GRAND RIVER DAM AUTHORITY COAL FIRED COMPLEX Request for Proposal Natural Gas Services Contract 39496 October 2012
Exhibit A REQUEST FOR PROPOSALS GRDA NATURAL GAS PURCHASE CONTRACT 39496 GENERAL DESCRIPTION The Grand River Dam Authority, hereinafter referred to as GRDA, is requesting proposals to supply natural gas for the GRDA Coal Fired Complex located near Chouteau, Oklahoma. These specifications are intended to result in selecting a natural gas supplier (hereinafter referred to as Seller ), to supply up to 500,000 MMBtu s of natural gas per calendar year. The Seller must be an established large scale natural gas supplier in the State of Oklahoma. Bidders are requested to submit pricing options available to GRDA, including completion of the attached Natural Gas Price Quotation for Contract 39496. GRDA reserves the right to reject any and all proposals. All costs incurred by the Bidders for proposal preparation and participation in this competitive procurement will be the sole responsibility of the Bidders. The GRDA will not reimburse any Bidders for any such costs. GRDA reserves the right to withdraw the RFP at any time during the procurement process. Issuance of this RFP in no way obligates the GRDA to award or issue a contract or to pay any costs incurred by any Bidders as a result of such a withdrawal.. SUBMISSION The sealed proposal must be received by October 31, 2012 at 2:00 p.m. Central Time. Proposals must be sent to: Nita Wade Superintendent of Purchasing Grand River Dam Authority 226 West Dwain Willis Ave Vinita, OK 74301-0409 All questions and correspondence should be directed to Nita Wade, Purchasing Superintendent in
Exhibit A writing by sending an e-mail to nwade@grda.com by no later than October 22, 2012. All responses will be made in writing via e-mail to all bidders. Contact with GRDA personnel other than Ms. Wade regarding this RFP may be grounds for elimination from the selection process. There will be no public opening for this RFP. After award of a final contract all proposals will be available for public view. PROPOSED FORM OF CONTRACT GRDA is including a Pro Forma Contract, which will be the basis for the final Contract to be entered into between GRDA and the bidder selected by GRDA. This Form contains all of the legal and commercial obligations and responsibilities of the parties including, among other things, the scope of purchase, payment procedure, and appropriate terms and conditions of the Contract. PROPOSAL REQUIREMENTS The proposal must provide sufficient detail for GRDA to perform a complete bid evaluation. The bidder shall comply will all requirements in the specification. The bidder must specify any exceptions it desires to make to GRDA s Pro Forma Contact providing reasons for the exception and furnishing alternative language if applicable. Bidder is hereby advised that proposed exceptions to GRDA s Pro Forma Contract may result in bidder s proposal being rejected by GRDA as non-responsive. GRDA shall consider bidder s proposal as incomplete if the bidder submits another form of contract in lieu of GRDA s form. Bid proposals shall become the property of the GRDA.
Exhibit A SELLER QUALIFICATIONS The Seller must fully demonstrate in their proposal that Seller is an established large scale natural gas supplier in the State of Oklahoma, with the assets necessary to reliably supply natural gas to GRDA. DETAILED REQUIREMENTS FOR PROPOSALS All proposals must include the following information and responsive material: 1. Present a full demonstration of Seller s financial and technical ability to perform specified natural gas delivery to GRDA. 2. Complete and submit the NATURAL GAS PRICE QUOTATION FOR CONTRACT 39496. 3. Complete all other forms herein: a. Non collusion affidavit b. Subcontractor statement & Exception statement 4. Proposals must be delivered to GRDA by the specified bid closing time. Fax or email submittals cannot be accepted.
Exhibit A NATURAL GAS PRICE QUOTATION FOR CONTRACT 39496 VOLUME: Variable and interruptible. Up to 500,000 MMBtu s per year: where MMBtu means one million British Thermal Units Energy Content. DELIVERY: From Seller s delivery point on ONG to GRDA via the ONG Pipeline Capacity Agreement. SERVICES: Seller shall manage GRDA s account, including nominations and balancing. Quotation, $ /MMBtu, all inclusive fee to be added to the index price described in Article Five of GRDA Natural Gas Purchase Contract 39496. Signature of Seller s Authorized Representative or Officer: Date:
Attachment A AFFIDAVIT OF NON-COLLUSION FOR PROCUREMENT OF CONTRACT (Attached to and a Part of the Contract) STATE OF ) ) ss COUNTY OF ), of lawful age, being first duly sworn, on oath says that (s)he is the agent authorized by, to execute the contract of which this affidavit is a part. Affiant further states that the Consultant has not paid, given or donated or agreed to pay, give or donate to any officer or employee of the GRAND RIVER DAM AUTHORITY, any money or other thing of value, either directly or indirectly, in the procuring of this contract. (Agent Authorized by Consultant) (Complete Legal Name of Consultant) Subscribed and sworn to before me this day of, 201. (Notary Public) My Commission Expires: (Date) Commission No.:
SUBCONTRACTORS In case this proposal is accepted by GRDA, the following subcontractors will be used (if no work will be subcontracted, state NONE ): Subcontractor identification is for information only and award of Contract does not constitute approval of identified subcontractors nor relieve the Bidder of the responsibility for providing qualified subcontractors. If any other subcontractors are used, Contractor must obtain GRDA advanced approval in writing. Work Subcontracted Firm Name and Address EXCEPTION STATEMENT This part of the proposal must be completed even if no exceptions are stated. EXCEPTIONS (Attach additional pages if required. If no exceptions, state NONE.) THE OKLAHOMA SUPREME COURT HAS PROHIBITED THE INCLUSION OF CLAUSES IN ANY GRDA CONTRACT WHICH INDEMNIFIES THE CONTRACTOR. BIDS CONTAINING EXCEPTIONS RELATED TO INDEMNITY CLAUSES MAY BE REJECTED AS NON-RESPONSIVE. SEE, IN REGARD: APPLICATION OF GRAND RIVER DAM AUTHORITY, NO. 106,900, IN THE SUPREME COURT OF THE STATE OF OKLAHOMA.
PRO FORMA CONTRACT GRDA NATURAL GAS PURCHASE CONTRACT 39496 BY AND BETWEEN GRAND RIVER DAM AUTHORITY AND INSERT SELLER NAME THIS GRDA NATURAL GAS PURCHASE CONTRACT 39496 ( Contract ), is made and entered into as of INSERT DATE, 2012 by and between the Grand River Dam Authority ( GRDA ) with its principal place of business at 226 West Dwain Willis Avenue, Vinita, Oklahoma 74301 and INSERT SELLER NAME ( Seller ) with its principal place of business at INSERT SELLER ADDRESS. WHEREAS, GRDA desires to purchase and Seller desires to sell natural gas on the terms set forth hereinafter for use in the GRDA s Coal Fired Complex located near Chouteau, Oklahoma; NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties set forth herein, GRDA and Seller agree now as follows: ARTICLE ONE TERM The term of this Contract shall begin on December 1, 2012 and shall continue until 11:59 on November 30, 2015. This Contract shall automatically be renewed yearto-year thereafter, for up to five (5) one-year renewal increments, unless either Seller or 1
Buyer notifies the other in writing at least thirty (30) days prior to the expiration of the stated term of the then current applicable period that the Contract shall not be renewed. ARTICLE TWO QUANTITY REQUIREMENTS The natural gas quantity requirements for the GRDA Coal Fired Complex are intermittent and variable. The natural gas is used for start-up and flame stabilization of two coal fired boilers. Attached to this Contract as Exhibit C is the monthly natural gas usage for the historical period 2006 through year 2011, and a similar degree of variability can be expected during the term of this purchase contract. Seller shall sell and deliver and GRDA shall accept and pay for 100% of the natural gas required for GRDA s Coal Fired Complex during the term of this Contract. The annual amount required shall not exceed 500,000 MMBtu in any Contract Year, unless otherwise mutually agreed in writing. On or before the twentieth (20 th ) day of each calendar month during the term of this Contract, GRDA shall notify Seller, orally or in writing, of the average daily volume which GRDA expects to take at the point of delivery hereunder during the following month. In the event that GRDA fails to so notify Seller, Seller will presume that GRDA will take the same average daily volume which it took during the previous month of the same month the previous year. 2
ARTICLE THREE QUALITY REQUIREMENTS All natural gas delivered by Seller shall at all times meet the quality and heat content requirements of GRDA s receiving transporter, Oklahoma Natural Gas Company, hereinafter referred to as ONG. Measurement of natural gas quantities hereunder shall be in accordance with the established procedures of ONG. The natural gas supplied shall be primarily methane, along with other hydrocarbon gases, with an overall approximate energy content of 1000 Btu per standard cubic foot. The natural gas delivered shall be made at a pressure satisfactory to ONG. ARTICLE FOUR DELIVERY POINT GRDA shall take delivery of gas hereunder at the Oklahoma Natural Gas Station Number 85-651; 4 Miles East on Highway 412 and 1 ½ miles North on Highway 412B; Chouteau, Oklahoma, 74337. Seller shall deliver all natural gas to the ONG pipeline system at an intrastate delivery point acceptable to ONG. Seller understands that GRDA has an existing Pipeline Capacity Lease Agreement with ONG under which ONG will transport the gas purchased hereunder to GRDA s Coal Fired Complex. 3
ARTICLE FIVE PRICE The price of natural gas purchased and sold hereunder shall be as follows: For all gas delivered by Seller the price Buyer shall pay Seller shall be calculated by adding $ /MMBtu to the index price of Inside FERC s Gas Market Report first of the month index posting for Oneok Gas Transportation LLC, Oklahoma. In the event the referenced index price posting for Oneok Gas Transportation LLC, Oklahoma is not published for any delivery month, the average of the available index price postings of ANR Pipeline Co., Oklahoma; Natural Gas Pipeline Co. of America, Midcontinent Zone; and Panhandle Eastern Pipe Line Co., Texas, Oklahoma (mainline) shall be used as a substitute index price. Buyer provides Seller an estimate of volume for each production month ( nomination ). In order to keep the transporting pipeline imbalance in tolerance based on Buyer s nomination, Seller has the option to price any over (or under) delivered gas based on the first of the month nomination at the market rate as of the date of over (or under) delivery plus (or minus) $ /MMBtu. Ten (10) business days prior to the start of a production month, Buyer may send a written request to substitute the Platts - Gas Daily average monthly price for Oneok, Okla. for the Inside FERC s Gas Market Report first of the month index posting for Oneok Gas Transportation LLC, Oklahoma for that following production month. At any time during the Contract, Buyer shall have the option to fix a price for a quantity of gas at a price and for a term which is mutually agreeable. A change to the price shall be confirmed in writing by both Seller and Buyer. 4
Seller understands that GRDA has this existing Pipeline Capacity Lease Agreement with ONG under which ONG will transport the gas purchased hereunder to GRDA s Coal Fired Complex. Changes made by ONG under such agreement shall be for the account of GRDA. GRDA shall pay the transportation charges directly to ONG. ARTICLE SIX INCORPORATION OF GRDA s REQUEST FOR PROPOSAL AND SELLER S BID PROPOSAL It is expressly understood and agreed that GRDA s Request For Proposal, and any modifications thereto, as well as Seller s Bid Proposal, and any modifications thereto, are automatically incorporated by reference, and Seller agrees to be bound by the language contained therein. A copy of GRDA s Request For Proposal, including all modifications shall be marked Exhibit A, attached hereto, and made a part hereof. Likewise, a copy of Seller s Bid Proposal, including all modifications, shall be marked Exhibit B, attached hereto, and made a part hereof. In the event of inconsistency or conflict between anything contained with the provisions of this Contract, including GRDA s Request For Proposal, and the provisions contained within Seller s Bid Proposal, the provisions of this Contract and GRDA s Request For Proposal shall take precedent and supersede any inconsistent or conflicting language contained with Seller s Bid Proposal. 5
ARTICLE SEVEN INVOICING AND PAYMENT On or before the fifteenth day of each calendar month, Seller will invoice GRDA for quantities delivered during the preceding month based upon the delivered quantity for such month as measured by GRDA s receiving transporter (ONG). Any adjustments for differences between the invoiced quantities and actual deliveries will be made as a specific entry on the invoice for the quantities delivered during the following month. GRDA shall make payment to Seller within fifteen (15) days after receipt of any invoice for which payment is due hereunder. ARTICLE EIGHT GUARANTEE In the event Seller is unable to deliver One Hundred Percent (100%) of the required volumes of natural gas and GRDA is assessed any reasonable penalties from ONG as a direct result of Seller s inability to deliver, then Seller shall promptly reimburse Buyer any and all said costs. ARTICLE NINE TITLE Title to all natural gas hereunder shall pass from Seller to GRDA at the agreed to point of delivery. Seller shall provide transportation service and assume sole responsibility for the delivery of GRDA s gas to the point of delivery. Seller hereby indemnifies and holds GRDA harmless from and against all costs, liabilities, damages 6
and claims, including without limitation, injury to persons or property, arising from any occurrence taking place at the time that the title to the natural gas passes from Seller to GRDA. Seller expressly warrants its title to and right to sell the gas to be delivered hereunder free and clear of all liens and Seller will hold GRDA harmless against adverse claims of any type of nature thereon. ARTICLE TEN NOTICES All notices required or permitted by this Contract shall be delivered by United States mail, postage prepaid, addressed as follows: Buyer: Attn: Charles J. Barney, P.E. Assistant General Manager Grand River Dam Authority P.O. Box 609 Chouteau, Oklahoma 74337-0609 Phone: (918) 824-1074 Fax: (918) 825-7791 Seller: INSERT SELLER CONTACT INFORMATION 7
ARTICLE ELEVEN RESALE RIGHTS Natural gas purchased under this contract is for use at the GRDA Coal Fired Complex. GRDA shall not have the right to resell natural gas purchased under this contract to third parties, unless otherwise mutually agreed in writing. ARTICLE TWELVE RECORDS AND AUDIT RIGHTS GRDA and Seller shall keep accurate records, books of account, and supporting data, all in conformity with generally accepted accounting principles, as are required or advisable for the appropriate administration of this Contract. GRDA and Seller shall each have the right at all reasonable times, upon written notice to the other, to examine the records pertaining to this Contract kept by the other party relative to the natural gas delivered hereunder for two years after delivery. At GRDA s request, Seller shall permit GRDA s in-house audit staff or a mutually acceptable, independent third party certified public accounting firm to examine Seller s relevant books and records. In the event an error or inaccuracies are found, any retroactive adjustments shall be paid in full by the party owing payment within 30 days of written notice and substantiation of the error or inaccuracy. 8
ARTICLE THIRTEEN FORCE MAJEURE The term force majeure as used herein shall mean an act of God, lightning, storm, fire, flood, slide, explosion, accident, unusual casualty, strike, lockout, labor dispute (including but not limited to (a) slow-down or (b) closure of all or part of Seller s natural gas system or GRDA s Coal Fired Complex because of alleged imminent danger), or other industrial disturbance or labor trouble, sabotage, riot, terrorist activities, insurrection, act of the public enemy, war, breakdowns or damage to plants, mines, equipment or facilities (including emergency outages of equipment or facilities for the purposes of making repairs to avoid breakdown thereof or damage thereto), breakdown or damage to transportation equipment, embargo, blockade, orders or acts of military or civil authority (executive, judicial, or legislative), including, without limitation, any regulation, direction, order, or request (whether valid or invalid) made by any civil authority or person acting therefore, which is compiled with in good faith, or any other cause, whether or not of the same class or kind specifically enumerated above and whether or not foreseen or foreseeable, which is not reasonably within the control of the party claiming the suspension of obligations. If either party fails, or is delayed, wholly or in part, in carrying out any of its obligations under this Contract due to force majeure, and if such party gives the other party hereto written notice thereof within seven (7) days of the beginning of the event of force majeure, except as otherwise expressly provided herein, the obligations of the party giving such notice shall be suspended to the extent made necessary during the continuance of such force majeure or its effects; and the party shall incur no liability by 9
reason of its failure to perform the obligations so suspended; provided, however, that the disabling effects of such force majeure shall be eliminated by the affected party as soon as and to the extent reasonably possible. ARTICLE FOURTEEN GOVERNING LAW This Contract shall be governed in all respects by the law of the State of Oklahoma and it is agreed that venue of any litigation brought by either party shall be in Craig County, Oklahoma. ARTICLE FIFTEEN ENTIRE CONTRACT This Contract is the final and complete contract of the parties with respect to its subject matter. This Contract supersedes all prior communications of the parties with respect to its subject matter. The parties may amend this Contract only by signing a written amendment. ARTICLE SIXTEEN NON-WAIVER The failure of either party to enforce the provisions of this Contract in strict accordance with the terms of the Contract shall not constitute a waiver or modification of any rights created by the Contract and shall not compromise in any way the ability of said party to insist on strict performance with the terms of this Contract thereafter. 10
ARTICLE SEVENTEEN INDEMNIFICATION GRDA shall not be liable for and Seller agrees to indemnify and hold GRDA harmless against any and all losses, expenses, claims, or causes of action of every kind and character on account of damage to and/or loss of any property or on account of injury to or death or any person or persons directly or indirectly resulting from or arising out of the acquisition and delivery of natural gas by Seller. Seller shall defend each claim asserted and suit brought involving any matter as to which GRDA is to be indemnified hereunder and shall pay all costs, expenses and attorneys fees incidental thereto and all judgements resulting therefrom; and GRDA shall have the right, at its option, to participate in the defense of each suit or proceeding without relieving Seller of any obligations hereunder. ARTICLE EIGHTEEN TAXES AND ROYALTIES Seller shall pay all taxes at the wellhead, royalties, overriding royalties, and all other payments and settlements of whatsoever kind and nature due in respect to all gas delivered hereunder. GRDA warrants it is exempt from paying any and all taxes. 11
ARTICLE NINETEEN CONFIDENTIALITY Terms and conditions of this Contract shall be confidential between the parties and shall not be disclosed to any third party, except as may be required by a court of law. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their respective, duly-authorized representatives as of the date and year first above written. WITNESS GRAND RIVER DAM AUTHORITY By: By: Daniel S. Sullivan Its: Its General Manager/CEO Date: WITNESS By: Its NAME OF CONTRACTOR By: Its Date: 12