ESBD_372566_1723735732927_ESBD RFB FM2025-001 Natural Gas UTARL UTDAL.pdf

THE UNIVERSITY OF TEXAS AT ARLINGTON

REQUEST FOR BID

For

FIRM NATURAL GAS SUPPLY

Vendor Name: _____________________________________ RFB No.: FM2025-001

Address: _____________________________________ SUBMITTAL DEADLINE:

August 29, 2024, 3:00 p.m.

____________________________________ Central Prevailing Time

Phone: ____________________________________ *Return Via e Mail (see

Section 2.2 for Submittal Instructions) to:

Email Address:_____________________________________ The University of Texas at Arlington Office of Facilities Management Printed Signature: ______________________________ Attn: Viki Lewis, Contract Specialist ofm_contracts@uta.edu Title: __________________________________________

Date: _________________________________________

*Note: For a bid to be accepted for consideration it must be received and time stamped in The University of Texas at Arlington, Office of Facilities Management, by the hour and date specified.

NO LATE BIDS WILL BE ACCEPTED.

Attachments and Addenda attached and incorporated for all purposes:

Attachment A - Special Provisions to the NAESB Base Contract for Sale and Purchase of Natural Gas

(NAESB Standard 6.3.1 dated September 5, 2006 (Revised by R15003/R15007, April 4, 2016; R19006, November 21, 2019; R18007, August 6, 2020; MC23001, May 1, 2023)

Addendum A Monthly Gas Consumption Election Addendum B Template for Index Price Transaction Confirmation

Addendum C Form of Limited Agent Letter Addendum D HUB Subcontracting Plan Addendum E Affirmative Action Compliance Program Addendum F Certificate of Interested Parties Attachment B - HUB Subcontracting Plan Attachment C - Execution of Offer

NOTE: By signature above, Bidder offers and agrees to furnish the goods and/or services at the prices quoted and comply with all terms, conditions, and requirements set forth in this Request for Bid (RFB) and the attached documents. Bidder acknowledges and agrees that mailto:ofm_contracts@uta.edu

(1) this RFB is a solicitation for bid and is not a contract or an offer to contract; (2) the submission of a bid by Bidder in response to this RFB will not create a contract between University and Bidder; (3) University has made no representation or warranty, written or oral, that one or more contracts with University will be awarded under this RFB; and (4) Bidder shall bear, as its sole risk and responsibility, any cost which arises from Bidder's preparation of a response to this RFB.

1.0 General

University, including The University of Texas at Arlington (UT Arlington) and The University of Texas at Dallas (UT Dallas) [collectively, University], is accepting competitive sealed bids from qualified companies (each a Bidder) to provide and deliver firm natural gas supply to Atmos Energy Corporation for redelivery to:

(1) properties owned or operated by UT Arlington located in Arlington, Texas, and Fort Worth, Texas (UT Arlington Delivery Points), and

(2) properties owned or operated by UT Dallas in Richardson, Texas (UT Dallas Delivery Points).

UT Arlington Delivery Points and the UT Dallas Delivery Points are sometimes collectively referred to as Delivery Point.

By submission of its bid in response to this RFB, Bidder represents and warrants that it has the necessary knowledge, skill, abilities and resources to provide and deliver natural gas in accordance with the requirements and specifications of this RFB, and in accordance with all applicable state, local, and federal laws, orders, directives, rules, and regulations of any governmental body, agency or official having jurisdiction over the Contract or the sale of gas under the Contract.

NOTE: This RFB and bids submitted in response to this RFB are subject to: (a) Natural Resources Code Sections 31.401 and 31.402; (b) review by the Texas General Land Office (GLO) prior to acceptance or rejection; and (c) GLO evaluation based upon the GLO’s then current pricing mechanism. If the GLO finds, under this RFB or a bid submitted in response to this RFB, that the University will not be using natural gas produced from state lands to the greatest extent practical, then any resulting contract will not be approved by the GLO.

BIDDERS ARE CAUTIONED TO READ THE INFORMATION CONTAINED IN THIS

RFB CAREFULLY AND TO SUBMIT A COMPLETE RESPONSE TO ALL

REQUIREMENTS AND SPECIFICATIONS AS DIRECTED.

Group Purchasing Authority: Texas law authorizes institutions of higher education (defined by Section 61.003, Education Code) to use the group purchasing procurement method (ref. Sections 51.9335, 73.115, and 74.008, Education Code). Additional Texas institutions of higher education may, therefore, elect to enter into a contract with the successful Bidder. In particular, Bidder should note that University is part of The University of Texas System (UT System), which is comprised of fourteen institutions described at http://www.utsystem.edu/institutions. UT System institutions routinely evaluate whether a contract resulting from a procurement conducted by one of the institutions might be suitable for use by another, and if so, this could give rise to additional purchase volumes. As a result, in submitting its bid in response to this RFB, Bidder should consider proposing pricing and other commercial terms that take into account such higher volumes and other expanded opportunities that could result from the eventual inclusion of other institutions in the purchase contemplated by this RFB. At this time, it is believed that, in addition to UT Arlington, UT Dallas will enter into a separate contract with the successful Bidder under this RFB.

2.0 Special Instructions

2.1 Contract

2.1.1 Each Bidder responding to the RFB must be prepared to enter into the NAESB Base Contract and the Special Provisions more particularly described in Section 3 of this RFB (or, in the sole discretion of University, terms and conditions substantially similar to those contained in the NAESB Base Contract and the Special Provisions) (collectively, the Contract) immediately upon notification of award.

2.1.2 Each Bidder will submit (a) a Microsoft Word version of the NAESB Base Contract completed in accordance with Section 3.2 of the RFB, (b) a completed Transaction Confirmation [ref. Addendum B to Attachment A Special Provisions], and (c) a Limited Agent Letter [ref. Addendum C to Attachment A Special Provisions] with its bid.

2.1.3 Bidder may offer for University's consideration alternate provisions to the terms of the NAESB Base Contract and Special Provisions. General exceptions such as “company standard sales terms apply” or “will negotiate” are not acceptable. Bidder’s silence as to the NAESB Base Contract and Special Provisions will be construed as an indication of complete acceptance of the NAESB Base Contract and Attachment A Special Provisions.

2.1.4 If Bidder takes exception to any terms or conditions in the NAESB Base Contract or the Special Provisions, Bidder must submit a list of the exceptions as part of its response.

Exceptions or alternate terms and conditions proposed must refer to the specific article(s) or section(s) of the NAESB Base Contract or Special Provisions to which the exceptions or alternate terms relate.

2.2 Submittal Instructions

2.2.1 Bidder’s response to this RFB must be received by University on or before the Submittal Deadline (ref. page 1).

2.2.2 Bidder must complete, sign and return the following documents as part of their response. Failure to return the following documents with Bidder’s response may subject Bidder’s response to disqualification:

2.2.2.1 Tab 1 – Introductory cover letter

2.2.2.2 Tab 2 – Signed and completed Bid (including page 1 of this RFB, the

Pricing Schedule [ref. Section 4], and answers to Bidder’s Questionnaire [ref. Section 5]);

2.2.2.3 Tab 3 – Microsoft Word version of the NAESB Base Contract completed in accordance with Section 3.2 of this RFB;

2.2.2.4 Tab 4 – Completed Transaction Confirmation [ref. Addendum B to

Attachment A Special Provisions];

2.2.2.5 Tab 5 – Completed Limited Agent Letter [ref. Addendum C to Attachment A Special Provisions]; and

2.2.2.6 Tab 6 – Completed HUB Subcontracting Plan [ref. Section 2.7 and

Attachment B].

2.2.2.7 Tab 7 – Copy of Bidder’s Affirmative Action Compliance Program to be attached to the Contract as Addendum E to Attachment A Special Provisions

2.2.2.8 Tab 8 – Completed and Signed Execution of Offer [Attachment C]

2.2.3 Responses must be submitted electronically to ofm_contracts@uta.edu Submittals will be kept securely in this email box until the appropriate opening date and time. HUB Subcontracting plan must be submitted as a separate file in a separate email. In the subject line of your emails include the following: Response to RFB #FM2025-001 (also indicate “HUB Subcontracting Plan” in the email containing the HUB Subcontracting Plan). DO NOT SUBMIT A HARDCOPY SUBMITTAL IN

RESPONSE TO THIS SOLICITATION

2.3 Criteria for Selection

UT Arlington and UT Dallas personnel will evaluate responses to this RFB. The selection of the successful Bidder for award of the Contract under this RFB will be based on the following criteria:

2.3.1 Threshold Criteria Not Scored

2.3.1.1 Ability of University to comply with laws regarding Historically

Underutilized Businesses; and

2.3.1.2 Ability of University to comply with laws regarding purchases from persons with disabilities.

2.3.2 Scored Criteria

2.3.2.1 Cost of goods and services; 50%

2.3.2.2 Reputation of Bidder and of Bidder's goods or services; 5%

2.3.2.3 Quality of Bidder's goods or services; 5%

2.3.2.4 Extent to which the goods or services meet University's needs; 5%

2.3.2.5 Bidder's past relationship with University; 5%

2.3.2.6 Total long-term cost to University of acquiring Bidder's goods or services;

25%

2.3.2.7 Bidder’s exceptions to the terms and conditions set forth in Section 3.2 of this RFB; 5%

2.4 Bid Evaluation and Contract Award Process

University will select successful Bidder by using the competitive sealed bid process described in this RFB. Any bids that are not submitted by the Submittal Deadline or that are not accompanied by and approved HUB Subcontracting Plan will be rejected by University as non-responsive due to material failure to comply with this RFB (ref. Section

2.7 of this RFB). Upon completion of the initial review and evaluation of bids, University may invite one or more selected Bidders to participate in oral presentations. University will use commercially reasonable efforts to avoid public disclosure of the contents of a bid prior to selection of successful Bidder.

A competitive range of acceptable or potentially acceptable bids may be established comprising the highest rated responses. During the evaluation period, Bidders may be asked to submit refreshed pricing multiple times to reflect changing market conditions. After contract terms have been finalized with Bidders, Bidders may be requested to submit best and final transactable pricing based on the then current market conditions. University is not obligated to select the Bidder offering the most attractive economic terms if that Bidder is not the most advantageous to University overall, as determined by University.

An award of a contract to procure the goods and services specified in this RFB will not be made until University completes the necessary reviews. University reserves the right to (a) reject any and all bids and re-solicit bids, or (b) reject any and all bids and temporarily or permanently abandon this selection process, if deemed to be in the best interests of University. Bidder is hereby notified that University will maintain in its files concerning this RFB a written record of the basis upon which a selection, if any, is made by University.

2.5 Bidder's Acceptance of Evaluation Methodology

Submission of a response to this RFB indicates Bidder’s acceptance of the Criteria for Selection [ref. Section 2.3] and the Bid Evaluation and Contract Award Process [ref.

Section 2.4] and Bidder’s recognition that some subjective judgments must be made by University.

2.6 Validity Period

Bidder’s response, except pricing, must be valid for a period of 30 days after the Submittal Deadline. The successful Bidder’s response, including refreshed pricing, must remain valid for the full initial term of any contractual arrangements resulting from this RFB.

2.7 Historically Underutilized Businesses

2.7.1 University encourages and supports the participation of Historically Underutilized Businesses (HUBs) in responding to this RFB.

2.7.2 In accordance with Chapter 2161, Government Code, each state agency (including University) is required to make a good faith effort to assist HUBs in competing for, and receiving, contracts awarded by the agency.

2.7.3 The University has reviewed this RFB in accordance with Texas Administrative Code, Title 34 Rule §20.285 and has determined that subcontracting opportunities are probable under this solicitation. Accordingly, a HUB Subcontracting Plan (HSP) is required as a part of Bidder’s response. The HSP shall be developed and administered in accordance with University Policy on Utilization of Historically Underutilized Businesses (HUBs). University’s Policy on Utilization of HUBs, including the required forms and instructions, is attached to this RFB as Attachment B.

2.7.4 The HSP must be completed in accordance with the requirements of Attachment B. The University will review Bidder's HSP to ensure that Bidder has submitted the HSP in accordance with the requirements as specified in Attachment B.

2.7.5 Failure to submit a completed and APPROVED HSP in accordance with the requirements of Attachment B will result in Bidder’s response to this RFB being rejected due to material failure to comply with advertised specifications. If Bidder needs assistance with the HSP contact: Mario Ramirez (817)272-2039 or email mario.ramirez@uta.edu.

2.7.6 There will be an optional “How to successfully complete the HUB Subcontracting Plan (HSP) conference call which will be held on August 22, 2024 at 10:00a.m. To be able to view the meeting join on your computer or mobile app via Join the meeting now For audio only the call-in number is (817) 502-2418 and the Phone Conference ID# is: 510 709 761#. All methods for completing the plan will be covered in the session with time allotted for questions and answers. We encourage your HSP preparer’s attendance of this session to ensure meeting Texas HUB Subcontracting Plan requirements and avoid your bid being disqualified.

2.7.7 Bidder must submit one (1) copy of the HSP to University by the Submittal Deadline. The HSP must be submitted in a separate email to ofm_contracts@uta.edu and label that email with “HUB Subcontracting Plan to RFB No. FM2025-001”

2.8 Public Information

Bidder is hereby notified that University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information.

University may seek to protect from disclosure all information submitted in response to this RFB until such time as a final agreement is executed.

Upon execution of a final agreement, University will consider all information, documentation, and other materials requested to be submitted in response to this RFB, to be of a non-confidential and non-proprietary nature and, therefore, subject to public disclosure under the Texas Public Information Act (Government Code, Chapter 552.001, et seq.). Bidder will be advised of a request for public information that implicates their materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General. Certain information may be protected from release under Sections 552.101, 552.104, 552.110, 552.113, and 552.131, Government Code.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_YTllNmU0M2MtZmViYi00NmEzLTlmNDYtZTU0ZTRiYzg2ZGRm%40thread.v2/0?context=%7b%22Tid%22%3a%225cdc5b43-d7be-4caa-8173-729e3b0a62d9%22%2c%22Oid%22%3a%222190b0ba-f2b9-4b07-a4b1-d0d44c99b509%22%7d

2.9 RFB Tentative Timeline and Milestones

EVENT DATE

RFB Issued August 14, 2024

HUB Subcontracting Plan Instructional Meeting (See Section 2.7.6

August 22, 2024 at 10:00 AM Central Prevailing Time

Deadline for Questions August 22, 2024 at 5:00 PM Central Prevailing Time

RFB Submittal Deadline August 29, 2024 at 3:00 pm Central Prevailing Time

Evaluation Period and Negotiation of Contract Terms September 2, 2024 Supplier Award & Contract Execution September 4, 2024

2.10 University Contact Person

Bidders will direct all questions or concerns regarding this RFB via e-mail to the following University contact (University Contact):

Viki Lewis, Senior Financial Analyst The University of Texas at Arlington Office of Facilities Management Email: vlewis@uta.edu

University specifically instructs all interested parties to restrict all contact and questions regarding this RFB to written communications forwarded to University Contact.

University Contact must receive all questions or concerns in writing no later than August 22, 2024 at 5:00 PM Central Prevailing Time. University will have a reasonable amount of time to respond to questions or concerns. It is University’s intent to respond to all appropriate questions and concerns; however, University reserves the right to decline to respond to any question or concern.

3.0 Contract

3.1 Effective Date and Contract Term

University anticipates the Contract will be dated effective on or before of August 1, 2024, and that successful Bidder will provide natural gas supplies beginning November 1, 2024.

University will select the contract term that is the most advantageous to University in accordance with Section 4.1 of this RFB. For any contract term selected by University, Bidders quoted pricing will remain firm for the entire contract term.

3.2 Terms and Conditions

The terms and conditions of this transaction will be substantially similar to those contained in the contract developed by the North American Energy Standards Board, Inc. titled “Base Contract for Sale and Purchase of Natural Gas” (NAESB standard 6.3.1 dated September 5, 2006 (Revised by R15003/R15007, April 4, 2016; R19006, November 21, 2019; R18007, August 6, 2020;

MC23001, May 1, 2023) (NAESB Base Contract) as modified by the Special Provisions to NAESB Base Contract (Special Provisions) [ref. Attachment A].

University will make the following elections on the cover page to the NAESB Base Contract:

Section 1.2 Transaction Procedure Oral (default) Section 2.7 Confirm Deadline 2 Business Days after receipt (default) Section 2.8 Confirming Party Both Section 3.2 Performance Obligation Cover Standard (default) Section 2.31 Spot Price Publication Gas Daily Midpoint (default) Section 6 Taxes Buyer Pays at and after Delivery Point (default) Section 7.2 Payment Date See Section 7.2 of Special Provisions Section 7.2 Method of Payment Automated Clearinghouse Credit

(ACH)

Section 7.7 Netting Netting applies (default) Section 10.2 Additional Events of Default No Additional Events of Default (default) Section 10.3.1 Early Termination Damages Early Termination Damages Apply (default) Section 10.3.2 Other Agreement Setoffs Other Agreement Setoffs Apply (default) Bilateral (default) Section 15.5 Choice of Law Texas Section 15.10 Confidentiality Confidentiality applies See Section

15.10 of Special Provisions

Special Provisions Number of sheets attached: 25

Addendum(s):

A Monthly Gas Consumption Election

B. Template for Fixed Price Transaction Confirmation C. Form of Limited Agent Letter D. HUB Subcontracting Plan E. Affirmative Action Compliance Program F. Certificate of Interested Parties

3.3 Quantities

Successful Bidder will deliver natural gas in the quantities (Estimated Base Load) listed in Addendum A Monthly Gas Consumption Election to Attachment A Special Provisions, to the designated Delivery Points for the benefit of University.

3.4 Nominations; Balancing

University is requesting pricing under two scenarios. . In the first scenario, nomination activities and imabalance costs will be as described in Sections 4.2 and 4.3 of the NAESB agreement.

In the second, Bidder to be responsible for nomination activities and imbalance costs as more particularly described in Section 4 of the NAESB Base Contract, as amended by Section 4 of Attachment A Special Provisions.

3.5 Delivery Point

As mentioned in the definition of Delivery Point(s) provided in Section 2.16 of Attachment A Special Provisions, Delivery Point shall be any and all then active pooling stations on Atmos’ pipeline.

3.6 Disclosure Requirements

As part of the contract execution process, and as required by House Bill 1295, the successful Proposer will be required to complete and submit Form 1295 “Certificate of Interested Parties” for certain types of contracts expected to exceed $1 million over the potential life of the contract. The form can be downloaded at https://www.ethics.state.tx.us/filinginfo/1295/. The form requires disclosure of parties with controlling interest and/or any intermediaries acting on behalf of the Proposer.

“Controlling Interest” means

1) an ownership interest or participating interest in a Business Entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent;

2) membership on the board of directors or other governing body of a Business Entity of which the board or other governing body is composed of not more than 10 members; or

3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a Business Entity that has more than four officers.

“Intermediary” means a person who actively participates in the facilitation of the contract or negotiating the contract, including a broker, adviser, attorney, or representative of or agent for the Business Entity who:

1) receives compensation from the Business Entity for the person’s participation;

2) communicates directly with the UT Institution on behalf of the Business Entity regarding the contract; and

3) is not an employee of the Business Entity or of an entity with a controlling interest in the business activity.

4.0 Pricing Schedule

BID OF:

Name of Company: _________________________________________________

Physical Address: _________________________________________________

Mailing Address: ________________________________________________

Email Address : ________________________________________________

Telephone Number: ___________________ Fax Number: _________________

Federal Employers Identification Number:______________________________ (Taxpayer Identification Number)

Ladies and Gentlemen:

Having carefully examined all the specifications and requirements of this RFB, the undersigned proposes to provide and deliver pipeline quality, marketable natural gas as required in accordance with this RFB at the prices and upon the terms quoted below:

4.1 Pricing

4.1.1 Bidder will quote prices for 12 months, 24 months, and 36 months in the pricing charts provided below. Price quotes must include all costs including but not limited to costs to trigger a lock to a fixed price or a collar for future months. Bidder is not required to submit pricing for all options below.

4.1.2 University is requesting pricing under two scenarios. . In the first scenario, nomination a ctivities and imabalance costs will be as described in Sections 4.2 and 4.3 of the NAESB agreement. In the second, Bidder to be responsible for nomination activities and imbalance costs as more particularly described in Section 4 of the NAESB Base Contract, as amended by Section 4 of Attachment A Special Provisions.

4.1.2.1 Bid # 1 (Scenario 1 nomination activities and imabalance costs will be as described in Sections 4.2 and 4.3 of the NAESB agreement)

4.1.2.1.1 Bid #1A - Pricing will be based on HSC Index Price. HSC Index Price means the price expressed in dollars per MMBtu as published each month by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “East Texas” and under the subheading “Houston Ship Channel (HSC) Index” as listed in the first-of-the-month issue of such publication, for each month during the contract term.

Bidder should complete the following pricing chart.

BID #1A HSC Pricing

Delivery Point: Any and all then active pooling stations on Atmos’ pipeline

Proposal

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 4 one (1) year renewal options.

4 optional optional optional

Optional Pricing – Bidder’s Choice

4.1.2.1.2 Bid # 1B Pricing will be based on the WAHA Index Price.

WAHA Index Price means the price expressed in dollars per MMBtu as published by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “West Texas” and under the subheading “Waha Index” as listed in the first-of-the- month issue of such publication, for each month during the Contract term.

In addition, Bidder should complete the following pricing chart.

BID #1B WAHA Pricing

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to

6 optional

4.1.2.1.3 Bid # 1C Pricing will be based on the NGPL TexOk Index Price. NGPL TexOk Index Price means the price expressed in dollars per MMBtu as published by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “East Texas” and under the subheading “NGPL TexOk Index” as listed in the first-of-the- month issue of such publication, for each month during the Contract term.

BID #1C NGPL TexOk Pricing

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to

4.1.3 Because fixed pricing is unknown, Bidder must include a formula for calculating fixed pricing in the format provided below. The pricing formula must include all costs to trigger a price lock, including fuel and profit. Bidder will not pass any line loss charges through to University.

Bidder should complete the following formulas:

Bid #1: Indicative Price = (NYMEX plus HSC Basis) + / - $______/MMBtu

Bid #2: Indicative Price = (NYMEX plus WAHA Index Price) + / - $______/MMBtu

Bid #3: Indicative Price = (NYMEX plus NGPL TexOk Index Price) + / -

4.1.2.2 Bid # 2 (Scenario 2 Bidder to be responsible for nomination activities and imbalance costs as more particularly described in Section 4 of the NAESB Base Contract, as amended by Section 4 of Attachment A Special Provisions)

4.1.2.2.1 Bid # 2A - Pricing will be based on HSC Index Price. HSC Index Price means the price expressed in dollars per MMBtu as published each month by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “East Texas” and under the subheading “Houston Ship Channel (HSC) Index” as listed in the first-of-the-month issue of such publication, for each month during the contract term.

Bidder should complete the following pricing chart.

BID #2A HSC Pricing

Delivery Point:

Any and all then active pooling stations on Atmos’ pipeline

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to

4 optional

4.1.2.2.2 Bid # 2B Pricing will be based on the WAHA Index Price.

WAHA Index Price means the price expressed in dollars per MMBtu as published by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “West Texas” and under the subheading “Waha Index” as listed in the first-of-the- month issue of such publication, for each month during the Contract term.

BID #2B WAHA Pricing

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to

4.1.2.2.3 Bid # 2C Pricing will be based on the NGPL TexOk

Index Price. NGPL TexOk Index Price means the price expressed in dollars per MMBtu as published by Platts Inside FERC’s Gas Market Report in the section titled “Market Centers” under the heading “East Texas” and under the subheading “NGPL TexOk Index” as listed in the first-of-the- month issue of such publication, for each month during the

Contract term.

BID #2C NGPL TexOk Pricing

11/1/24 – 10/31/25

1-year Price

11/1/24 – 10/31/26

2-year Price

11/1/24 – 10/31/27

3-year Price Description

1 n/a n/a

1-year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. * with up to 6 one (1) year renewal options.

2 n/a n/a

2- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to 5 one (1) year renewal options.

3 n/a n/a

3- year Index Pricing for 100% of Estimated Base Load with the ability to fix price as specified in Section 1.6 of the Special Provisions. *with up to

4.1.4 Because fixed pricing is unknown, Bidder must include a formula for calculating fixed pricing in the format provided below. The pricing formula must include all costs to trigger a price lock, including fuel and profit. Bidder will not pass any line loss charges through to University.

Bidder should complete the following formulas:

Bid #1: Indicative Price = (NYMEX plus HSC Basis) + / - $______/MMBtu

Bid #2: Indicative Price = (NYMEX plus WAHA Index Price) + / -

Bid #3: Indicative Price = (NYMEX plus NGPL TexOk Index Price) + / -

4.2 Payment Terms

University’s standard payment terms are “30 days after the later of (1) the date goods are delivered or performance of service is completed, or (2) the date buyer receives an invoice for the goods or services” as mandated by the Texas Prompt Payment Act (ref. Chapter 2251, Government Code).

Indicate below the prompt payment discount that Bidder offers:

Prompt Payment Discount: _____%_____days/net 30 days. Bidder to complete Prompt Payment Discount offered.

University, an agency of the State of Texas, is exempt from Texas Sales & Use Tax on goods and services in accordance with Section 151.309, Tax Code, and Title 34 Texas Administrative Code (TAC) Section 3.322. Pursuant to 34 TAC Section 3.322(c)(4), University is not required to provide a tax exemption certificate to establish its tax exempt status.

4.3 Addenda Checklist

Bidder should complete the following blanks, if applicable.

Receipt is hereby acknowledged of the following addenda to this RFB, if any. (Initial if applicable)

No. 1 _____ No. 2 _____ No. 3 _____ No. 4 _____ No. 5 _____

Respectfully submitted:

(Bidder Name) (Date)

(Bidder’s Authorized Signature)

(Printed Name & Title)

5.0 Bidder Questionnaire

NOTICE: With few exceptions, individuals are entitled on request to be informed about the information that governmental bodies of the State of Texas collect about such individuals. Under Sections 552.021 and 552.023, Government Code, individuals are entitled to receive and review such information. Under Section 559.004, Government Code, individuals are entitled to have governmental bodies of the State of Texas correct information about such individuals that is incorrect.

Bidder is requested to submit a complete response to each of the following items. Responses requiring additional space should be brief and submitted as a supplement to Bidder’s response. Please reference each reply by its item number indicated below.

1. Number of years in Business: __________

Type of Operation: Individual: _____ Partnership: _____ Corporation: _____ Government:

_____ Other ________ (state type of operation) Number of Employees: __________ Annual Sales Volume: __________

2. State that you will provide a copy of your company's financial statements for the past two (2) years if requested by University.

3. Provide a financial rating of your company and any documentation (such as a Dunn and Bradstreet analysis) which indicates the financial stability of your company.

4. Is your company currently for sale or involved in any transaction to expand or to become acquired by another business entity? If yes, please explain the impact both in organizational and directional terms.

5. Provide any details of all past or pending litigation or claims filed against your company that would affect your company's performance under a Contract with University.

6. Is your company currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entity. If yes, specify date(s), details, circumstances, and prospects for resolution.

7. Provide a customer reference list of no less than three (3) organizations with which Bidder currently has contracts with and/or has previously provided natural gas of equal type and scope within the past five (5) years. Reference list to include, company name, contact person, and telephone number, description of products and services provided, the volume of gas delivered and length of business relationship.

8. What difficulties do you anticipate in serving University or UT Dallas and how do you plan to manage these? What assistance will you require from University or UT Dallas?

9. Explain how your company can provide continuous gas service as required per this RFB.

10. List any alternate provisions to the terms of the NAESB contract and Special Provisions (ref.

Section 3 and Attachment A).

11. List the name, title, address, telephone and fax numbers and email address of the person(s) who will be the primary contact regarding your company’s response to this RFB.

12. Bidder will provide the name and Social Security Number for each person having at least 25% ownership interest in Bidder. This disclosure is mandatory pursuant to Section 231.006, Family Code, and will be used for the purpose of determining whether an owner of Bidder with an ownership interest of at least 25% is more than 30 days delinquent in paying child support. Further disclosure of this information is governed by the Texas Public Information Act, Chapter 552, Government Code, and other applicable law.

13. Does any relationship exist by relative, business associate, capital funding agreement, or any other such kinship between your firm and any employee or officer of University, or a Regent of The University of Texas System? If so, please explain.

ADDENDUM A

to Attachment A – Special Provisions

MONTHLY GAS CONSUMPTION ELECTION (MGCE)

Estimated University Natural Gas Consumption Volumes per Month in MMBtu

Customer: The University of Texas at Arlington

Month 11/1/24 – 10/31/25

11/1/25 – 10/31/26

11/1/26 – 10/31/27

November 40,700 40,700 40,700 December 44,200 44,200 44,200 January 51,400 51,400 51,400 February 42,800 42,800 42,800 March 38,000 38,000 38,000 April 31,500 31,500 31,500 May 23,700 23,700 23,700 June 23,500 23,500 23,500 July 22,500 22,500 22,500 August 21,250 21,250 21,250 September 23,000 23,000 23,000 October 31,500 31,500 31,500

Total: 394,050 394,050 394,050

Note: Volumes provided above include 3.69% line loss retention.

ADDENDUM A

MONTHLY GAS CONSUMPTION ELECTION (MGCE)

Estimated University Natural Gas Consumption Volumes per Month in MMBtu

Customer: The University of Texas at Dallas

Month 11/1/24 – 10/31/25 11/1/25 – 10/31/26 11/1/26 – 10/31/27

November 35,250 35,250 37,013 December 35,000 35,000 36,750 January 44,500 44,500 46,725 February 37,000 37,000 38,850 March 34,000 34,000 35,700 April 26,000 26,000 27,300 May 19,500 19,500 20,475 June 19,000 19,000 19,950 July 18,750 18,750 19,688 August 18,000 18,000 18,900 September 20,000 20,000 21,000 October 26,500 26,500 27,825

Total: 333,500 333,500 350,176

Note: Volumes provided above include 3.69% line loss retention.

ADDENDUM B

Template for Fixed Price Transaction Confirmation

FOR IMMEDIATE DELIVERY

Date: _________________, 20____

Transaction Confirmation #____

This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated _________, 20____.

The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Base Contract.

SELLER:

Company Name Address, City, state, zip code U.S. Federal Tax ID Number:

Contact Person:

Phone: Fax:

Base Contract No. ________________________________ Transporter: _____________________________________ Transporter Contract Number: _______________________

BUYER:

The University of Texas at Arlington Office of Facilities Management 1225 W. Mitchell St.

Arlington, Texas 76013 Attn: John D. Hall Phone: (817) 272-2102 Fax: (817) 272-5805 Base Contract No. ________________________________ Transporter: Atmos Energy Corporation Transporter Contract Number: 5697

OR

The University of Texas at Dallas Facilities Management, M/S FM11 800 W. Campbell Road Richardson, Texas 75080 Attn: Dr. Calvin Jamison Phone: (972) 883-2213 Fax: (972) 883-2212 Base Contract No. ________________________________ Transporter: Atmos Energy Corporation Transporter Contract Number: ______________

Contract Price: Buyer agrees to purchase and Seller agrees to sell 100% of Buyer’s natural gas requirements at Bid #1 Indicative Price = (NYMEX plus HSC Basis) + / - $____/MMBtu OR Bid #2 Indicative Price = (NYMEX plus WAHA Index Price) + / - $____/MMBtu OR Bid #3 Indicative Price = (NYMEX plus NGPL TexOk Index Price) + / - $____/MMBtu from ___________, ________ through _________, _______. [Will select option before Contract is signed.]

Buyer has the right to lock-in a fixed Contract Price for any portion of the Contract Quantity up to and including Buyer’s Estimated Gas Consumption Volume set forth in Addendum A for any applicable Delivery Period within the selected Contract Term pursuant to Section 1.6 of the Special Provisions.

Buyer has the right to lock-in a fixed [WAHA/HSC/NGPL TexOk] Basis at any reasonable time during the Contract Term pursuant to Section

1.6 of the Special Provisions.

Buyer has the right to set lock trigger prices in advance indicating how much gas to lock when the NYMEX price for a given month(s) reaches specified price points at any reasonable time during the Contract Term pursuant to Section 1.6 of the Special Provisions.

At Buyer’s option, this Transaction Confirmation may be renewed on the same terms and conditions at mutually agreeable pricing for one or more additional periods for up to a cumulative total of _________ (____) additional years pursuant to Section 12 of the Special Provisions.

Notwithstanding the foregoing and the expiration of the Initial Term or any Extension Term, pursuant to Section 12 of the Special Provisions this Transaction Confirmation shall continue at the same Contract Price and terms on a month-to-month basis upon mutual written agreement by both Buyer and Seller until Buyer is able to negotiate and execute new agreements for the supply and transportation of Gas to the Delivery Point.

Delivery Period: Begin: _________, 20____ End: ___________, 20____

Performance Obligation and Contract Quantity: (Select One)

Firm (Fixed Quantity): Firm (Variable Quantity):

MMBtus/day 0 MMBtus/day Minimum EFP 2000 MMBtus/day Maximum for UT Arlington OR 2000 MMBtus/day Maximum for UT Dallas [Will select option before Contract is signed.]

Subject to Section 4.2. at election of Buyer or Seller

Delivery Point(s): Any and all then active pooling stations on Atmos’ pipeline. [Will select option before Contract is signed.] (If a pooling point is used, list a specific geographic and pipeline location):

Special Conditions: None.

Seller:

By: ____________________________________________

Name:

Title:

Date: __________________________________________

Buyer: The University of Texas at Arlington

By: ____________________________________________ Name: John D. Hall Title: Vice-President for Administration & Economic Development Date: __________________________________________

OR

Buyer: The University of Texas at Dallas

By: ___________________________________________ Name: Dr. Calvin Jamison Title: Vice-President for Facilities & Economic Development Date: __________________________________________

ADDENDUM C

FORM OF LIMITED AGENT LETTER

___________, 20____ Pipeline or LDC: Atmos Energy Corporation Attn: Transportation Contract Administration Address: 5420 LBJ Freeway, Suite 1575D Dallas, TX 75240

Re: Limited Agency Authorization

Ladies and Gentlemen:

Please be advised that The University of Texas at Arlington OR The University of Texas at Dallas [Will select option before Contract is signed.] (Customer) hereby appoints _______________ Company (Agent) as its limited agent with authority to act on its behalf in regards to the following functions effective ___________, 20____:

1. Agent is hereby authorized to obtain any information which Atmos Energy Corporation (Transporter) would otherwise release to Customer, which includes, but is not necessarily limited to, all transportation rates to Customer, all information concerning historic transportation gas to Customer, all available tax rate information with respect to the transportation of natural gas to or for Customer, and any other information or document copies in the possession of Transporter which pertain to Customer’s transportation of natural gas via Transporter. Said authorization expressly excludes pricing-related information of any other third party supplier of Customer.

2. Agent is authorized to make nominations of natural gas volumes on Customer’s behalf in accordance with

Customer’s transportation agreement(s) with Transporter. Such nominations will be based upon Customer’s historical and estimated usage.

3. Agent may have access to the timeliest information possible with respect to Customer’s daily and monthly usage and/or transportation volumes.

4. Customer and Agent recognize that this agency agreement does not relieve Customer of Customer’s responsibilities pursuant to Customer’s transportation agreement(s).

This Limited Agency Authorization shall become effective from the date written above and shall remain in full force and effect until terminated by Customer or Agent upon ten (10) days' prior written notice. Notice information for said parties is set forth below:

Agent Customer

__________________________ The University of Texas at Arlington

__________________________ Office of Facilities Management

__________________________ 1225 W. Mitchell Street, Suite

__________________________ Arlington, Texas 76013 __________________________ Attn: John D. Hall __________________________ Phone: 817-272-2102 Fax: 817-272-5805

OR

The University of Texas at Dallas Facilities Management, M/S

FM11

800 W. Campbell Road Richardson, Texas 75080 Attn: Dr. Calvin Jamison Phone: 972-883-2213 Fax: 972-883-2213

Sincerely, (Print Name)

(Title)

ADDENDUM D

HUB SUBCONTRACTING PLAN

[To be provided by Seller prior to Contract execution.]

ADDENDUM E

Affirmative Action Compliance Program

[To be provided by Seller prior to Contract execution.]

ADDENDUM F

CERTIFICATE OF INTERESTED PARTIES

ATTACHMENT C

EXECUTION OF OFFER

THIS EXECUTION OF OFFER MUST BE COMPLETED, SIGNED AND RETURNED WITH

BIDDER'S RESPONSE. FAILURE TO COMPLETE, SIGN AND RETURN THIS EXECUTION

OF OFFER WITH THE BIDDER’S RESPONSE MAY RESULT IN THE REJECTION OF THE

BID.

2.1 General Representations and Warranties. By signature hereon, Bidder represents and warrants the following:

2.1.1 Bidder offers and agrees to furnish the goods and services to University and comply with all terms, conditions, requirements and specifications set forth in this

RFB.

2.1.2 Bidder acknowledges and agrees that (1) this RFB is a solicitation for a bid and is not a contract or an offer to contract; (2) the submission of a bid in response to this RFB will not create a contract between University and Bidder; (3) University has made no representation or warranty, written or oral, that one or more contracts with University will be awarded under this RFB; and (4) Bidder will bear, as its sole risk and responsibility, any cost arising from Bidder’s preparation of a response to this RFB.

2.1.3 Bidder is a reputable company that is lawfully and regularly engaged in providing the goods and services.

2.1.4 Bidder has the necessary experience, knowledge, abilities, skills, and resources to provide the goods and perform the services.

2.1.5 Bidder is aware of, is fully informed about, and is in full compliance with all applicable federal, state and local laws, rules, regulations and ordinances.

2.1.6 Bidder understands (i) the requirements and specifications set forth in this RFB, and (ii) the terms and conditions set forth in the Contract under which Bidder will be required to operate.

2.1.7 If selected by University, Bidder will not delegate any of its duties or responsibilities under this RFB or the Contract to any sub-contractor, except as expressly provided in the Contract.

2.1.8 If selected by University, Bidder will maintain any insurance coverage required by the Contract during the entire term.

2.1.9 All statements, information and representations prepared and submitted in response to this RFB are current, complete, true and accurate. Bidder acknowledges that University will rely on such statements, information and representations in selecting Contractor. If selected by University, Bidder will notify

University immediately of any material change in any matters with regard to which Bidder has made a statement or representation or provided information.

2.1.10 BIDDER WILL DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, INDEMNIFY, AND HOLD

HARMLESS UNIVERSITY, THE UNIVERSITY OF TEXAS SYSTEM, THE STATE OF TEXAS,

AND ALL OF THEIR REGENTS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST

ALL ACTIONS, SUITS, DEMANDS, COSTS, DAMAGES, LIABILITIES AND OTHER CLAIMS OF

ANY NATURE, KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES

INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING,

ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY NEGLIGENT ACTS OR

OMISSIONS OR WILLFUL MISCONDUCT OF BIDDER OR ANY AGENT, EMPLOYEE,

SUBCONTRACTOR, OR SUPPLIER OF BIDDER IN THE EXECUTION OR PERFORMANCE OF

ANY CONTRACT OR AGREEMENT RESULTING FROM THIS RFB.

2.1.11 Pursuant to Sections 2107.008 and 2252.903, Government Code, any payments owing to Bidder under the Contract may be applied directly to any debt or delinquency that Bidder owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until such debt or delinquency is paid in full.

2.2 No Benefit to Public Servants. By signature hereon, Bidder affirms that it has not given or offered to give, nor does Bidder intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with its submitted bid. Failure to sign this Execution of Offer, or signing with a false statement, may void the submitted bid or any resulting contracts, and the Bidder may be removed from all lists of potential vendors at University.

2.3 Tax Certification. By signature hereon, Bidder certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, Tax Code, or that Bidder is exempt from the payment of those taxes, or that Bidder is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. A false certification will be deemed a material breach of any resulting contract or agreement and, at University's option, may result in termination of any resulting contract or agreement.

2.4 Antitrust Certification. By signature hereon, Bidder hereby certifies that neither Bidder nor any firm, corporation, partnership or institution represented by Bidder, or anyone acting for such firm, corporation or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et seq., Business and Commerce Code, or the federal antitrust laws, nor…