2010-38•
RESOLUTION NO. 2010- 3.8
A RESOLUTION APPROVING AN ALTERNATE NATURAL GAS SERVICE
FOR SEVERAL VILLAGE OF BUFFALO GROVE ACCOUNTS
WHEREAS, the State of Illinois has provided for the deregulation of natural gas
providers which has resulted in an opportunity for savings on natural gas expenses; and,
WHEREAS, the Village desires to benefit from the cost savings which have been
made available as part of the State of Illinois' natural gas supply deregulation prograrn;
and,
WHEREAS, the Village of Buffalo Grove has evaluated bids received pursuant to
the Village Board's 9 /13/10 authorization to bid natural gas services;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE PRESIDENT
AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK
AND .LAKE COUNTIES, ILLINOIS, as follows:
Section 1. The attached agreement entitled "Exelon Energy Company Gas
Sales Agreement" related to Buffalo Grove account nos. 69 -26 -07 -0000, 52 -46 -07 -0000,
25 -17 -07 -0000, 68 -82 -17 -0000, 94 -92 -24 -0000, 26 -14 -74 -0000, 31 -47 -07 -0000,
3' )-99-44-0000 and 21 -17 -14 -0000 is hereby approved.
Section 2. The Village Manager is authorized and directed to execute the
agreement. A copy of said agreement is attached hereto and made a part hereof.
AYES: 5 — Braiman Berman Trilling Stone Sussman
NAYES: 0 — None
ABSENT: I — Glover
PASSED: November 1, 2010
APPROVEEI:): November 1, 2010
ATTEST:
Village Clerk
G:\PWDIRGRI" LlIONICOR\Res2010.doc
APPROVED:
Village President
NATURAL GAS
ILLINOIS
Exele., n,.
Exelon Energy Company Energy
Gas Sales Agreement
This Agreement is between Exelon Energy Company ( "Exelon Energy ") and Village of Buffalo Grove ( "Customer ")
and applies to facilities identified on Exhibit A and Exhibit B. The parties agree to the following:
1. Services Provided by Exelon Energy
Subject to the terms hereof, Exelon Energy will perform the following services:
• Sell on a firm basis 100% of Customer's natural gas requirements up to the Maximum Daily Contract Quantity ( "MDCQ ") for the
facilities specified on Exhibit A. Exelon Energy will make a reasonable effort to provide quantities requested in excess of the MDCQ.
• Make all necessary arrangements on behalf of Customer for delivery of 100% of Customer's natural gas requirements to the facilities
identified on Exhibit A.
2. Customer Obligations
Customer shall have the following obligations:
• Purchase from Exelon Energy on a firm basis 100% of the natural gas requirements of Customer's facilities identified on Exhibit A for
the Initial and all subsequent Renewal Terms, not to exceed the MDCQ.
• Install and maintain telecommunication equipment as required by Customer's LDC.
• Promptly notify Exelon Energy of any circumstances that may cause monthly usage to vary by more than ten percent (10 %) or daily
usage by more than twenty five percent (25 %) at Customer's facility(ies).
3. Price
The price for the gas sold hereunder and other charges shall be as provided on Exhibit B.
4. Billing
As a service to Customer, Exelon Energy shall receive Customer's LDC gas bill and pay it on Customer's behalf subject to reimbursement
hereunder. In addition, Customer shall reimburse Exelon Energy for all fees charged directly to Exelon Energy in connection with Exelon
Energy's administration of Customer's LDC account including, but not limited to, pooling and Electronic Bulletin Board ( "EBB ") fees;
provided, however, in the event Customer elects to administer its LDC account, upon receipt of the monthly LDC invoice or any adjusted
invoice, Customer shall immediately send Exelon Energy a copy of such invoice by facsimile. Exelon Energy shall provide a consolidated
bill incorporating (a) gas supply costs, (b) LDC charges, and (c) applicable taxes for the preceding billing period. If Exelon Energy does not
receive billing information from the LDC on a timely basis, Exelon Energy shall provide an estimate of LDC charges in its monthly bill and
make any necessary adjustments in the following month's bill.
5. Payment
Customer will pay Exelon Energy's pursuant to the Illinois Local Government Prompt Payment Act (50 ILCS 50511 et seq.).
6. Term
This Agreement shall become effective on April 1, 2011 subject to credit approval by Exelon Energy ( "Effective Date "). The Initial Term of
this Agreement shall be 12 months. UPON EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT SHALL RENEW FOR A PERIOD
EQUAL TO THE INITIAL TERM ( "RENEWAL TERM ") AND AT THE END OF EACH RENEWAL TERM SHALL CONTINUE TO RENEW
FOR THE SAME PERIOD SUBJECT TO THE RIGHT OF EITHER PARTY TO TERMINATE THE AGREEMENT UPON WRITTEN NOTICE
OF NOT LESS THAN THIRTY (30) DAYS, BUT NOT MORE THAN SIXTY (60) DAYS, PRIOR TO THE END OF THE INITIAL TERM OR
ANY SUCCEEDING TERM; PROVIDED THAT, NOTWITHSTANDING ANY SUCH NOTICE, THIS AGREEMENT SHALL CONTINUE IN
FULL FORCE AND EFFECT FOR AS LONG AS THE PRICING PERIOD SET FORTH ON ANY THEN EFFECTIVE EXHIBIT B IS IN
EFFECT. Should Customer's creditworthiness or financial responsibility become unsatisfactory to Exelon Energy at any time, Exelon
Energy may suspend further deliveries upon twenty (20) days notice until Customer provides security satisfactory to Exelon Energy. Exelon
Energy reserves the right, at its sole discretion, to terminate this Agreement (including any then effective Exhibit B) at any time, without prior
notice, if Customer does not comply with the terms of this Agreement or make timely payments hereunder.
7. Force Maieure
Neither Party shall be considered to be in default in the performance of its obligations under this Agreement (except for the obligation to pay
money), if its failure to perform or delay in performing was caused by or results, directly or indirectly, from Force Majeure.
"Force Majeure" means causes beyond the reasonable control of the Party claiming Force Majeure that delay or prevent that Party from
performing its obligations. For purposes of this Agreement, Force Majeure shall include, without limitation: declaration by the Local
Distribution Company or transmission provider; flood; earthquake; storm; drought; fire; pestilence; lightning; other natural catastrophes;
epidemic; war; riot; civil disturbance or disobedience; strike; labor dispute; labor or material shortage; sabotage; government priorities;
restraint by court order; and action or non - action by, or inability to obtain necessary authorizations or approvals from, any government
agency or authority; provided, however, that a general change in market conditions shall not in and of itself constitute Force Majeure. Any
Force Majeure declared under the tariff of a transmission or distribution provider shall constitute Force Majeure for purposes of this
Agreement. A Party that is delayed in performing or rendered unable to fulfill any of its obligations under this Agreement by Force Majeure
shall notify the other Party in writing as soon as possible and shall exercise due diligence to attempt to remove such inability with all
reasonable dispatch. Nothing contained in this section shall be construed so-as h tequife 7 patty to settle abor dispute in
which it may be involved. I
VILLAGE OF ��Q CjRQVE
6.
For internal use only: EE-# /Ex N_ EE- Sales
Page I of 4' E r I` 14 ?011
PWAQMIN
Rev. 10/28/09
NATURAL GAS
➢ LLINOIS
Exe[vgin_
Energy
8. Adequate Assurance
If Exelon Energy determines that Customer's creditworthiness becomes unsatisfactory, Exelon Energy may request adequate assurance of
performance from Customer ( "Adequate Assurance "). Adequate Assurance may consist of cash prepayment, letter of Credit or parental
guaranty satisfactory to Exelon Energy. Such Adequate Assurance must be delivered to Exelon Energy within five (5) business days of
request. Additionally, Exelon Energy may suspend deliveries under this Agreement upon twenty (20) days notice until Customer provides
security for future deliveries satisfactory to Exelon Energy.
3. Early Termination
Customer recognizes that Exelon Energy must purchase financial hedging instruments and /or physical gas supplies necessary to sell
Customer gas at NYMEX Basis or Fixed Prices under this Agreement. Customer will be responsible for and pay Exelon Energy for any
losses related to the liquidation of these financial or physical supply purchase obligations ( "Hedging Losses ") resulting from Customer's early
termination hereunder. Exelon Energy shall have the right to recover Hedging Losses from Customer for any form of early termination
including, but not limited to, Customer initiated switching, LDC account cancellation, and noncompliance with payment provisions of this
Agreement. The right of the Customer to terminate a renewal term pursuant to Paragraph 6 hereof is not to be considered "early
termination."
10. Intentionally Omitted.
11. Event Of Default
Upon the occurrence of an Event of Default (as defined below) and at any time thereafter so long as such Event of Default continues, the
non - defaulting Party may by written notice to the defaulting Party declare this Agreement to be in default. Except with respect to a payment
default, the defaulting Party must remedy such Event of Default within thirty (30) calendar days after receiving notice from the non - defaulting
Party, or if such cure cannot be completed within thirty (30) days, commence and diligently pursue such cure, and cure such breach within a
reasonable time. If the defaulting Party fails to cure its default within the applicable cure period, the non - defaulting Party may upon five (5)
days written notice thereafter terminate this Agreement and exercise, at its election, any rights or remedies it may have under this
Agreement, or as provided under law (unless otherwise limited by this Agreement).
An Event of Default shall mean the occurrence of any of the following: (a) the failure to make, when due, any payment required pursuant to
this Agreement if such failure is not remedied within three (3) business days after written notice; (b) any representation or warranty made by
Customer herein is false or misleading in any material respect when made or when deemed made or repeated; (c) the failure to perform any
material covenant or obligation set forth in this Agreement if such failure is not remedied within three (3) days; (d) a party becomes bankrupt;
(e) the failure of Customer to satisfy the creditworthiness requirements of Exelon Energy; (f) a party consolidates or merges into or transfers
all or substantially all of its assets to another entity and that the resulting entity fails to assume all obligations of such party under this
Agreement; or (g) a party fails to provide Adequate Assurance of performance as required.
12. Intentionally Omitted
13. Assignment
Neither party shall assign nor amend this Agreement without the prior consent of the other party, which consent shall not be unreasonably
withheld or delayed. This Agreement may be assigned at any time by Exelon and Customer with the prior written consent of the other party,
which consent shall not be unreasonably withheld.
14. Confidentiality
Customer agrees not to disclose any terms of this Agreement to any third -party except as necessary for Customer to perform its obligations
herein or to comply with any applicable law, order, regulation or rule. Customer may disclose this Agreement internally to its lenders, legal
counsel, accountants or auditors who are subject to a binding obligation to treat this Agreement in a confidential nature. In the event
Customer is required to disclose any information regarding this Agreement, Customer shall promptly notify Exelon Energy of such request
so that Exelon Energy may seek an appropriate protective order or other relief. If required by existing law, Exelon Energy shall file this
Agreement with any regulatory body having jurisdiction over the Parties to this Agreement.
15. Indemnification and Limitation of Liability
Exelon Energy shall indemnify and hold Customer harmless for all penalties imposed by Customer's LDC which are caused by Exelon
Energy's failure to perform under the terms of this Agreement. Exelon Energy shall not indemnify Customer in the event (i) Customer does
not comply with the terms of this Agreement or (ii) there is an interruption or cessation of deliveries of gas, resulting from equipment failure,
mechanical difficulties, or acts of God.
Customer shall indemnify Exelon Energy for any , damages (including damage to property, personal injury or death), and costs, which result
from Customer's negligence..
NEITHER EXELON ENERGY NOR CUSTOMER SHALL BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS ARISING OUT OF OR RELATING TO ANY ACTION OR FAILURE TO
ACT UNDER THIS AGREEMENT WHETHER OR NOT ARISING FROM EITHER PARTY(S) NEGLIGENCE OR FAULT UNDER THIS
AGREEMENT
For internal use only: FEN /Ex N
EF, Sales Rep /Agent
Page 2 of 4
Rev. 10/28/09
r
NATURAL GAS
ILLINOIS
Exe I n-
E-nergy
16. Miscellaneous
This Agreement, including the Exhibit(s), constitutes the entire agreement of the parties for the sale and purchase of gas provided for herein
and it may be changed only by an agreement in writing. In the event of a conflict between this Agreement and the Exhibit(s), the Exhibit(s)
shall control. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Illinois without
regard to conflict of law principles. This Agreement shall not be construed against either party by reason of its preparation. Any waiver of
any terms of this Agreement shall not diminish the future enforceability of this Agreement.
17. Notices
Except as provided herein to the contrary, any notice, request, demand, statement, bill or payment provided for in this Agreement, or any
notice which a party may desire to give to the other, shall be in writing and shall be considered duly delivered when received if sent by
facsimile, telex, same or next day delivery service, or as of the third business day after the postmark date when mailed by ordinary mail to
the other party at the following address:
Exelon Energy Company Customer /Notices and Correspondence
Notices and Correspondence, Parcel Deliveries Village of Buffalo Grove
ATTN• Greg Boysen Public Works Director
Exelon Energy Company 50 Raupp Blvd.
300 Exelon Way Buffalo Grove, IL 600089 -2198
Kennett Square, PA 19348
Payments Billings and Statements (if different)
Exelon Energy Company
21425 Network Pl.
Chicago, IL 60673 -1214
18. Transfer of Title
Exelon shall have the exclusive right to select the point(s) at which title to gas sold hereunder shall pass to Customer, which point(s) shall be
outside of the State of Illinois.
19. Taxes
Customer is responsible for any and all taxes, fees, licenses, penalties or charges ( "Taxes ") imposed on or with respect to the gas at or after
the title transfer point(s), including any Taxes enacted after the Effective Date of this Agreement. In the event that Customer is exempt from
the payment of any Taxes, Customer shall provide evidence of such exemption to Exelon Energy.
20. Regulatory Provisions
If there are changes to any tariffs, rules, regulations or procedures of Customer's Local Distribution Company ( "LDC "), or of the pipelines
used by Exelon Energy to deliver natural gas that materially affect Exelon Energy's ability to perform this Agreement, then Exelon Energy
may terminate this Agreement (including any then effective Exhibit 6) upon thirty (30) days written notice.
21. Intentionally Omitted
22. Customer Consent and Agency Agreement
Exelon Energy is authorized for the term of this Agreement to act as exclusive agent for Customer for the transportation of natural gas to the
facilities identified on Exhibit A. As agent, Exelon Energy shall request, execute and administer such agreements as Exelon Energy deems
necessary for the acquisition and transportation of gas sold under this Agreement and to perform any other acts Exelon Energy believes
may be required as agent, including to receive customer account information, make all rate and tariff selections and make payments as
required by Customer's LDC. Customer hereby assigns to Exelon Energy all rights to inject gas into and withdraw gas from Customer's LDC
storage account. Exelon Energy shall have the exclusive right to select the point(s) at which title to gas sold hereunder shall pass to
Customer, which point(s) shall be outside of the state in which Customer consumes the gas.
For internal use only: EEN /Fx N
EE Sales Rep/
Page 3 of 4
Rev. 1 0/29/09
NATURAL GAS
ILLINOIS
6
Exe I ;zk..'. n-
Energy
This Agreement is effective pending final credit approval by Exelon Energy Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals as of the date written
below.
SELLER: E ELON ENERGY COMPANY
A
By:
Print Name: f ,� .T7 Q itiZC�
Title: t r-C�r— S ~a Ve-L
Date: '-4— 11-11
For internal use only: EEN /Ex N
CUSTOMS : VI AGE OF BUFFALO GROVE
Print Name: Dane C_ Bragg
Title: Village Manager
Date: 11/1/10
EE Sales Rep /Agent ___ _
Page 4 of 4
Rev. 10/28/09
NATURAL GAS Exelon Energy Company
Exhibit A — Facilities & Agency
Customer Name: Village of Buffalo Grove LDC: Nicor
(Only one LDC Der Exhibit A oaae)
Facility Name: Public Service Center
Facility Phone No: 847 - 459 -2547
Address 51 Raupp Ave.
Facility Name Village Hall
Facility Phone No. 847 - 459 -2547
Address50 Raupp Ave.
Facility Name Commercial Light
Facility Phone No. 847- 459 -2547
Address 1 Cambridge Ct.
Facility Contact: Gres Bovsen
Account No: 69 -26 -07 -0000
City Buffalo Grove State IL Zip 60089
Facility Contact Gres Bovsen
Account No: 52 -46 -07 -0000
City Buffalo Grove State ILZip 60089
Facility Contact Greg Bovsen
Account No 25 -17 -07 -0000
City Buffalo Grove State IL Zip 60089
Exelon -
Energy
Exelon Energy Company is authorized to act as exclusive agent for Customer for the delivery of natural gas
to the facilities listed above. Exelon Energy Company is authorized to receive customer account
information, make all rate and tariff selections, including execution of contracts, and to make payments as
required by Customer's local distribution company to provide natural gas service. Exelon Energy Company
is authorized to receive Customer's utility credit history for the purpose of credit evaluation.
Fax and or Photocopy is a Legally Binding Document
Please mail or fax to: Exelon Energy Company
10 s. Dearborn St.
Chicago, IL 60603
Fax: 610- 765 -7851
SELLER: EXELON ENERGY COMPANY CUSTOME . VIL E OF BUFFALO GROVE
Print Name: rku. i-(.cS ` ilk
Title: L)i YPGlr -- —&'X I
Date:
Print Name: Dane C. Braga
Title: Village Manager
Date 11/1/10
For internal use only: EE # /Ex # EE Sales Rep /Agent___ _ Rev. 3 02/03/06
NATUKAL GAS Exelo:
Page `lergy Company
ILLINOIS Exhibit B — Pricing
Customer Name: Village of Buffalo Grove
General Terms and Conditions of Exhibit B
•
Exe' `ki-
Energy
LDC: Nicor
This Exhibit is part of a Gas Sales Agreement ( "Gas Sales Agreement "). This Exhibit shall become effective on A ril 1,
2011 or for each Facility, upon that Facility's first utility billing cycle immediately thereafter, and shall continue through the
term of the Gas Sales Agreement (including any Renewal Term) unless superseded by a new Exhibit B to the Gas Sales
Agreement. This Exhibit B will supersede any previous Exhibit B with respect to all Facilities listed on Exhibit A unless
otherwise designated herein on the effective date shown above. MDCQ is the Customer's Maximum Daily Contract Quantity
as established by the local Distribution Company (LDC).
In the event Exelon Energy has not previously acquired Customer's gas in storage, Customer's storage balance existing in
inventory when the applicable storage information is received by Exelon Energy will be credited to the Customer on its initial
bill from Exelon Energy at the NGI Index (as defined below) applicable to the earlier of the month of first delivery or the first
full calendar month after the effective date of this Exhibit B. Upon termination of this Exhibit B, any existing inventory in
non- pooled storage accounts will be billed to the Customer at the applicable NGI Index.
Gas consumption in excess of the Customer's MDCQ delivered by Exelon Energy will be priced at the average of the
'Midpoint' price as reported in the Gas Daily publication under "Daily Price Survey ", Citygates, "Chicago -City- Gale ", plus
any applicable LDC penalties incurred by Exelon Energy, for volumes in excess ofthe MDCQ.
For multiple Facilities, Monthly Contract Volumes (shown below) shall be allocated among Facilities listed below by prorating
these volumes based on a proportion of each Facility's billing usage.
Actual gas consumption will be the metered or estimated consumption (if Exelon Energy does not receive metered
consumption from the LDC on a timely basis) adjusted by unaccounted for gas, as determined by the Customer's LDC.
The Index to be used is the Natural Gas Intelligence (NGI), "Bidweek Survey " - Spot Gas Prices, posting for delivery to the
Midives•t, as designated in the table entitled "Chicago -City- Gate ". In the event the above mentioned Index is not available,
Exelon Energy will choose an Index which is reasonably acceptable to Customer.
Pricing Terms and Conditions of Exhibit B
Monthly Contract Volumes
Facility Account Number(s) from Exhibit A: 69 -26 -07 -0000, 52 -46 -07 -0000, 25 -17 -07 -0000, 68 -82 -17 -0000, 94 -92 -24 -0000,
21- 17 -14- 0000,26- 14 -74- 0000,31 -47 -07 -0000 33 -99 -44 -0000
All units in Therms
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
INov
Dec
Monthly Contract
Volumes
15,400
15,600
1Q900
8,300
2,800
2,700
2,400
1,900
1,800
3,100
9,300
11,500
® Index Pricing
For the months of' April, 201 through March , 2012 ( "Index Pricing Period ") gas consumption for the Monthly Contract
Volumes above, will be priced at NGI lode. for such months PLUS moo per Therm. Any gas delivered after the Index
Pricing Period without execution of a new Exhibit B will be priced using the Index Pricing above.
For internal use only EEi1 ?Ev EL Sales Rep/Agent Rev 011*12/06