unable or unwilling to deliver gas according to
such specifications,T'XUGD may refuse to accept delivery of gas hereunder for so long as such condition e�cists.
�
(c) Notwithstanding anything contained herein,TXUGD reserves the right,at any time and from time to time,to
unilaterally amend,on a nondiscrimina'tory basis,the quality specifications set forth above to conform with standard
� industry practices upon giving Customer at least thirty(30)days prior written notice of any such change(s).
6. Responsibilitv .
Customer or G�stomer's designee will be in control and possession of the gas to be transported and will be
responsible for and will indemnify TXUGD for,and hold TXUGD harmless from,any damage or injury caused
thereby prior to such gas being delivered into a facility owned by TXUGD at the Receipt Point(s)and after such gas
is delivered by TXUGD into a facility owned by Customer or Customer's designee at the Delivery Point,ezcep[for
injuries and damages caused by the negligence of TXUGD. T'XUGD will be in control and possession of the gas it
ttansports hereunder,and will be responsible for and wiU indemnify Customer for,and hold Customer hannless
from,any damage or injury caused thereby after receipt of the gas by T'XUGD into a facility owned by TXUGD at
the Receipt Point(s)and until such gas is dclivered into a facility of the Customer or Customer's designee at the
Delivery Point,ezcept for injuries and damages caused by the negligence of Customer or Customer's designee.
However,gas will be received by TXUGD af[er it has passed out of the meter at a Receipt Point and until it is
delivered by TXUGD to Customer or G�stomer's designee after it has passed out of the meter at a Delivery Point.
The meter wil!be considered to be the meter tube for purposes of this provision.
7. Transportation Rates
(a) Couunencing with initial deliveries of gas hereunder,Customer will pay to TXUGD each month the
Transportation Service Rate set forth on the signature page of this Contract for transportation services provided
hereunder during such mondi,at the rate(s)set forih on the signatory page of this Contract,which wiil include
TXUGD's right to retain and become the owner of the Retention Velume ar.d the feES,charges,tax reimbursements
and cosu provided for in[his Contract
�,.,,, {b) Customer agrees ro reimburse TXUGD for any Taxes as herein def ned.
�P.
2
EXHI8IT.� TO �/ ' �°
8. Receivt Points Page �- of �
(a) Gas delivered by Customer(or its designee)to TXUGD hereunder will be delivered at the outlet of a city gate
. . meter,referred to herein as the"Receipt Point;described on the signature page of this Contract.The Receipt Point
will be at an active city gate on the TXUGD's distribution system,described on the signature page of this Contract,
provided,that if TXUGD owns the a�plicable city gate,the Receipt Point will be the inlet of the city gate. It is
��� agreed that Customer and TXUGD may mutually agree to additionai receipt points under this Contract that will also
be at active city gates on such distribution system.
(b) Notwithstanding anything contained in this Contract that might be construed to the contrary,in the event of
unfavorable operating conditions(as determined by TXUGD in its sole opinion),or a change of ownership of a
specific Receipt Point or appurtenant facilities,or if,in TXUGD's sole oginion,the receipt of gas from a specific
Receipt Point ever becomes uneconomical for any reason whatsoever,then TXUGD will have the right(i)to
immediately discontinue the receipt of gas from any such Receipt Point and/or(ii)upon thirty(30)days'prior
written notice to Customer,to delete any such Receipt Point from this Contract. However,Customer and TXUGD
may agree to perform this Contract with reduced volumes,or Customer and TXUGD may agree that Customer will
pay for the necessary increase in capacity of the facili[ies involved. -
9. Intecruptible Service
Customer hereby acknowledges that TXUGD's receipt and delivery of gas volumes hereunder will be on a wholly
interruptible basis and subject w:(i)the most efficient and economic utilization of TXUGD's pipeline capacity as
determined by TXUGD in its soIe discreiion;(ii)pipeline capacity necessary to serve existing or future sales
customers under tariffs filed with applicable reg�latory authorities or under negotiated contracts as determined by
T'XUGD in iu sole discretion;and(ui}the other terms and conditions contained in this Conuact. Customer agrees
that such transportation service may be interrupted,in whole or in part,&om time to time,without notice;however,
TXUGD's dispatcher wiil endeavor to advise(by telephone or electronic medium)Customer's dispatcher or
authorized representadve of an interruption as soon as practicab(e,either before or after such interruption,but
TXUGD will have no liability for any failure to give such notice. In no event will an interruption of uansportadon
service pursuant to the terms,conditions and contingencies of this Contract constitute a breach of this Contract,and
TXUGD will not be liable to Gtistomer or third parties in damages or otherwise because of any interruption of such
� service. Customer agrees to indemnify TXUGD for,and hold TXUGD harmless from,any damages,causes of
actions or claims asserted by any third parties as a result of any termination,suspension,or interruption of services
hereunder by TXUC�D for any reason.'
�
10. Nominations
(a) Customer will provide TXUGD with iu first of the month nomination of volumes for receipt and delivery by
TXUGD during a month no later than 1130 a.m.central clock time on ihe second business day prior to the first
calendar day of each month>giving due consideration to the Retention Volume.
(b) Each such nomination by Customer will contain the nominated quantities for each Receipt Point and the
Delivery Point,designation of the appropriate contract(s)covering such gas,and the identity by name and telephone
number of individual(s)who have authority to confirm the gas volumes nominated at each Receipt Point and the
Delivery Point.
(c) Customer may c6ange nominated volumes for the remainder of a month on any business day,provided such
nomination change must be received by TXUGD prior to 10:00 a.m.central clock time of any business day to be
effective the next business day.
(d) If Customer fails to nominate volumes for receipt and delivery by TXUGD under this Contract for any month,
TXUGD may suspend transportation service under this Contract for such month. Such interruption of service by
7'XUGD will not prevent enforcament by T'XUGD of any of its other legal righis or remedies nor wi]I the same be
construed as a breach of the obligations of TXUGD under this Contract.
(e) If Custon�er fails to nominate volumas for receipt and deIivery by TXUGD under this Convact for three(3)
consecutive months during the terrn of this Contract,TXUGD may upon thirty(30)days priar written noiice to
Customer term;nace this Contract;provided,the obiigations to make payment for monies due unc�er this Contract,
including payments for any kind of imbalances, ��ill noi be extinguished.
�:�
(� Customer understands and agrec;s that TXUGD may for operational reasons prorate and/or totally refuse to
accept new nominations o.*honor ihen existing nominations at any existing Receipt Points andJor proposed Receipt
�
3
EXHIBIT�_ t0 ..�Q���:.
Page _�. of �s��
Points,at any time and from time io time and for any specified or unspecified time period(s).TXUGD will endeavor
to notify Customer or Customer's designee of such refusal to accept or honor any nomination or nominadons as
soon as practicable,but TXUGD will not be liable for any failure to do so.
(g) Notwithstanding the foregoing,Customer will not attempc to utilize the nomination process uader this Contract
to reserve or gain additional pipeline capacity by over nomination.In the event TXUGD,in its sole discretion,
determines that Customer has attempted to reserve or gain additional pipeline capacity by over nomination,
Custorner agrees that TXUGD will have the right,with or without prior notice,to:(i)revise the nomination,(ii)
suspend service under this Contract,and/or(iii)terminate this Contract.
11. Imbalances of Nominations and Volumes
(a) It is recognized and understood that:
(i) an ezact day-to-day balance of ihe volume of gas nominated for receipt and delivery by TXUGD and
the volume of gas delivered to(taken or used by)Customer at the Delivery Point may not be possible due
to the inability of Customer to precisely predict or control such receipts or deliveries;and _
(ii) an ezact day-to-day balance of the volume of gas delivered to TXUGD at the Receipt Points for
transportation,less the Retention Votume,and the quantity of gas delivered to(taken or used hy)Cttstomer
at the Delivery Point by TXUGD may not be possible due to the inability of Customer to control precisely
such receipts or deliveries.
However,Customer will endeavor to nominate and deliver to TXUGD at the Receipt Point the volume of gas that is
delivered to(taken or used by)Customer at the Delivery Point,plus the Retention Volume,during any appiicable
period.
(b) Customer will be obligated to monitor on both an hourly and a daily basis and,if necessary,adjust,or cause to
be adjusted:
(i) the volume of gas delivered to TXUGD at the Receipt Points for transportation;and
(ii) the volume of transportation gas taken or received by Customer,or its designee,from TXUGD at the
Delivery Point,in order to maintain both an hourly and a daily balance of receipts and deliveries at
� t consistent flow rates throughout each day,giving due consideration to the related Retention Volume.
Customer will advise TXUGD of any situation wherein any kind of imbalance has occurred or may occur.
Cusiomer will endeavor to adjust its receipts andlor deliveries of transportation gas to the extent necessary to avoid
any lond of imbatance,and promptly notify T'XUGD of such adjustments. Any adjustments to receipts and/or
deliveries by Customer,whether or not pursuant to notification from either party,will be coordinated with TXUGD's
gas control personnel.
(c) TXUGD will nat be obligated to teceive or deIiver quantities of gas on any day in ezcess of the lesser of(ij
those quantities nominated by Customer for transportation hereunder on such day,giving due consideration to the
Retention Volume;or(ii)those quantities received by TXUGD at the Receipt Points for transportation hereunder on
such day,giving due consideration to the Retention Volume. However,TXUGD,to the eztent pracbicable,will
endeavor to deliver to Customer each day a qaantity of gas equivalent to the quaniity of gas received by TXUGD
from Customer(or iu designee)at the Receipt Points on such day,less the Reteation Volume.
(d) TXUGD will re[ain and become the owner of such Retention Votume to replace the normal gas lost,gas used as
fuet and gas used in its day-to-day pipeline operations related to the volumes delivered by Customer to TXUGD.
(e) Notwithstanding anything contained herein that might be construed to the contrary,TXUGD will always have
the total and unresuicted right,but with no obligation whauoever,at any time and from time to time,to resVict,
interrupt or reduce iu receipt and/or delivery of transport gas hereunder in order to maintain botfi an hourly and a
daily balance of receipts and deliveries at consistent flow rates throughout each day or to correct any imbalance
between receipts and deiiveries hereunder.
(f} Othe:provisio;is af this Conuact notwithstar.ding,in the event tF.e transportaqon of volumes of gas delivered ta
the Receipt Point are interrupted by TXUGD during any day for any reason,the volume intesrupted,u�to the
Ivlaximum Daily Quantity,will not L�e considered as a part of a.*�y imbalance for that day under the terms of this
Contract.
a
EXHIBIt� TO '�-°
I2. Nomination Imbalance Payments py�gQ �� 0 f �
(a) A nomination imbalance will exist under this Contract when,during any applicable period of the term hereof,
� there is a numerical difference between:
�,,;�, (i) the quantity of gas delivered by TXUGD to Customer;and
(ii) the quantity of gas nominated for that period by Customer.
(b) To the extent Customer fails to avoid a monthly nomination imbalance[as described in paragraph 12(a)above],
and Customer's nominadons for deliveries to TXUGD at the Re�eipt Point(s)during such monthly period ue in
ezcess of the transportation quantities actually,or deemed by allocation,delivered to TXUGD for transportalion to
Customer at the Delivery Point during said monttily period("over nominadon by Customer"):
i) if the imbalance is greater than 09b,but S%or(ess during such month,Customer will pay to TXUGD a
sum of money deiermined by the product of{A)$0.15(15 cenu)per decatherm maltipiied by(B)the .
nurnber of decatherms in such monthly imbalance,thereby eliminating such imbalance;
(u) if the imbalance is greater than 596,but 10�or less d�ring such mon[h,Customer will pay to TXUGD
a sum of money determined by the product of(A)$030(30 cents)per decatherm multiplied by(B)the
number of decatherms in such monthly imbalance,thereby eliminating such imbalance;
(iii) if the irnbalance is greater than 10�'0,but l S�t'o or less during such month,Customer will pay to
TXUGD a sum of money determined by the product of(A)$0.45(45 cents)per decatherm muldplied by
(B)the number of decatherrns in such monthly imbalance,thereby eliminating such imbalance;
(iv) if the imbalance is greater than 15�'0,but 2096 or less during such month,Customer will pay to
TXUGD a sum of money determined by the product of(A)$0.60(60 cents)per decatherm multiplied by
(B)the number of decatherms in such monthly imbalance,thereby eliminating such imbalance;or
„W „ (v) if the imbalance is greaier than 20Wo during such month,Customer wiIl pay to TXUGD a sum oF
money determined by the product of(A)�0.75(75 cents)per decatherm multiplied by(B)the number of
decatherms in such monthly imbalance,thereby eliminadng suc6 imbalance.
�arw
(c) To the extent Customer fails to avoid a monthly nomination imbalance[as described in paragraph 12(a)above],
and Customer's nomination for deliveries to TXUGD at the Receipt Point(s)during such monthly period are less
than the transportation quantifies actually,or deemed by allocation,delivered to TXUGD for transportation to
C�stomer at the Delivery Point during said monthly period(`tuider nomination by Custoraer"),Ctistomer will pay
TXUGD a sum of money determined by the product of(A)$0.05(5 cents)per decatherm multiplied by(B)the
number of decatherms in such monthly imbalance,thereby eliminating such imbalance.
(d) TXUGD will bill Customer for a_-�y such arnounts orvcd to T�IJGI?by Castomer under this paragraph 12 by
including such amounts in the moathly statement(s)re�dered to Customer under paragraph 12 of Schedule"B"of
this Contract,or by a separate statement whether or not this Contract has terminated.
13. Volume Imbalance Payments
(a) A volume imbalance will eust under this Contract when,during any month of the term hereof,there is a
numerical difference between:
(i) the volume of gas delivered by TXUGD to Customer at the Delivery Point;and
(ii) the vo3ume of gas received by T'XUGD from Customer(or its designee)at the Receipt Point(s),less
the Retendon Volume. Volumes received or delivered will for purposes of this Conuact include volumes
that aze not separately metered,but are deemed received or delivered by altocation in situations in which
Cuslomer's gas is commingled wizh gas owned by others.
(b) To the exteni Cusiomer fails to avoid a mon:hly volume imbalance[as described in para�-aph 13(a)ahove],and
Customer's deliveries to TXUGD at the Receipt Point(s)during su::h monthly period,less t}�e Retention Volumes,
��"" are in excess of the transportation c�uantities deli�ered by TXUGD to Customer ai the Delivery Point during said
monthiy period("or•�r deliveries by Customer creating an imhalarce `due'Custom,er"):
�..;�,
5
EXHI8IT� TO " � �" �
Page �1_.._ of
i) if the imbatance is greater than 04'0,but 5�'0 or less,of the total gas volumes delivered to Customer at the
Delivery Point during such month,Customer will sell to T'XUGD and TXUGD will purchase from
,� , Customer the decatherms of such monthly imbalance for a sum of money determined by the product of(A)
the lesser of the lowest price paid for gas by TXUGD during that monthly period or the lowest daily
Houston Ship Channel price during that monthly period,as reported in the publication Gas Daily,
��� mulvplied by(B)the number of decatherms in such monthly imbalance,thereby eliminating such monthly
imbalance;
ii) if the imbalance is greater than 590,but 10�'0 or less,of the total gas volumes delivered to Customer ai
the Delivery Point during such month,C�stomer will seli to TXUGD and TXUGD will purchase from
Customer the decatherms of such montlily imbalance for a sum of money determined by the product of(A)
the Iesser of the lowest price paid for gas by TXUGD during that monthly period or 809fo of the lowest
daily Houston Ship Channel price during that monthly period,as reported in the publication Gas Daily,
multiplied by(B)the number of decatherms in such monthIy imbalance,thereby eliminating suchmonthly
imbalance;
iu) if the imbalance is greater than 109b,but 15g'a or less,of the total gas volumes delivered to Customer
at the Delivery Point during such month,Customer will sell to T'XUGD and TXUGD will purchase from
C�stomer the decatherms of such monthly imbaiance for a sum of money determined by the product of(A)
the lesser of the lowest price paid for gas by TXUGD during that monthly period or 70%of the lowest
daily Houston Ship Channel price during that monthly period,as reported in the publication Cas Daily,
multipiied by(B)the number of decatherms in such monthly imbalance,thereby eliminating suchmonthiy
imbalance;
iv) if the imbalance is greater than 15%,but 2095 or less,of the total gas volumes delivered to Customer at
the Delivery Point daring such month,Customer will sell to T'XUGD and TXUGD will purchase from
Custnmer the decatherms of such monthly imbalance for a sum of money determiaed by the product of(A)
the lesser of the lowest price paid for gas by TXUGD during that monthly period or 60°,b of the lowest
daily Houston Ship Channel price during that monthly period,as reporced in the publication Gas Daily,
muldplied by(B)the number of decatherms in such monthly imbatance,thereby eliminadng suchmonthly
. imbaIance;and
v) if the imbalance is greater'than 209�0 of the total gasvolumes delivered to Customer at the Delivery
�° � Point during such month,C�stomer wil!seU to TXUGD and TXUGD will purchase from Customer the
decathercns of such moathly imbalance for a sum of money determined by the product of(A)the[esser of
the lowest price paid for gas by TXLTGDduring that monthly period or 509b of the lowest daily Houston
Ship Channel price during that monthly period,as reported in the publication Gas Daiiy,multiplied by(B)
the number of decatherms in such monthty imbalance,thereby eliminati�g such monthly imbalance.
(c) To the eztent Customer does not avoid a monthly volume imbalance[as described in paragraph 13(a)above],
and Customer's deliveries to TXUGD at[he Receipt Point(s)during such monthly period aze less than the
transportation quandties deliveredby TXUGD to Customer at the Delivery Point during said monthly period("under
deliveries by Customercreating an imbalance'due'TXUGD"):
i) if the imbalance is greater than 096,but 596 or less,of the total gas votumes delivered Customer at the
Delivery Point during such month,Customer will purchase such imbalance gas volumes from TXUGD,and
TXUGD will have the right to collect from Customer,a sum of money determined by the product of(A)
the greater of the highest price paid for gas by TXUGD during that monthly period or 10090 of the highest
daily Houston Ship Channel price during that monthly period,as reported in the publication Gas Daily,
mulciplied by(B)the number of decatherms in such monthly imbalance,thereby eliminating such monthly
imbalance;
ii) if the imbalance is greater than 55b,but 10°Jo or less,of the total gas volumes delivered to Customer at
the Delivery Point during such month,Customer will purchase such imbalance gas volumes from TXUGD,
and TXUGD will have the right to collect from Customer,a sum of money determined by the product of
(A)the greater of the highest price paid for gas by TXUGD during thac mont}ily period or 125�'0 of the
hig:3est daily Houston Ship Channel price during thai monthly period,as reported in the pnblication Gas
Daity, multiptied by(B)the number of decatherms in such monthly i;nbalance,thereby eliminating such
�
monttily irnbalance;
���
5
EXHIBIT�_ TO �%����"�°
Pa�e �. ot ...�.�_
iii) if the imbalance is greater thanl0%,butl5qo or less,of the total gas volumes de ivered Customer at
the Delivery Point during suc6 month,Customer will purchase such imbalance gas volumes from TXUGD,
and TXUGD will have the right to collect from Customer,a sum of money detemuned by the product of
�„ _, (A)the greater of the highest price paid for gas by TXUGD during that monthly period or 150%of the
highest daily Houston Ship Channel price during that monthly period,as regorted in the pubGcation Cas
Daity,multiplied by(B)the number of decatherms in such monthly imbalance,thereby eliminating such
�;a monthly imbatance;
iv) if the imbalance is greater than159o,but 20�'0 or less,of the total gas volumes delivered to Customer at
the Delivery Point during such month,Customer will purchase such imbalance gas volumes from TXUGD,
and TXUGD will have the right to collect from Customer,a sum of money determined by the prodact of
(A)the greater of the highest price paid for gas by TXUGD during that monthly period or 175�of the
highest daily Houston Ship Channel price during that monthly period,as reported in the publication Gas
Daily,multiplied by(B)the number of decatherms in such monthly imbalance,thereby eliminating such
monthly imbalance;and
v) if ihe imbalance is geater than 205'0 of the total gas volumes defivered to Customer at the Delivery .
Point during such month,Customer wilt purchase s�ch unbalance gas volumes from TXUGD,and TXUGD
will have the right to collect from Customer,a sum of money deternuned by the product of(A)the greater
of the highest price paid for gas by TXUGD during that monthly period or 200g'o of the highest daiIy
Houston Ship Channel price during that monthly period,as reported in the publication Gas Dai1y,
muItiplied by(B)the number of decatherms in such monthly imbalance,thereby eliminadng suchmonthly
imbalance.
(d) TXUGD wi11 bill C�stomer for any such amounts owed to 1'XUGD by Customer under this paragraph 13 by
including such amounts in the monthly statement(s)rendered to C�stomer under paragraph 12 of Schedule"B"of
this Contract,or by a separate statement whether or not this Contract has terminated. TXUGD will credit Customer
for any such amoants owed to Customer by TXUGD under this paragraph]3 by crediting such amounts against
amounLs owed to TXUGD by Customer in any such statement(s)rendered to Customer. Otherwise,such amounts
will be paid to Customer within t6irty(30)days from t6e date Contract has terminated if the net account balance is
an amount owed to Customer by TXUGD.
r 14. Misuse of Imbalance Provisions
�� Customer will not attempt to utilize the imbalance provisions hereunder to pro�ide standby or backup service or
plant protection supply gas for its Facility in the event its third party sapplier(s)fai]to deliver sufficient volumes of
gas to TXUCD for redelivery hereunder to Customer's Facility for such purposes,with due consideration to the
RetenLion Volume,or for any other purpose not expressly contemplated in the terms of this Contract. I[t the event
TXUGD ever determines that Customer has attempted to do so,Customer agrees that TXIIGD will have the right to
suspend and/or terminate this ContracG
15. Failure of PricinQ Resoarce
(a) ln the event no Cas Daily is published or no"highest daity price"is published in the Gas Daity, the price used
therefore will be the 6ighest price published in Inside F.E.R.C.'s Gas Market Report for gas sold during the month in
Tezas.In the event no Gas Daily is pubiished or no"lowest daily price"is published in the Gas Dai1y,the price used
therefor will be ihe lowest price published in the Inside F.E.R.C.'s Gas Market Report for gas sold during the mont6
in Texas.
(b) In the event no Cas Daily and no Inside F.E.R.C.'s Gas Market Report is published or no"highest daily price"
is published in the Gas Daily or in the"Inside FERC."ihe price used therefore will be the highest price published by
the New York Mercantile Exchange(NYMEX)for gas sold during the month in Tezas.In the event�no Gas Daily
and no Inside F.E.R.C.'s Gas Market Repon is published or no"lowest daily price"is published in the Gas Daily or
in the"Inside FERC;'the price used therefor will be the lowest price published by the New York MercanGle
Ezchange(NYMEX)for gas sold during the month in Texas.
(c) In the event Gas Daily,Inside F.E.R.C.'s Gas Market Report and the New York Mercantile Exchange
(NYME�ail tluee fail to raport a highest cr lowest price for the rr.onth fo:use under the respecuve provisions of
this Contract tiie pariies may mutually aaree upon the price or prices to�E us�d.However,if the parties cannot agree
on such a price or prices��•ithin thirty(30)days of such an event tt�e approFria:e pn.ce o*prices wil]be established
'� by arbitr�tion as provided ir.this Concract.
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EXHIBIT� TO , "
16. Inteirup,tion,Reducrion or Termination of Service Page �� of
Customer agrees that:(a)in the event of any interrupdon,reduc8on or termination of service under this Contract
� TXUGD's personnel may enter Customer's facility's premises and physically turn off the gas serving such facility;
and(b)no one other than TXUGD's personnel will be permitted to tum the gas back on.
� 4 ***END OF SCHEDULE"D"'�**
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8
EXHIBIT_.�. TO r "{`i°
_._.__
Page of ` `
Tariff for Gas Service TXU Gas Distribution
° RATE SCHEDULE: Gas Cost Ad'ustment No.4108-4
APPLICABLE TO: NW Metro!Mid Cities Distribution REVISION: 0
�''� System DATE:07/2d/01
EFFECTIVE DATE: 07/20/01 PAGE: 1 OF 1
CAS COST ADJUSTMENT
410&4 GAS COST ADJUSTMENT
Each residential and commercial monthly bil!shall be adjusted for gas cost as follows:
(1) The cirygate rate increase or decrease applicable to current billing month residential and commercial
sales shall be calculated to the nearest$0.0001 per Mcf based upon:
(a} A volume factor of 1.0117 determined in estab�ishing the above rate for the distribution system
as the ratio of adjusted purchased volumes divided by adjusted sales volumes. Said factor shall
be adjusted annual(y following determination of the actual lost and unaccounted for gas
percentage based upon year ended June 30.
. (b) The cirygate rate applicable to volumes purchased during the current calendar month,expressed
to the nearest$0.0001 per Mcf(shown below as "Re").
(c) A base city gate rate of$0.00�0 per Mcf.
In summary, the gas cost adjustment (GCA) shall be determined to the nearest $0.0001 per Mcf as
�.-� follows:
GCA=((1.0117) {Re-$O.Od00))
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ExHie�t...�2,, ro -
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Page �s�. Ql r��
Tariff fo�Gas Service TXU Gas Distribution
RATE SCHEDULE: Tax 8�Franchise Fee Ad ustment No.4108-5
APPLICABLE TO: NW Metro i Mid Cities Distribution REVIStON: 0
System DATE:07120/01
EFFECTIVE DATE: O7I20/01 PAGE: 1 OF 1
TAX 8 FRANCHISE FEE ADJUSTMENT
4108-5 TAX 8�FRANCHISE FEE ADJUSTMENT
Each monthly bill,as adjusted above,shall be adjusted for municipal franchise fees(street and alley .
rental assessments)and the state gross receipts taxes imposed by Sections 182.021 - 182.025 of
the Texas Tax Code. Municipal franchise fees are determined by each city's franchise ordinance.
Each monthly bill, as adjusted above shall also be adjusted by an amount equiva►ent to the
proportionate part of any new tax, or any tax increase or decrease,or any increase or decrease of
any othergovernmental imposition,rental fee,or charge(except state,county,city and special district
ad valorem taxes and taxes on net income)levied,assessed or imposed subsequent to September
30, 2000, upon or allocated to the Company's distribution operations, by any new or amended law,
. ordinance or contract.
Municipal franchise fees (street and alley rental assessments) and the state gross receipts taxes
� imposed by Sections 182.021 - 182.025 of the Texas Tax Code shall continue to be collected
pursuant to individual industrial contracts.
EXHIBIT� TO �����`6'°
Page ��.. of �.
Tariff for Gas Service TXU Gas Distribution
^"�� RATE SCHEDULE: Weather Normalization Ad'ustment No.410&6
APPLICABLE TO: NW Metro/Mid Cities Distribution REVISION: 0
System DATE: 07f20/01
EFFECTIVE DATE: 07/20/01 PAGE: 1 OF i
WEATHER NORMALIZATION ADJUSTMENT
4108-6 WEATHER NORMALIZATION ADJUSTMENT
Effective with bills rendered during the October 2000 through May 2001 billing manths, and annually
thereafter for the October through May biAing months,the residential and commercial consumption _
rates for gas service, as adjusted, shall be subject to a weather normalization adjustment each billing
cycle to reflect the impact of variations in the actua!heating degree days during the period included in
the billing cycle from the normal level of heating degree days during the period included in the billing
cycle.The weather normalization adjustment will be implemenied on a per Mcf basis and will be
applicable io the heating load of each customer during the period included in the billing cycle. It will be
determined separately for residential and commercial customers based on heating degree data
recorded by either the DFW Airport weather station. The adjustment to be made for each billing cycle
will be calculated according to the following formula:
WNA= NDD-ADD x M x AHL
ADD
Where: WNA= Weather normalization adjustment
NDD= Normal heating degree days during the period covered by the billing
��°� cycle
ADD= Actual heating degree days during the period covered by the billing
'cycle
��" M= Weighted average margin per Mcf included in the commodity portion
of the rates effective during the October through May billing months
AHL= Actual heating load per customer
The heating load to which the weather normalization adjustment is to be app�ied for residential
and commercial customers is determined by subtracting the base load for the customer from the
total volume being billed to the customer. The base load of a customer is the average leve�of
nonheating consumption.
The weather normalization adjustment is subject to a 50%limitation factor based on temperatures
being fifty percent warmer or colder than no�mal. The weather normalization adjustment will be
calculated to the nearest$.0001 per Mcf.
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EXHIBIT� TO �
Page �.2.. of �:L..
Tariff far Gas Service TXU Gas Distribution
�-�,
RATE SCHEDULE: Miscellaneous Service Char es Nos.90U1 thru 9007
�„ APPLICABLE TO: As Referenced REVISION: 0
EFFECTIVE DATE: As Referenced PAGE: 1 OF 2
MISCELLANEOUS SERVICE CHARGES:
9001 Connection Charge (Residential&Commercial)
The following connection charges apply.
Schedule Ch_ arQe -
Business Hours $ 35.00
After Hours 52.50
For each reconnection of gas service where service has been discontinued at the same premises
for any reason,for the initial inauguration of service, and for each inauguration of service when
the billable party has changed,with the following exceptions:
(a) For a builder who uses gas temporarily during construction or for display purposes.
(b) Whenever gas service has been temporarily interrupted because of system outage or
� service work done by Company;or
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(c) For any reason deemed necessary for company operations.
9002 Read For Change Charge, , (Residential&Commercial)
��
A read for change charge of$12.00 is made when it is necessary for a company employee to read
the meter at a currently served location because of a change in the billable party.
9003 Retumed Check Charges (Residential&Commerciat)
A returned check handling charge of$16.25 is made for each check returned to the Company for
any reason.
9004 Delinquent Notification Charge (Residential�Commercia!)
A charge of$4.75 shall be made for each trip by a Company employee to a customer's residence
or place of business when there is an amount owed to the Company that is past due. This charge
shatl not be made when the trip is required for safety investigations or when gas service has been
temporarily interrupted because of system outage or service work done by Company.
9005 Main Line Extension Rate (Residential&Commerciaf) �
The charge for extending mains beyond the free limit established by Franchise for residential and
commercial customers shall be based on the actual cost per foot of the extension.
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EXMIBIT.�.. TO -
P,ge ot
�- Tariff for Gas Service TXU Gas Distribution
� RATE SCHEDULE: Misceilaneous Service Char es Nos.9001 thru 9007
APPLICABLE TO: As Referenced REVISION:0
EFFECTIVE DATE: As Referenced PAGE:2 OF 2
9006 Charge for Installing and Maintaining
and Excess Flow Valve (Residentia!)
A customer may request the installation of an excess flow valve on a new service line or on a _
service line being replaced provided that the service line will serve a single residence and operate
continuously throughout the year at a pressure of not less than 10 psig.The customer will pay the
actual cost incurred to install the excess flow valve.That cost will include the cost of the excess
f(ow valve,the labor cost required to install the excess flow valve,and other associated costs.The
estimated total cost to install an excess flow valve is$50.00.This cost is based on installing the
excess flow valve at the same time a service line is installed or replaced.The excess flow valve
will be installed on the service line upstream of the custome�s meter and as near as practical to
the main.
A customer requiring maintenance, repair,or replacement of an excess flow valve will be required
to pay the actual cost of locating and repairing or replacing the excess flow valve.The cost to
perform this service will normally range from$200.00 to$2,000.00, depending on the amount of
work required.This cost wilt be determined on an individual project basis.
�°�° This tariff is being fifed in accordance with the U.S. Department of Transportation rule requiring.
the installation of an excess flow valve, if requested by a customer,on new or replaced service
lines that operate continuously throughout the year at a pressure of not less than 10 psig and that
�"""� serve a single residence.The rule further states that the customer will bear all costs of installing
and maintaining the excess flow valve.
9007 Recovery of Connection Costs Associated
with Certain Stand-By Gas Generators (Commercial)
Commercial customers installing stand-by gas generators to provide service in the event of an
, interruption in electric service in facilities where gas service is not otherwise provided will
reimburse TXU Gas Distribution for the actual cost of acquiring and installing the regulator,
service line, and meter required to provide gas service for the stand-by generators. Gas service
provided for the stand-by generators will be billed at the applicable commercial rate.
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EXHIBIT� t01���;"
Page .,�.�.�... ot ���;�
Tariff for Gas Service TXU Gas Distribution
�
RtDER: Surchar es No. 4116
�,,,,r, APPLICABLE TO: NW MetroJMid Cities Distribution System REVISION:0
DATE:07/20l01
EFFECTIVE DATE: 07/ZO/01 PAGE: 1 OF 1
SURCHARGES
Rate Case Expense Surcharge Rider:
TXU Gas Distribution is authorized to recover the current rate case expense through a surcharge
designed for a six-month nominal recovery period. The surcharge per Mcf will be calculated by -
dividing the rate case expense to be recovered by one-half of the adjusted annual sales volume to
residential, commercial, Industrial Sales, and Industrial Transportation customers. TXU Gas
Distribution will provide monthly status reports to the Ciry to account for the collection of rate case
expense. The surcharge for the compan}!s rate case expenses shall be pro-rated over the system
as a whole. The cities rate case expenses shall be pro-rated among the cities who hired outside
consultants and/or attorneys to represent them in this case.
Other Surcharges:
TXU Gas Distribution will recover other surcharges as authorized by ihe relevant municipality,the
Railroad Commission of Texas or the Texas Utilities Code.
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