Amendment #1.docx

SAP

Amendment #1 (Only Q&A are subject to additional questions) Solicitation:

Date Issued:

Procurement Officer:

E-Mail Address:

Mailing Address:

5400030097 9/11/2026 Jo Marie Brown, CPPO, CPPB, NIGP-CPP Browjo@musc.edu 1 Poston Road, Suite 350 Charleston SC 29407

DESCRIPTION: Dominion Natural Gas Broker

USING GOVERNMENTAL UNIT: Medical University of South Carolina

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov

SUBMIT OFFER BY (Opening Date/Time): 09/15/2026 09/29/2026 at 11:00 AM ET (See "Deadline For Submission Of Offer" provision)

QUESTIONS MUST BE RECEIVED BY: 09/03/2026 09/16/2026 at 5:00 PM ET (See "Questions From Offerors" provision)

NUMBER OF COPIES TO BE SUBMITTED: One (1) Electronic Technical Proposal, One (1) Electronic Business Proposal, One (1) Electronic Redacted Copy of Technical Proposal marked "Redacted", One (1) Electronic Redacted Copy of Business Proposal marked "Redacted", (See “DISCLOSURE OF YOUR BID / PROPOSAL and SUBMITTING CONFIDENTIAL DATA” Section II.A.)

Initial here if NO redacted copy is necessary___________

CONFERENCE TYPE: Non-Mandatory Virtual Pre-Proposal DATE & TIME: 09/03/2026 at 10:00 AM

(As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions) LOCATION: MS Teams. Please email Browjo@musc.edu no later than one hour prior for meeting link

You must submit a signed copy of this form with Your Offer. By signing, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of ninety (90) calendar days after the Opening Date. (See "Signing Your Offer" provision.)

NAME OF OFFEROR

(full legal name of business submitting the offer) Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal entity, i.e., a separate corporation, partnership, sole proprietorship, etc.

AUTHORIZED SIGNATURE

(Person must be authorized to submit binding offer to contract on behalf of Offeror.)

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

(Register to Obtain S.C. Vendor No. at www.procurement.sc.gov)

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

(If you are a corporation, identify the state of incorporation.)

OFFEROR'S TYPE OF ENTITY: (Check one) (See "Signing Your Offer" provision.)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local)

COVER PAGE - ON-LINE ONLY (MAR. 2015)

SAP

PAGE TWO

(Return Page Two with Your Offer) HOME OFFICE ADDRESS (Address for offeror's home office / principal place of business)

NOTICE ADDRESS (Address to which all procurement and contract related notices should be sent.) (See "Notice" clause)

_________________________________________________ Area Code - Number - Extension Facsimile

_________________________________________________ E-mail Address

PAYMENT ADDRESS (Address to which payments will be sent.) (See "Payment" clause)

____Payment Address same as Home Office Address ____Payment Address same as Notice Address (check only one) ORDER ADDRESS (Address to which purchase orders will be sent) (See "Purchase Orders and "Contract Documents" clauses)

____Order Address same as Home Office Address ____Order Address same as Notice Address (check only one)

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See "Amendments to Solicitation" Provision)

DISCOUNT FOR PROMPT PAYMENT

(See "Discount for Prompt Payment" clause)

PREFERENCES – Preferences do not apply. See SC Consolidated Procurement Code 11-35-1524(E)(2)

AMENDMENTS TO SOLICITATION (JAN 2004):

(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web site for the issuance of Amendments: www.procurement.sc.gov (b) Offerors shall acknowledge receipt of any amendment to this solicitation (1) by signing and returning the amendment, (2) by identifying the amendment number and date in the space provided for this purpose on Page Two, (3) by letter, or (4) by submitting a bid that indicates in some way that the bidder received the amendment. (c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. [02-2A005-1]

Questions and Answers

1. Account Identification & Historical Usage Data Could MUSC provide recent monthly utility invoices and 12 to 24 months of historical daily or hourly interval consumption data for all seven listed delivery locations?

Yes, See Attachment D for supply invoices. We do not have daily or hourly consumption data.

Because Attachment B only provides estimated monthly consumption volumes, the lack of historical daily usage profile data makes it difficult to accurately evaluate load variability, swing tolerance requirements, and volumetric risk exposure. Access to detailed consumption data would enable suppliers to develop more accurate pricing and may help reduce risk premiums included in proposals.

Are all listed accounts currently enrolled and active under Dominion Energy South Carolina's transportation service tariff?

Yes, all 7 accounts incur the Dominion transportation costs.

2. Balancing, Operational Flow Orders (OFOs), and Imbalance Risk The RFP requires Full Requirements service whereby daily/monthly nomination, balancing, and related penalty risks fall entirely on the supplier/broker. In the event of pipeline-issued Operational Flow Orders (OFOs), system constraints, or severe market curtailments on Carolina Gas Transmission (CGT), how does MUSC expect imbalance charges, operational penalties, or other non-performance costs to be allocated if actual consumption materially deviates from nominated volumes?

MUSC's expectation under a Full Requirements service model is that the supplier assumes responsibility for nominations, balancing, transportation management, and related penalty exposure, including ordinary OFO and imbalance risks. MUSC would expect any resulting imbalance charges, cash-out costs, or operational penalties to be included in the supplier's service unless directly caused by a material, unforeseeable change in MUSC's consumption. Any such extraordinary events would be addressed collaboratively, with costs allocated to the party responsible for the deviation.

Does MUSC maintain backup fuel capabilities, such as fuel oil or other alternative fuel sources, at the Central Energy Plant (130 Bee Street) or other facilities to support compliance during curtailment events or supply interruptions?

MUSC has backup fuel sources at locations 1-6. Location 7 has partial coverage from a backup fuel source.

3. Pricing Structure, Contract Term, and Renewal Provisions Section I states the maximum contract term consists of a one-year initial term with four optional one-year renewals. However, the solicitation also requests five-year fixed pricing proposals.

Does MUSC require:

· One fixed price covering the entire five-year term; or

· Five separate fixed-price proposals, each corresponding to an individual 12-month contract period and renewal option?

MUSC requires a fixed-price proposal for the management services outlined in the solicitation. Offerors shall use the average of the daily Henry Hub NYMEX settlement prices for the applicable month, plus all associated management fees, to establish the monthly commodity price. All management service fees and additional costs shall remain fixed for a period of one (1) year.

The solicitation also outlines providing alternative pricing recommendations. These recommendations shall be submitted as an appendix to the Offeror’s Business proposal submittal. In the appendix, the Offeror shall provide additional pricing options and all associated management costs for providing each optional service.

Given that long-term fixed-price natural gas agreements typically include significant market risk premiums, would MUSC consider alternative risk-management approaches such as:

· Locking 100% of anticipated load for the first contract year while hedging a partial percentage of future-year requirements (e.g., NYMEX plus basis exposure) for Years 2 through 5; or

· Implementing a layered procurement strategy (dollar-cost averaging approach) over the contract term to reduce market timing risk associated with executing the entire five-year volume on a single trade date?

Yes, MUSC is interested in pricing options. Please see response to Question 3.

4. Letter of Authorization (LOA) Will MUSC provide a Letter of Authorization (LOA) permitting participating offerors and brokers to obtain historical usage information directly from Dominion Energy South Carolina?

No. MUSC will provide usage history, available in this amendment.

5. Do we have to hold a price until award, or allowed to refresh?

Please see response to question 3. The NYMEX prices shown on Attachment A are for comparison and evaluation purposes only. They are intended solely to facilitate the assessment of the management costs and fees proposed by the Offeror and will not be used as fixed pricing for the natural gas commodity itself.

6. Are you expecting to hold the supplier to the pricing for optional renewals even though you are not locking any price?

Please see response to question 3. Any adjustments to the proposed management service rate will need to follow the price change clause process outlined in the solicitation.

7. What amount of swing on volumes are you requesting? example 0%, 10%, 100% MUSC is requesting a 100% swing tolerance for all locations during the initial contract term. Natural gas consumption may vary due to energy conservation measures, curtailment events, operational changes, and the potential addition of new locations. To provide MUSC with the necessary flexibility while mitigating supplier risk, Offerors shall utilize the pricing structure outlined in question 3 for commodity pricing.

Additional pricing options- In your business proposal, please explain how swing is defined, including whether the percentage applies monthly or annually, how overage and underage are settled, and what premium is associated with each swing level.

8. Do you have the daily usage information from the utility?

We do not have daily usage information.

9. You state fixed price is required. Are you talking about a fixed Basis pricing only, not including the commodity?

Correct – Please see response to question 3.

10. Are each of the four, one year renewal options mutually agreed upon, or in the sole discretion of MUSC?

Please see response to Question 3.

11. Does MUSC acknowledge that the supplier’s pricing may need to be updated before the contract is finalized due to market volatility and changing energy market conditions?

Please see response to Question 3.

IX. ATTACHMENTS TO SOLICITATION

1.

Attachment A- Required Bidders Schedule Excel

2.

Attachment B- Account Data 3.

Attachment C- Base Contract for Sale and Purchase of Natural Gas

4.

Attachment D- Monthly Utility Invoices

Page Page image1.png image2.emf

Attachment A - 8.18.26.xlsx Sheet1

ATTACHMENT A - Price Calculations

NOTE: When completing the calculations below, the offeror needs to be aware of the following:

1. "Estimated Quantity" is our best estimate based on previous usage. There is no expectation that the actual usage during the performance phase of the resulting contract will match the estimates exactly.

2. The $3.24 "Estimated NYMEX" listed on the worksheet is intended to be used for evaluation purposes only. The actual NYMEX futures pricing at the start of the contract term will be used for determining the actual starting prices.

4. "Marketer's Basis" is a fixed component of price. However there are elements of this component which are not within the span of control of the offeror (Example: Tarrifs). The pricing terms expressly state what and how price changes of this portion of price will be considered.

5. "Estimated Unit Price" is the sum total of the "Estimated NYMEX" + "Marketer's Margin" + Marketer's Transport Charges".

6. "Estimated Extended Price" is the product of "Estimated Quantity" x "Estimated Unit Price" expressed to the nearest dollar.

Dominion

Offerors need only enter their "Marketer's Basis/dt" for each month.

"Estimated Unit Prices" and "Estimated Extended Price" should update automatically.

Year 1 Year 2

Month Estimated Quantity in dt Estimated NYMEX/dt Marketer's Basis/dt Estimated Unit Price Estimated Extended Price Month Estimated Quantity in dt Estimated NYMEX/dt Marketer's Basis/dt Estimated Unit Price Estimated Extended Price

June 44,433 $3.43 $3.4270 $152,272 June 44,433 $3.43 $3.4270 $152,272

July 45,495 $3.43 $3.4270 $155,911 July 45,495 $3.43 $3.4270 $155,911

August 47,355 $3.43 $3.4270 $162,286 August 47,355 $3.43 $3.4270 $162,286

September 46,165 $3.43 $3.4270 $158,207 September 46,165 $3.43 $3.4270 $158,207

October 49,781 $3.43 $3.4270 $170,599 October 49,781 $3.43 $3.4270 $170,599

November 54,025 $3.43 $3.4270 $185,144 November 54,025 $3.43 $3.4270 $185,144

December 58,737 $3.43 $3.4270 $201,292 December 58,737 $3.43 $3.4270 $201,292

January 45,075 $3.43 $3.4270 $154,472 January 45,075 $3.43 $3.4270 $154,472

February 57,006 $3.43 $3.4270 $195,360 February 57,006 $3.43 $3.4270 $195,360

March 53,098 $3.43 $3.4270 $181,967 March 53,098 $3.43 $3.4270 $181,967

April 46,451 $3.43 $3.4270 $159,188 April 46,451 $3.43 $3.4270 $159,188

May 42,997 $3.43 $3.4270 $147,351 May 42,997 $3.43 $3.4270 $147,351

Annual Totals 590,618 enter this number on bid schedule for Year 1 $2,024,048 Year 1 Estimated Price Annual Totals 590,618 enter this number on bid schedule for Year 2 $2,024,048 Year 2 Estimated Price

Year 3 Year 4

Month Estimated Quantity in dt Estimated NYMEX/dt Marketer's Basis/dt Estimated Unit Price Estimated Extended Price Month Estimated Quantity in dt Estimated NYMEX/dt Marketer's Basis/dt Estimated Unit Price Estimated Extended Price

June 44,433 $3.43 $3.4270 $152,272 June 44,433 $3.43 $3.4270 $152,272

July 45,495 $3.43 $3.4270 $155,911 July 45,495 $3.43 $3.4270 $155,911

August 47,355 $3.43 $3.4270 $162,286 August 47,355 $3.43 $3.4270 $162,286

September 46,165 $3.43 $3.4270 $158,207 September 46,165 $3.43 $3.4270 $158,207

October 49,781 $3.43 $3.4270 $170,599 October 49,781 $3.43 $3.4270 $170,599

November 54,025 $3.43 $3.4270 $185,144 November 54,025 $3.43 $3.4270 $185,144

December 58,737 $3.43 $3.4270 $201,292 December 58,737 $3.43 $3.4270 $201,292

January 45,075 $3.43 $3.4270 $154,472 January 45,075 $3.43 $3.4270 $154,472

February 57,006 $3.43 $3.4270 $195,360 February 57,006 $3.43 $3.4270 $195,360

March 53,098 $3.43 $3.4270 $181,967 March 53,098 $3.43 $3.4270 $181,967

April 46,451 $3.43 $3.4270 $159,188 April 46,451 $3.43 $3.4270 $159,188

May 42,997 $3.43 $3.4270 $147,351 May 42,997 $3.43 $3.4270 $147,351

Annual Totals 590,618 enter this number on bid schedule for Year 3 $2,024,048 Year 3 Estimated Price Annual Totals 590,618 enter this number on bid schedule for Year 4 $2,024,048 Year 4 Estimated Price

Year 5

Month Estimated Quantity in dt Estimated NYMEX/dt Marketer's Basis/dt Estimated Unit Price Estimated Extended Price

June 44,433 $3.43 $3.4270 $152,272

July 45,495 $3.43 $3.4270 $155,911

August 47,355 $3.43 $3.4270 $162,286

September 46,165 $3.43 $3.4270 $158,207

October 49,781 $3.43 $3.4270 $170,599

November 54,025 $3.43 $3.4270 $185,144

December 58,737 $3.43 $3.4270 $201,292

January 45,075 $3.43 $3.4270 $154,472

February 57,006 $3.43 $3.4270 $195,360

March 53,098 $3.43 $3.4270 $181,967

April 46,451 $3.43 $3.4270 $159,188

May 42,997 $3.43 $3.4270 $147,351

Annual Totals 590,618 enter this number on bid schedule for Year 5 $2,024,048 Year 5 Estimated Price image3.emf

Attachment B Account Data.xlsx Sheet1

USE (Dekatherms)

114 DOUGHTY ST - TOTAL (two meters) 130 BEE ST 135 RUTLEDGE ST 169 ASHLEY AVE 284 CALHOUN ST 7771 PALMETTO COMMERCE PKWY 97 JONATHAN LUCAS ST INTERRUPTIBLE SERVICE MONTHLY TOTALS

2025-06 2,077 13,487 2,629 10,242 5,561 988 9,449 44,433

2025-07 2,086 13,309 2,662 10,210 5,658 1,035 10,535 45,495

2025-08 2,313 14,001 2,580 10,568 6,065 1,062 10,766 47,355

2025-09 2,334 13,885 2,726 10,654 4,937 1,000 10,629 46,165

2025-10 2,628 15,733 3,044 11,981 3,756 1,065 11,574 49,781

2025-11 3,826 17,090 3,315 13,203 3,932 912 11,747 54,025

2025-12 5,218 17,098 3,456 14,430 4,801 1,092 12,642 58,737

2026-1 3,810 13,753 2,549 11,118 3,344 823 9,678 45,075

2026-2 4,621 17,171 3,172 14,013 4,643 1,022 12,364 57,006

2026-3 3,987 15,727 3,098 12,750 4,483 1,069 11,984 53,098

2026-4 3,307 13,071 2,627 11,534 4,165 973 10,774 46,451

2026-5 2,627 12,578 2,594 11,323 3,928 1,049 8,898 42,997

FY2026 TOTALS BY ACCOUNT 38,834 176,903 34,452 142,026 55,273 12,090 131,040 590,618 image4.emf

Attachment C (2).pdf

Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved September 5, 2006 40103664.3

Base Contract for Sale and Purchase of Natural Gas This Base Contract is entered into as of the following date:_______, 2024

The parties to this Base Contract are the following:

PARTY A

PARTY NAME

PARTY B

ADDRESS

BUSINESS WEBSITE

CONTRACT NUMBER

D-U-N-S® NUMBER

US FEDERAL:

OTHER:

TAX ID NUMBERS

US FEDERAL:

OTHER:

JURISDICTION OF

ORGANIZATION

Corporation LLC Limited Partnership Partnership LLP Other:

COMPANY TYPE

Corporation LLC Limited Partnership Partnership LLP Other:

GUARANTOR

(IF APPLICABLE)

CONTACT INFORMATION

ATTN:

TEL#: FAX#:

EMAIL:

COMMERCIAL

SCHEDULING

CONTRACT AND

LEGAL NOTICES

CREDIT

TRANSACTION

CONFIRMATIONS

ACCOUNTING INFORMATION

INVOICES

PAYMENTS

• SETTLEMENTS

BANK:

ABA: ACCT:

OTHER DETAILS:

WIRE TRANSFER

NUMBERS

BANK:

ABA: ACCT:

OTHER DETAILS:

ACH NUMBERS

All Rights Reserved Page 2 of 3 September 5, 2006

(Continued)

This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section:

Section 1.2 Transaction Procedure

Oral (default)

OR

Written

Section 10.2 Additional Events of Default

No Additional Events of Default (default)

Indebtedness Cross Default

Party A: __________________

Party B: __________________

Transactional Cross Default Specified Transactions:

Section 2.7 Confirm Deadline

2 Business Days after receipt (default)

Business Days after receipt

Section 2.8 Confirming Party

Seller (default)

Buyer

Section 3.2 Performance Obligation

Cover Standard (default)

Spot Price Standard

Section 10.3.1 Early Termination Damages

Early Termination Damages Apply (default)

Early Termination Damages Do Not Apply

Note: The following Spot Price Publication applies to both of the immediately preceding.

Section 10.3.2 Other Agreement Setoffs

Other Agreement Setoffs Apply (default)

Bilateral (default)

Triangular

Other Agreement Setoffs Do Not Apply

Section 2.31 Spot Price Publication

Gas Daily Midpoint (default)

Section 6 Taxes

Buyer Pays At and After Delivery Point (default)

Seller Pays Before and At Delivery Point

Section 7.2 Payment Date

25th Day of Month following Month of delivery

(default)

Day of Month following Month of delivery

Section 15.5 Choice Of Law

South Carolina

Section 7.2 Method of Payment

Wire transfer (default) Automated Clearinghouse Credit (ACH) Check

Section 15.10 Confidentiality

Confidentiality applies (default)

Confidentiality does not apply

Section 7.7 Netting

Netting applies (default)

Netting does not apply

X Special Provisions Number of sheets attached: 2 Addendum(s):

IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

PARTY NAME

By:

SIGNATURE

By:

PRINTED NAME

TITLE

All Rights Reserved Page 3 of 4 September 5, 2006 40103664.3

General Terms and Conditions

SECTION 1. PURPOSE AND PROCEDURES

1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.9.

The parties have selected either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract.

Oral Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties.

Written Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.

1.3. If a sending party's Transaction Confirmation is materially different from the receiving party's understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence.

1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract.

SECTION 2. DEFINITIONS

The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein.

2.1. “Additional Event of Default” shall mean Transactional Cross Default or Indebtedness Cross Default, each as and if selected by the parties pursuant to the Base Contract.

2.2. “Affiliate” shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of at least 50 percent of the voting power of the entity or person.

All Rights Reserved Page 4 of 5 September 5, 2006

2.3. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer.

2.4. "Base Contract" shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one.

2.5. "British thermal unit" or "Btu" shall mean the International BTU, which is also called the Btu (IT).

2.6. "Business Day(s)" shall mean Monday through Friday, excluding Federal Banking Holidays for transactions in the U.S.

2.7. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract;

provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day.

2.8. "Confirming Party" shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.

2.9. "Contract" shall mean the legally-binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single integrated agreement between the parties.

2.10. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction.

2.11. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.

2.12. "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with:

the amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

2.13. "Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a continuing nature.

2.14. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a particular transaction.

2.15. "Delivery Period" shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.

2.16. "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction.

2.17. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

2.18. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party’s excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act.

2.19. "Firm" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

2.20. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

2.21. “Guarantor” shall mean any entity that has provided a guaranty of the obligations of a party hereunder.

2.22. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements.

2.23. “Indebtedness Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments, individually or collectively, relating to indebtedness (such indebtedness to include any obligation whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an aggregate amount greater than the threshold specified in the Base Contract with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable.

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2.24. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

2.25. "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm.

2.26. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month.

2.27. "Payment Date" shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month.

2.28. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point.

2.29. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.

2.30. “Specified Transaction(s)” shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base Contract.

2.31. "Spot Price " as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day.

2.32. "Transaction Confirmation" shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period.

2.33. “Transactional Cross Default” shall mean if selected on the Base Contract by the parties with respect to a party, that it shall be in default, however therein defined, under any Specified Transaction.

2.34. “Termination Option” shall mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation.

2.35. "Transporter(s)" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular

SECTION 3. PERFORMANCE OBLIGATION

3.1. Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction.

The parties have selected either the “Cover Standard” or the “Spot Price Standard” as indicated on the Base Contract.

Cover Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas, then in addition to (i) or (ii) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

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Spot Price Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was calculated.

3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties.

3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES

4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s).

4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s).

Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party.

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer.

SECTION 5. QUALITY AND MEASUREMENT

All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

SECTION 6. TAXES

The parties have selected either “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.

Buyer Pays At and After Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

Seller Pays Before and At Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.

SECTION 7. BILLING, PAYMENT, AND AUDIT

7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.

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7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 30 Business Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2.

7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Days after receipt of invoice.

7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section.

7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Business Days of Notice and substantiation of such inaccuracy.

7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 8. TITLE, WARRANTY, AND INDEMNITY

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s).

8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF

MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer.

8.4. The parties agree that the delivery of and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19 U.S.C. §1202, General Notes, page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements.

8.5. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas…