HomeMy WebLinkAboutResolution - 2574 - Agreement - Enermary Inc - Gas Sales & Transportation - 05_14_1987Resolution #2574
Agenda Item #28
May 14, 1987
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock a Gas Sales and
Transportation Agreement by and between the City of Lubbock and Enermart,
Inc., attached herewith, which shall be spread upon the minutes of the Coun-
cil and as spread upon the minutes of this Council shall constitute and be a
part of this Resolution as if fully copied herein in detail.
Passed by the City Council this 14th day of May , 1987.
C
C. McMINN, MAYOR
ATTEST:
Ranett&3oyd, City Secretary
APPROVED AS TO CONTENT:
Robert Massengale, Ass' ant City
Manager for Financial Services
APPROVED AS TO FORM:
Do d G. andiver, First Assistant
City Attorney
Resolution M74
GAS SALES AND TRANSPORTATION AGREEMENT
THIS GAS SALES AND TRANSPORTATION AGREEMENT is made and
entered into as of the 1st day of June, 1987, by and
between ENERMART, INC., a Texas corporation ("Seller"), and the
CITY OF LUBBOCK, TEXAS, a Texas municipal corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller desires to sell to Buyer, and Buyer desires
to purchase, certain volumes of natural gas in accordance with
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Agreement to Sell and Purchase and to Transport.
(a) Subject to the terms and conditions of this Agreement,
including the General Terms and Conditions attached hereto and
made a part hereof for all purposes, Seller agrees to sell and
deliver to Buyer at the Sales Point, as hereinafter defined, and
Buyer agrees to purchase and accept, during the term of this
Agreement, all of the gas that is required for the operation of
Buyer's No. 2 Lubbock Power & Light Power Plant, which is located
at Municipal Hill in Lubbock County, Texas, in the City of
Lubbock, Texas.
(b) Subject to the terms and conditions of this Agreement,
Seller further agrees to transport, or cause to be transported,
on an interruptible basis, for and on behalf of Buyer, all of the
gas that Buyer purchases from Seller hereunder for redelivery to
the Delivery Point(s), as hereinafter defined.
(c) Notwithstanding anything expressly or impliedly to the
contrary in this Agreement, Seller shall have no obligation to
sell, deliver, or transport gas to Buyer in excess of Seller's
residual pipeline capacity or the residual pipeline capacity of
the transporter through which such gas is delivered. For
purposes of this Agreement, "residual pipeline capacity" shall
mean the pipeline capacity remaining after taking into
consideration the volumes of gas in Seller's or the
transporter's, as the case may be, pipeline to be sold to or
transported for higher priority customers of Seller or such
transporter.
S
2. Sales Point, Delivery Point(s) and Pressure.
(a) The point at which gas is to be sold by Seller to
Buyer under this Agreement shall be at the interconnection
between Energas Company and Westar Transmission Company, Lubbock
Northwest Town Border Station, located in Section 14, Block A,
Lubbock County, Texas.
(b) The point(s) at which gas is to be transported and
redelivered by Seller to Buyer under this Agreement shall be at a
point of interconnection between the facilities of Seller or
Seller's designee and the facilities of Buyer's No. 2 Lubbock
Power & Light Power Plant located in Section 80, Block A, in
Lubbock County, Texas, in the City of Lubbock, Texas, or at such
other point or points as the parties hereto may mutually agree in
writing (the "Delivery Points)").
(c) The average atmospheric (barometric) pressure at the
Sales Point and the Delivery Point(s) shall be assumed to be 13.1
psia unless otherwise specified by Seller.
3. Price.
(a) Subject to the provisions of Subparagraph 3(b) below,
the price to be paid by Buyer to Seller for each MMBTU of gas
sold and transported hereunder shall be Two Dollars and Three
Cents ($2.03).
(b) In addition to the price to be paid for gas delivered
hereunder, Buyer agrees to pay to Seller an amount equal to any
and all sales and gross receipts taxes imposed on Seller for gas
purchased by Buyer or transported by Seller or Seller's designee
hereunder.
4. Billing and Payment.
(a) On or before the tenth (loth) day of each calendar
month after deliveries of gas hereunder have commenced, Seller
shall render to Buyer an invoice that shows the total volume and
BTU content of gas purchased at the Sales Point and transported
to the Delivery Point(s) pursuant hereto during the preceding
Billing Month and the monies due therefor, including any amounts
due for taxes paid by Seller for which Buyer is obligated under
this Agreement to reimburse Seller. Buyer shall pay such invoice
within ten (10) days after Buyer's receipt thereof to the address
of Seller noted on the invoice.
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(b) In the event Buyer fails to pay the full amount due
Seller when the same becomes due, interest thereon shall accrue
from the date that such payment became due until it is paid in
full at the lesser of (i) a rate of fifteen percent (15%) per
annum or (ii) the highest lawful rate permitted by applicable law.
If such failure to pay continues for ten (10) days, Seller may,
in addition to any and all other remedies available to Seller,
suspend further deliveries of gas hereunder.
(c) All invoices and payments are subject to correction
for any errors contained therein until twelve (12) months after
the date Seller received payment on an incorrect invoice or
received an incorrect payment.
5. Term. This Agreement shall become effective on
June 1, 1987, and shall continue in full force and effect
until September 30, 1987.
6. Assignment. This Agreement may not be assigned by either
party hereto without the prior written consent of the other
party, except that no prior consent shall be required for an
assignment to (i) a company owning 100% of, wholly owned by, or
having a common parent with, such assigning party or (ii) a
trustee or trustees, individual or corporate, as security for
bonds or other obligations or security, provided, however, that
an assignment for security purposes shall not relieve the
assigning party of any of its obligations under this Agreement.
7. Notices. Any notice required to be given under this
Agreement or any notice which either party hereto may desire to
give the other party shall be in writing and shall be considered
duly delivered when hand -delivered or when deposited in the
United States mail, postage prepaid, registered or certified, and
addressed as follows:
If to Seller: EnerMart, Inc.
P. 0. Box 650205
Dallas, Texas 75265-0205
Attention: Mr. B. P. Terry
If to Buyer: CITY OF LUBBOCK
P. 0. Box 2000
Lubbock, Texas 79457
Attention: Mr. Carroll McDonald
or such other address as Seller, Buyer, or their respective
successors or assigns shall designate by written notice given in
the manner described above. Routine communications, including
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monthly invoices, may be mailed by ordinary mail and are deemed
delivered when hand -delivered or when deposited in the United
States mail, postage prepaid, and addressed to the
above -designated name and address.
8. Attachments. The General Terms and Conditions attached
hereto are expressly incorporated herein and made a part of this
Agreement for all purposes, and all references herein and therein
to "this Agreement" include the terms and provisions contained
herein and in such General Terms and Conditions.
IN WITNESS WHEREOF, the parties hereto have executed this
Gas Sales and Transportation Agreement as of the date first above
written.
ATTEST
-
Assistant,vecretary
ATTEST:
ATTEST:
Ranet Boyd, City Secretary
SELLER:
ENERMART, INC.
By:
B. P. T ry, VicW President
BUYER:
CITY OF LUBBOCK
APPROVED AS TO CONTENT:
Robert Massengale, As City Manager of Fiance
APPROVED AS TO FORM:
Donald G. Vandiver, Assistant City Attorney
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STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the 30th day
of April , 1987, by B. P. Terry, Vice President
of EnerMart, Inc., a Texas corporation, on behalf of such
corporation.
MARIE E. !WALTZ
Nctary Public, State of Texas
G:.
my Commission Expires Nov 21, 199f)
STATE OF TEXAS §
COUNTY OF LUBBOCK §
No
My
This instrument was acknowledged before me on the day
of , 19 by ,
of the City of Lubbock, a Texas
municipality corporation, on behalf of such corporation.
Notary Public, State of
My Commission Expires:
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GENERAL TERMS AND CONDITIONS
TO GAS SALES AND TRANSPORTATION AGREEMENT,
DATED EFFECTIVE AS OF JUNE 1, 1987,
BETWEEN
ENERMART, INC.
AND
THE CITY OF LUBBOCK, TEXAS
ARTICLE I
Definitions
For purposes of this Agreement, unless the context hereof
requires otherwise, the following definitions shall be
applicable:
Section 1.1. The term "gas" shall mean natural gas produced
from gas wells (i.e. gas -well gas), gas produced in association
with oil (i.e. casinghead gas), and the residue gas resulting
from the processing of both casinghead gas and gas -well gas.
Section 1.2. The term "day" shall mean the twenty-four (24)
hour period commencing at 8:00 a.m., Central Time, on one calen-
dar day and ending at 8:00 a.m., Central Time, on the following
calendar day.
Section 1.3. The term "month" or "Billing Month" shall mean
the period extending from 8:00 a.m., Central Time, on the first
day of one calendar month to 8:00 a.m., Central Time, on the
first day of the next succeeding calendar month, except that the
first Billing Month shall commence on the date of the initial
delivery of gas hereunder and shall end at 8:00 a.m., Central
Time, on the first day of the next succeeding calendar month.
Section 1.4. The term "Mcf" shall mean one thousand (1,000)
cubic feet at a temperature of 60° Fahrenheit and at an absolute
pressure of 14.65 pounds per square inch.
Section 1.5. The term "BTU" shall mean British thermal unit
and represents the quantity of heat required to raise the tempera-
ture of one (1) pound avoirdupois of pure water from 58.5° Fahren-
heit to 59.50 Fahrenheit at a constant pressure of 14.73 psia.
Section 1.6. The term "heating value" shall mean the number
of BTUs produced by the complete combustion, at a constant pres-
sure, of the amount of gas that would occupy a volume of one (1)
cubic foot at a temperature of 60' Fahrenheit if saturated with
water vapor and at a constant pressure of 14.73 psia and under
standard gravitational force (acceleration 980.665 cm per sec.
per sec.) with air of the same temperature and pressure as the
gas when the products of combustion are cooled to the initial
temperature of the gas and air and when the water formed by com-
bustion is condensed to the liquid state.
Section 1.7. The term "psia" shall mean pounds per square
inch absolute.
ARTICLE II
Pressure
Section 2.1. Seller shall deliver the gas transported here-
under to the Delivery Point(s), or cause to be delivered thereto,
at the pressure requested by Buyer, provided, however, that
Seller shall not be obligated to deliver, or cause to be
delivered, any gas at a pressure in excess of the pressure that
is normally available at the Delivery Point(s) or to install or
operate any compression facilities in order to deliver the gas at
a specific pressure.
ARTICLE III
Measurement of Gas
Section 3.1. The sales unit of gas sold hereunder and, un-
less otherwise specifically provided herein, the unit of volume
for purposes of the measurement of gas delivered and transported
hereunder to the Delivery Point(s) shall be one (1) Mcf of gas at
a base temperature of sixty degrees (600)•Fahrenheit and at a
pressure base of 14.65 psia.
Section 3.2. The computation of the volumes of gas deli-
vered hereunder shall be made in accordance with the American Gas
Association Measurement Committee Report No. 3, including the
Appendix thereto, as published in April, 1955 and amended or
revised from time to time.
Section 3.3. Each of the parties hereto acknowledges and
agrees that the volume of gas sold hereunder by Seller to Buyer
at the Sales Point shall be deemed to be equal to the volume of
gas transported by Seller to the Delivery Point(s). Each of the
parties further agrees that the measuring equipment currently
located at the Delivery Point(s) shall be used to calculate the
volumes of gas transported hereunder and that the owner of such
equipment(the "Owner"), or such other party as the Owner and
Seller (in the event Seller is not the Owner) may mutually
designate, shall perform the reading, calibrating, and adjusting
of, and the changing of charts on, such equipment.
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Section 3.4. To the extent permitted by the Owner, each of
Buyer and Seller may install, maintain, and operate check measur-
ing instruments and telemeters connected to the Owner's measure-
ment equipment at the Delivery Point(s) for purposes of checking
the Owner's meters, provided, however, that all gas measurements
required in this Agreement shall be determined by the Owner's
meters and further provided that such check measuring and tele-
metering instruments and connections shall be installed so as not
to interfere with the operation or future modification of the
Owner's official billing meters and appurtenances. Each party
hereto agrees to indemnify, defend, and hold harmless the other
party from any and all claims and liabilities incurred by such
other party arising from the installation, operation, mainte-
nance, or removal by or for the indemnifying party of such check
measuring and telemetering instruments. Each party hereto shall
have access, at reasonable hours, upon giving the other party at
least twenty-four (24) hours prior written notice of its desire
to obtain such access, and to the extent permitted by the Owner,
to such check measuring and telemetering instruments installed by
the other party, but the reading, calibrating, and adjusting
thereof and the changing of charts thereon shall be performed by
such other party.
Section 3.5. If, upon testing, any meter or meters or any
related instrument or device, the readings of which are used in
the registration, integration, or computation of quantities that
effect the billing hereunder, is found to be in error to the
extent that it produces not more than a two percent (2%) measure-
ment error in the meter or meters affected, previous readings of
such equipment shall be considered accurate in computing delive-
ries hereunder. If, upon such testing, any such measuring equip-
ment shall be found to be inaccurate to the extent that it causes
the end result measurement of4the meter or meters used to calcu-
late the quantities of gas delivered hereunder to be in error by
an amount exceeding two percent (2%) at a recording corresponding
to the average hourly rate of flow to the meter or meters affec-
ted for the period since the last preceding test, then any previ-
ous readings of such billing meter or meters affected shall be
corrected to zero error for any part of the period since the last
test during which such error is known to have existed or which
may be agreed upon in actual practice by the parties. In case
the period of such error is not definitely known or agreed upon,
such correction shall be for a period of one-half of the time
elapsed since the date of the last such test but not exceeding a
correction period of three (3) months.
Section 3.6. Subject to the approval of the Owner, each
party shall have the right to be present at the time of any
installing, reading, cleaning, changing, repairing, inspecting,
testing, calibrating, or adjusting done in connection with the
measuring equipment.
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ARTICLE IV
Maintenance of Equipment
Section 4.1. Each party hereto agrees to maintain any
equipment owned by it and used in the performance of its obliga-
tions herein in good, safe, and efficient operating condition and
repair.
ARTICLE V
Quality of Gas
Section 5.1. All gas sold by Seller at the Sales Point
shall conform to the following specifications:
(a) Dust, Gums, etc. The gas shall be commercially free of
dust, gums, and other solid matter.
(b) Oxygen. The gas shall not at any time have an oxygen
content in excess of two -tenths of one percent (.2%) by volume.
(c) Carbon Dioxide. The gas shall not at any time have a
carbon dioxide content in excess of two percent (2%) by volume.
(d) Liquids. The gas shall be commercially free of water
and hydrocarbons in liquid form at the temperature and pressure
at which the gas is delivered.
(e) Liquefiable Hydrocarbons. The gas shall not contain
more than two -tenths (.2) gallons per Mcf of liquefiable hydro-
carbons having a molecular weight equal to or greater than
pentanes.
(f) Hydrogen Sulfide. The gas shall not contain more than
ten (10) grains of hydrogen sulfide per one hundred (100) cubic
feet.
(g) Sulphur. The gas shall not contain more than twenty
(20) grains of sulphur per one hundred (100) cubic feet.
(h) Water Vapor. The gas shall not contain more than seven
(7) pounds of water vapor per million cubic feet.
(i) Heating Value. The gas shall have a gross heating value
of not -less than nine hundred fifty (950) BTUs per cubic foot.
(j) Temperature. The gas shall not be delivered at a tem-
perature excess of one hundred twenty degrees (1200) Fahrenheit.
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Section 5.2. Each of the parties hereto acknowledges and
agrees that all analyses of the gas sold hereunder shall be per-
formed by Seller or Seller's designee at the Sales Point and that
all gas transported by Seller to the Delivery Point(s) shall be,
and hereby is, deemed to be of equal quality with the gas sold by
Seller to Buyer at the Sales Point.
Section 5.3. If any of the gas sold by Seller hereunder
shall fail to -conform to the quality specifications set forth
above, Buyer may refuse to accept further deliveries of any gas
hereunder, provided, however, that, prior to such refusal to
accept further deliveries, Buyer has notified Seller in writing
of such nonconformity and Seller has failed to correct such non-
conformity within ten (10) days after receipt of such notice.
ARTICLE VI
Heating Value
Section 6.1. The gross heating value as determined by
Seller or Seller's designee shall be corrected from the condi-
tions of testing and analysis to that of the actual condition
of the gas as delivered, expressed in BTUs per cubic foot and
reported at a pressure base of 14.65 psia at 600 Fahrenheit on a
dry basis when the gas as delivered contains seven (7) pounds of
water or less per one million cubic feet.
ARTICLE VII
Right to Commingle
t
Section 7.1. Buyer agrees that, during the time that gas
being transported hereunder is in the possession of Seller or
Seller's designee, Seller or its designee shall have the right to
commingle such gas with other gas in its system and to redeliver
molecules of gas to the Delivery Point(s) different from those
actually sold to Buyer hereunder at the Sales Point.
ARTICLE VIII
Interruptibility of Gas Sales
Section 6.1. Buyer acknowledges and agrees that all sales
of gas under this Agreement may be subject to curtailment or
interruption when necessary to protect the health and safety of
Seller's customers or to maintain service to Seller's higher
priority customers, and that, in the event of such a curtailment
or interruption, such curtailment or interruption shall not be
the basis for any claim for damages sustained by Buyer.
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Section 8.2. In the event a curtailment or interruption of
delivery shall become necessary or advisable, Seller shall, as
soon as possible prior to the actual curtailment or interruption,
notify Buyer by telephone, telegraph, or other means, of the
nature, extent, and probable duration of such curtailment or
interruption. Buyer shall resume the taking of gas within a
reasonable length of time following notification by Seller that
gas is again available.
ARTICLE IX
Ownership and Control
Section 9.1. Seller hereby warrants that (i) it has good
title to all gas sold hereunder to Buyer at the Sales Point,
(ii) it has the right to sell such gas, and (iii) all such gas is
free from any and all liens, encumbrances, and adverse claims.
Seller agrees to hold Buyer harmless from and against any adverse
claims asserted with respect to any gas delivered hereunder.
Section 9.2. Title to the gas shall pass from Seller to
Buyer, upon the delivery thereof, at the Sales Point.
Section 9.3. As between the parties hereto solely and not-
withstanding the fact that title to the gas shall have passed to
Buyer at the Sales Point, Seller shall be in exclusive control
and possession of the gas deliverable hereunder at all times
prior to the delivery thereof to or for the account of Buyer at
the Delivery Point(s) and shall be responsible for any damages,
losses, or injuries caused thereby or by Seller's handling or
delivery thereof (except to the extent such damages, losses, or
injuries shall have been caus6d by the act or omission of Buyer),
after which delivery Buyer shall be in exclusive control and
possession thereof and responsible for any damages, losses, or
injuries caused thereby or by Buyer's handling or receipt thereof
(except to the extent such damages, losses, or injuries shall
have been caused by the act or omission of Seller). Each of the
parties hereto agrees to indemnify, defend, and hold harmless the
other party from and against any and all claims, liabilities,
damages, losses, costs, and expenses (including attorney's fees)
incurred by the indemnified party arising from or relating to any
damages, losses, or injuries for which the indemnifying party is
responsible pursuant to the foregoing sentence.
ARTICLE X
Governmental Regulations
Section 10.1. This Agreement is subject to (i) all appli-
cable and valid statutes, rules, regulations, and orders of any
federal, state, or local governmental authority having jurisdic-
tion over either of the parties, their facilities, or the subject
matter of this Agreement and (ii) the provisions of the appli-
cable franchises, if any, under which Seller operates. Seller
and Buyer agree to obtain, if possible, any necessary authority
to effectuate the purchase and sale of gas hereunder in the event
this Agreement or the purchase and sale of gas hereunder for any
reason becomes subject to the jurisdiction of any governmental
authority that, as of the date hereof, does not have such juris-
diction.
Section 10.2. Buyer hereby warrants and represents to
Seller that none of the gas purchased or transported hereunder
will be resold, transported, used, or consumed in any state other
than the State of Texas in such a manner or under any circum-
stances that would cause the gas covered hereunder, Seller, or
Seller's or its designee's facilities used for the sale or
transportation of such gas to become subject to the jurisdiction
and regulations of the Federal Energy Regulatory Commission or
any successor body having jurisdiction. Buyer recognizes and
acknowledges that Seller entered into this Agreement in reliance
upon such warranty and representation and that Seller would have
been unwilling to enter into this Agreement in the absence of
such warranty and representation. Consequently, Buyer agrees
that it will not voluntarily commit the gas purchased hereunder
to interstate commerce as that term is defined in the Natural Gas
Act, 15 U.S.C.A. §§ 717 et seq., but would do so only under
compulsion of governmental authority, and Buyer further agrees
that, in the event Seller becomes, or believes, in its sole
judgment, that it may become, subject to the jurisdiction of the
Federal Energy Regulatory Commission or any successor body as a
result of the performance of its obligations to transport Buyer's
gas hereunder, Seller may terminate this Agreement immediately
and without prior notice to Buyer.
ARTICLE XI
Buyer's Financial Responsibility
Section 11.1. Seller may terminate this Agreement immedi-
ately upon the institution by or against Buyer of any proceedings
in bankruptcy or under any insolvency law.
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ARTICLE XII
Force Majeure
Section 12.1. In the event that either Seller or Buyer is
rendered unable, wholly or in part, by reason of an event of
force majeure, to perform its obligations under this Agreement,
other than to make payment due hereunder, and such party has
given notice and full particulars of such force majeure in
writing to the other party as soon as possible after the occur-
rence of the cause relied on, then the obligations of the
parties, insofar as they are affected by such force majeure,
shall be suspended during the continuance of such inability, but
for no longer period, and such cause shall, insofar as possible,
be remedied with all reasonable dispatch, provided, however, that
the settlement of strikes or lock -outs shall be entirely within
the discretion of the party having such difficulty, and the above
requirement that any force majeure be remedied with all reason-
able dispatch shall not require the settlement of strikes or
lock -outs by acceding to the demands of the opposing party when
such course is inadvisable in the discretion of the party having
the difficulty.
Section 12.2. The term "force majeure" as used in this
Agreement shall mean any cause not reasonably within the control
of the party claiming suspension and includes, but is not limited
to, acts of God, strikes, lock -outs, wars, riots, orders or
decrees of any lawfully constituted federal, state, or local
body, fires, storms, floods, wash -outs, explosions, breakage or
accident to machinery or lines of pipe, inability to obtain or
delay in obtaining rights -of -way, material, supplies, or labor
permits, temporary failure of gas supply, or necessary repair,
maintenance, or replacement of facilities used in the performance
of the obligations contained in this Agreement.
ARTICLE XIII
Access to Records and Equipment
Section 13.1. Each party hereto shall have the right at all
reasonable times, upon seventy-two (72) hours prior written
notice, to examine the books and records of the other party to
the extent necessary to verify the accuracy of any statement,
charge, computation, or demand made under or pursuant to this
Agreement.
MM
ARTICLE XIV
Remedies Upon Material Default
Section 14.1. If either party hereto shall fail to perform
any material covenant or obligation imposed upon it under this
Agreement, then in such event the non -defaulting party may, at
its option, terminate this Agreement upon acting in accordance
with the procedures hereafter set forth in this Section. The
non -defaulting party shall cause a written notice to be served on
the defaulting party, which notice shall state specifically the
cause of terminating this Agreement and shall declare it to be
the intention of the non -defaulting party to terminate this Agree-
ment if the default is not cured. The defaulting party shall
have thirty (30) days after receipt of the aforesaid notice in
which to remedy or remove the cause or causes stated in the termi-
nation notice, and, if within such thirty -day period, the default-
ing party does so remedy or remove said cause or causes and fully
indemnifies the non -defaulting party for any and all consequences
of such breach, then such termination notice shall be withdrawn
and this Agreement shall continue in full force and effect. In
the event that the defaulting party fails to remedy or remove the
cause or causes or to indemnify the non -defaulting party for any
and all consequences of such breach within such thirty -day
period, this Agreement shall be terminated and of no further
force or effect from and after the expiration of such thirty -day
period.
Section 14.2. Any termination of this Agreement pursuant to
the provisions of this Article shall be (i) without prejudice to
the rights of Seller to collect any amounts then due Seller for
gas delivered prior to the time of termination, (ii) without pre-
judice to the rights of Buyer to receive any gas for which it has
paid but not received prior to the time of termination, and (iii)
without waiver of any other remedy to which the non -defaulting
party may be entitled.
Section 14.3. The procedures for termination of this Agree-
ment set forth in Section 14.1 above are not applicable to immedi-
ate terminations hereof by Seller made in accordance with
Sections 10.2, 11.1, or 11.2 of this Agreement.
ARTICLE XV
Miscellaneous
Section 15.1. This Agreement shall be governed by and con-
strued in accordance with the laws of the State of Texas, except
to the extent that any law, rule, or regulation of the federal
government of the United States of America may be applicable, in
which case such federal law, rule, or regulation shall govern or
control.
Section 15.2. This Agreement may not be modified or amended
except by the written agreement of the parties hereto.
Section 15.3. No waiver by either party hereto of any
default of the other party under this Agreement shall operate as,
or be deemed to be, a waiver of any other or subsequent default,
whether of a like or different nature.
Section 15.4. Each provision of this Agreement is intended
to be several. If any term or provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
Section 15.5. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns and is
intended solely for the benefit of Seller and Buyer and their
respective successors and assigns and not for the benefit of any
other person or entity not a party hereto.
Section 15.6. This Agreement constitutes the entire agree-
ment between the parties hereto with respect to the subject mat-
ter hereof and supersedes all prior agreements and understand-
ings, oral and written, between the parties hereto with respect
to the subject matter hereof.
Section 15.7. The descriptive headings of the provisions of
this Agreement are formulated and used for convenience only and
shall not be deemed to affect the meaning or construction of any
of such provisions.
[END OF GENERAL TERMS AND CONDITIONS]
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