MEMORANDUM TO: FROM: DATE: Mayor and City Council Jack Thompson, City Manager February 5, 2025 SUBJECT: City Council Meeting Attached is your information packet for the Monday, February 10, 2025 City Council Meeting. If you have any questions about a particular item, please contact me. Grange NOTICEC OF REGULAR: MEETING OF THE CITY COUNCIL OF THE CITY OFLA GRANGE, TEXAS Ta In accordance with the provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code notice is hereby given that a Regular Meeting of the governing body oft the City ofLa Grange, Texas, will be held on the 10th day ofFebruary, 2025 at 6:00P.M. in the City Hall Council Chambers at 155 E. Colorado St., La Grange, Texas. I. CALLTOORDERROLL CALL II. PLEDGE OF ALLEGIANCE "Ipledge allegiance to the flag of the United States of America and to the Republic for which it stands, one "Honor the Texas flag; Ipledge allegiance to thee, Texas, one state, under God, one and indivisible. * nation, under God, indivisible, with. Liberty andJustice for all. " III. INVOCATION IV. PRESENTATIONS/PROCLAMATIONS V. PUBLIC HEARINGS SUBJECTS TO BE CONSIDERED FOR DISCUSSION AND/OR ADOPTION, APPROVAL, AMENDMENT, RATIFICATION OR OTHER ACTION AT SUCH MEETING INCLUDE: VI. CONSENT AGENDA (The Consent Agenda includes non-controversial and routine items that the Council may act on with one single vote. The Mayor or a Councimember may pull any item from the Consent Agenda in order that the Council discuss and act upon it individually as part oft the Regular agenda.) 1. Discuss and/or Consider approval of. January 27, 2025 minutes. Pg.1 Pg.5 2. Discuss and/or Consider appointing Kelsey Brooks to the Main Street Advisory Board. VII. REGULAR AGENDA ofCriminal Procedures. de Consejo Municipal. 1. Racial Profiling presentation by La Grange Police Department as required by Article 2.132 Texas Code 2. Discuss and/or Consider and take appropriate action on Order Calling for General Election of City Officers. Discutir y/o considerar y tomar acciôn apropriada sobre la autorizacion para La Orden de Eleccion General 3. Discuss and/or Consider approval of Election Services Contract between Fayette County Elections Administrator and the City ofLa Grange, Texas, relating to a General Election tol bel held on May 3, 2025. 4. Discuss and/or Consider Resolutions approving and authorizing a Natural Gas Supply Contract with Municipal Gas Acquisition and Supply Corporation and Texas Municipal Gas Acquisition and Supply Corporation VI; the issuance of Gas Supply Revenue Bonds, Series 2025 by Texas Municipal Gas Acquisition and Supply Corporation VI; purchase contracts, flex contracts and other City contracts Pg.8 Pg.24 Pg.28 described in the Resolutions; and other matters in connection therewith. Pg.35 5. Discuss and/or Consider approving an agreement with) Freese and Nicholst to conduct al Parks, Open Spaces and' Trails Master Plan. Pg.89 Pg.98 6. Discuss and/or Consider approval ofnewl hours of operation for the Casino Hall. VIII. CITY COUNCIL COMMITTEE/BOARDS/ADVISORY REPORTS 1. Airport Board 3. Library Board 4. Main Street Board 5. Tax Appraisal Board IX. STAFF UPDATES Review ofCurrent issues and projects Utility Usage Reports 2. La Grange Economic Development Corporation Pg.99 Pg.101 Pg.102 Pg.103 Pg.105 Pg.106 Pg.107 La Grange Police Department Monthly Report - January 2025 La Grange Community Development & Tourism- January 2025 Visitors Bureau Report Library Report - Museum/Archives Director's Report for January 2025 Fayette Public Library - Calendar of Events for February Randolph Rec Center/VFW Hall/Baseball, Softball, Soccer Fields Activity Report - January 2025 Monthly Building Report(s) - January 2025 X. CITIZEN. PARTICIPATION: (Registration forms are available on table as you enter the City Council Chambers. This form should be completed and delivered to the City Secretary prior to 6:00p.m. The City Council will receive the information, ask stafft to look into the matter,or place the issue ona future agenda. Topics ofoperational concerns shall be directed to the City Manager.) XI. ITEMS OF COMMUNITY INTEREST Items of community interest include expressions of thanks, congratulations, or condolence; information regarding holidayschedules; honorary recognitions ofo city officials, employees, or citizens; reminders about upcoming events sponsored by the City or other entity that is scheduled to be attended by a city official or employee; and amnouncements involving imminent threats to the public health and. safety. XII. EXECUTIVE SESSION The Council will meet in closed. Executive Session as authorized by the listedsection(s) of The Open. Meetings The Council may take final action on any oft the before mentioned matters while convened in open session pursuant to Chapter 551 of the Texas Government Code; it may also take certain action in executive session on competitive electric matters pursuant to Section. 551.086. The Council may also meet in closed. Executive Session, pursuant to Section 551.071, to receive advice from legal counsel (consultation with attorney) on Act, Section 551, Texas Government Code, to discuss the following matters: any items listed ini this notice. XIII. ADJOURNMENT Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services such as interpreters for persons who are deaf or hearing impaired, readers, large print or Braille, are requested to contact, Janet Bayer at 979/968-5805 at least two (2) work days prior to the meeting sO that appropriate More information on the above listed matters is available from the City ofLa Grange - Office of the City arrangements can be made. Manager at 979/968-5805. Postedat 1:15P.M. on this the 6th day ofFebruary, 2025. Bayp City Secrytary f La Grange City Council DEPARTMENT MEMO Grange Ta Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Consent Agenda #1 Janet Bayer, City Secretary oertary@citvolg.con 979-968-5805 SUBJECT: Discuss and/or Consider approval of] January 27, 2025 minutes SUMMARY Consider approval of] January 27, 2025 minutes as presented. PRIOR ACTION/INPUT (Council, Boards. Committees) N/A RECOMMENDATION Staff recommends approval of the minutes as presented; council consideration is respectfully requested. MANCIALIMPACT None ATTACHMENTS Draft Minutes DRAFT REGULAR COUNCIL MEETING-January: 27, 2025 The City Council ofthe City ofLa Grange met in Regular Session on in the City Hall Council Chambers at 155 E. Colorado Street with the following Monday, members January 27,2025, Mayor Jan Dockery, Mayor Pro tem Kathy Weishuhn, Councilmember Bonnie Busch, Councilmember present: Chris Jernigan, Councilmember Bryan Kerr, Councilmember Kim Newton, and Councilmember Ken Taylor. Councilmember(s) Katie Gross and Violet Zbranek were absent. Staff present: Jack Thompson, Assistant City Manager Frank Menefee, City Attorney Marie Angela Flores City Manager Beck, Secretary Janet Bayer, Finance Director Brett Wolff, and ChiefofPolice David Gilbreath. Caitlin Admire ofl Freese & Nichols, Charlee &. Josias Hernandez, John Pineda, Chris Little, Visitors: Lori City Kallus, Flags. Molly Adams, and Teresa von Rosenberg. Mayor Jan Dockery called the meeting to order. Next were pledges to the US and Texas Pastor Chris Little with Crosspointe Community Church gave the invocation. PRESENTATIONSPROCLAMATIONS Mayor Dockery issued a Proclamation declaring February 3-7, 2025, as School Counselor and recognized the contributions that LGISD school counselors make to the school district and the Week community ofLa Grange. PUBLIC HEARINGS None. CONSENT AGENDA The first item under consent agenda was to discuss and/or consider approval of December 2024 minutes. Motion Mayor Pro tem Weishuhn, Second Councilmember Taylor to 17, December 17, 2024, minutes as presented. Motion carried 6-0. approve the REGULAR AGENDA The first item under regular agenda was ai report on Code Enforcement, building permits and inspections by Gabe Huelsebusch, Code Official. In 2024, there were 34 code violation letters sent to property owners. In 2024, there were 456 permits issued that include building, electrical, plumbing, mechanical, and gas. In a typical day, the Building Inspector can do 5-8 residential inspections or an entire day on a commercial building inspection. The Bread Basket certificate of occupancy was spend issued at the end of December and is expected to open in the near future. The Gardenia Animal Shelter addition is nearing completion and the contractors are getting ready to start on the remodel ofthe original building. The second item was to discuss and/or consider proposed street closures for La Grange Uncorked on February 22, 2025. The Advisory Board ofLa Grange Main Street requested permission for the inner parking area by the north entrance oft the courthouse on Colorado Street which will be closing utilized for a registration area and live music. Motion Mayor Pro tem Weishuhn, Second Councilmember Jernigan to approve the street closures for La Grange Uncorked on February 22, 2025. Motion carried 6-0. -2-- DRAFT The third item was to discuss and/or consider new employee hours for city staff. City staffs seeks City Council approval to adjust the operating hours of City Hall, Police Administration, and the Recreation Center Director. The proposed change aims toj provide enhanced citizen access and improve employee work-life balance. Thej proposed hours are. MondayThursday from 7:30 AM to 5:00 PM, with ahalfhour lunch and Friday from 7:30. AM to 11:30. AM. Ifapproved, this schedule will go into effect Councilmember Newton, Second Councilmember Busch to approve the new employee hours for on Monday, February 3rd. Motion staff. Motion carried 6-0. City The fourth item was to discuss and/or consider approving Stafft to negotiate an with Freese and Nichols to conduct a Parks, Open Spaces and Trails Master Plan. The agreement ofLa issued a Request for Qualifications (RFQ) for the Parks, Open Spaces, and Trails Master City witha Grange a submission deadline ofNovember 22md, 2024, and five (5) firms responded. A: selection committee Plan, comprised of five (5) city staff members reviewed and graded the proposals, shortlisting three (3) firms: GSBS, Westwood, and Freese and Nichols for in-person interviews. Following the interviews, Freese and Nichols was chosen to proceed with agreement negotiations to develop the master plan. City staff requests City Council's approval to begin these negotiations. Motion Councilmember Taylor, Second Councilmember Busch to approve staff to negotiate an agreement with Freese and Nichols to conduct a Parks, Open Spaces and Trails Master Plan. Motion carried 6-0. City Council ommiteloardyAtiwy Reports 2025. The Main Street Board is meeting on Monday, February 3rd. Councimember Taylor stated the Tax Appraisal Board is meeting on Tuesday, January 28", Staff Updates City Manager Jack Thompson informed council that the surveys out to the citizens are online now: regarding branding. Paper copies can be picked up at City Hall for those that wish to complete the survey that way. The La Grange Chamber of Commerce has many new board members and is having a chamber mixer on February 11th at. JayDeez from 5-7pm. Record number sales tax figures are in for four months in ai row, sO that'sa a great way to start the 1st quarter of the: fiscal year. City Secretary Janet Bayer reminded council of the Notice ofDeadline to File an Application for the General Election. The last day to file is Friday, February 14th, at 5:00 pm. Chief ofl Police David Gilbreath went over his monthly report for December. He will give his report on racial profiling in February. Citizen Participation Under Citizen Participation, Teresa von Rosenberg spoke. Items of Community Interest Mayor Dockery presented a proclamation for Martin Luther King, Jr. Day on January 18th the MLK walk from the library to the square which was well attended by members of the community. during At 6:45 PM a Motion was made by Councilmember Newton, with a Second by Councilmember Taylor that the meeting be adjourned. Motion carried 6-0. 3-- DRAFT Janet Bayer, City Secretary These Minutes Approved by City Council on: Jan Dockery, Mayor La Council - Ta Grange City DEPARTMENT MEMO Grange Staff Contact: E-mail: Phone: Caleb Parks, Main Street Manager parks@eityofig.com 968-3017 Meeting Date: February 10, 2025 Agenda Item: Consent Agenda #2 2 SUBJECT: Discuss and/or Consider appointing Kelsey Brooks to the Main Street Advisory Board SUMMARY The La Grange Main Street. Advisory Board has eight (8) members appointed by the City Council and one (1) City Council member appointed by the Mayor. At least one of the eight Duties and responsibilities of the board include setting goals, implementing work plans to accomplish those goals, and providing oversight oft the Main Street program in Historic members shall be aj representative oft the youth of our community. voting Downtown La Grange. PRIOR ACTION/INPUT (Council, Boards. Committees) Board members serve two-year terms, and can serve a maximum of three consecutive terms, for up to at total of6 years. Previous board member, Erich Lehmann has since reached the term limit, leaving his position vacant. Kelsey has applied to the board and completed an interview with the Board's Nominating Committee. RECOMMENDATION The Main Street Advisory Board is recommending Kelsey Brooks be appointed to the vacant Board position. She is eligible for reappointment every two years for up to a maximum oft three terms. FINANCIAL IMPACT None ATTACHMENTS Application Form for Kelsey Brooks -5- GRANGE COMMUNITY DEVELOPMENT & Tou RISM Application for Appointment La Grange Main Street Advisory Board *All appointment recommendations are made by the members oft the La Grange Main Street Advisory Bosrd: and ane confirsted by City Council. Name: Address: Phone #: Email: Kelsey Brooks ulasténatgitn. How iong have you lived in La Grange? QlL my Ife Occupation: Oww Macs Dags Bor t Lovnge Place of Employment: MacT Dags Bov Louhge Listy youri invoivementi in other boards and community organizations: fayelic Counfy Toiv La Graneys Chomber List any special skils, talents, or resources that would help this Board: -fairly ood ai Mhaviehing / CoInvA fresh ickau List your current involvement with the Main Street Advisory Board: Wovul jove d get hhoe involvicel! Why are you Interested in serving on the Maln Street Advisory Board? Tb helt Dirtiv trc grcat things ditady Soin5 On Qrodel 64 hut Aiso Cic hew! -6- Have you attendeda a meeting of the Main Street Advisory Board? Ify yes, when? Not Met On which event committee are you interested in participating: Shop Local Schmeckenfest LG Uncorked Yexs Community Events Heritage Events Would you attend educational trai ning both in and out of town? Training would be at City'sexpense. Please specify any business or personal relationships with the city or othera activities, which might create a serious.conflicto ofinterest or affect your ability to serve if you should be appointed tot this board or commission: HAVins tai Wd/E ak c bon Statement ofintent lamaware of the meeting dates and times of the La Grange Main Street Advisory Board for whichi avea applied, and that members are expected to attend regularly yscheduled meetings. Absences should be for good cause and minimal. Excessive absences are covered in the Bylaws. Signature: RMg Bnug Datei 1/24 "Prior toa appointment itibrecommendedt that thec candidate attend a meeting of thet board as, well as serve on an evant committee tob become lamiliarwith the asandrgenib-dsel thez appointment being sought. Please Return This Form To: City of La Grange Main Street 155E. Colorado Lac Grange, TX78945, For Office Use Only: On This Date: Appointed To: Term Expires: -7- C9 La La Grange City Council DEPARTMENT MEMO Grange Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Regular Agenda # I Chief David Guibreath chietgeityoflg.com 968-5806 SUBJECT: Racial Profiling for La Grange Police. Department for 2024 SUMMARY: Texas has multiple bills that address racial profiling, including Senate Bill 1074, Senate Bill 1849 (the Sandra Bland Act), and Senate Bill 2093. These bills probibit racial profiling, require law enforcement agencies to adopt policies, and require the reporting of racial profiling data. PRIOR ACTIONINPUT (Couneil. Boards, Committees) N/A RECOMMENDATION FINANCIALIMPACT None ATTACHMENTS Racial Profiling statistics from January 1, 2024 through December31,2024 -8- LA GRANGE POLICE DEPARTMENT 243 South College Street . La Grange, Texas 78945-079.968-5806 MEMORANDUM To: Mayor and City Council From: Chief David Gilbreath Date: February 4. 2025 Subject: Racial Profiling Report for-2024 Mayor and Council, Attached you will find the racial breakdown of all the traffic stops conducted by the La Grange Police Department. The data was collected from January 01, 2024 through December 31, 2024. As indicated by the Tier 2 data provided, it shows that the La Grange Police Department does not have a problem regarding racial profiling practices. The continuing effort to collect police contact data will assure an on-going evaluation of the La Grange Police Departments practices. Chief of Police David Gilbreath Racial Profiling Report Full Agency Name: LA GRANGE POLICE DEPT. Reporting Date: 01/28/2025 TCOLE. Agency Number: 149204 Chief Administrator: CHARLES D. GILBREATH Agency Contact Information: Phone: (979)968-5806 Email: chief@cityoflg.com 243 S COLLEGE ST LA GRANGE, TX 78945 This Agency filed a full report Mailing Address: LAGRANGE POLICE DEPT. has adopted a detailed written policy on racial profiling. Our policy: I) clearly defines acts constituting racial profiling; 2)strictly prohibits peace officers employed by the LA GRANGE POLICE DEPT. from 3) implements a process by which an individual may file a complaint with the LAGRANGE profiling; engaging in racial the individual believes that a peace officer employed by the LAGRANGE POLICE DEPT POLICE DEPT. if racial profiling with respect to the individual; has engaged in 4)p provides public education relating to the agency's complaint process; 5requires appropriate corrective action to be taken against a peace officer employed POLICE DEPT. who, after an investigation, is shown to have engaged in racial profiling by the in LAGRANGE GRANGE POLICE DEPT. policy; violation oft the LA 6) requires collection ofinformation reiating to motor vehicle stops in which a to arrests made as a result ofthose stops, inciuding information relating to: warning or citation is issued and a. the race or ethnicity of the individual detained; b. whether a search was conducted and, ifso, whether the individual detained consented C.V whether the peace officer knew the race or ethnicity ofthe individual detained before to the search; d.w whether the peace officer used physical force that resulted in bodily injury during the individual; detaining that stop; e. the location oft the stop; f.the reason for the stop. 7) requires the chiefadministrator oft the agency, regardless of whether the administrator is or appointed, to submit an annual report oft the information collected under Subdivision elecied, to; employed, b. the governing body of each county on municipality served by the agency, ift the agency is an a, the Commission on Law Enforcement; and (6) county, municipality, or other political subdivision oft the state. agency rofa The LAGRANGE POLICE DEPT. has satisfied the statutory data audit requirements as prescribed in Article2 2.133 -10- 1of 9 (c), CodeofCriminal Procedure during the reporting period. Executed by: CHARLES D. GILBREATH ChiefofPolice Date: 01/28/2025 -11- 206 9 Hispanic /Lating 9 4 0 0 0 3 1 16 0 0 5 8 3 2 0 0 0 2 0 6 0 0 1 3 2 16 0 0 2 11 3 22 0 0 5 11 6 -12- 5of9 Contraband Atlaska Native 1 American Indian Asian/Pacific Islander Black White Hispanic VLatino Probable Alaska Native LA American Idian Aslan/Pacific Islander Black White Hispanic /Latino Inventory Alaska Native/American Indian Astan /Pacific Islander Black Whife Hispanic Latino Incidentto arrest Alaska Native / American indian Asian 1 Pacific Istander Black White Hispanic/Latino Was Contraband discovered? Yes Did the finding result in arrest? (total should equal previous column) Alaska Native/American Indian Aslan/Pacific islander Yes 0 Yes 0 Yes 2 Yes 0 Yes 0 No 0 No 0 No 0 No 11 No 3 Black White Hispanic/ /Latino No Alaska Native LA American Indian Asian, A Pacifie Islander Biack: Whiter Hispanic /Latino Description of contraband Drugs 7 0 0 1 5 1 1 0 0 1 0 0 0 0 0 0 0 0 7 0 0 0 5 7 1 0 0 0 1 0 0 0 0 0 0 0 0 -13- 6of9 Alaska Native 1 American Indian Asian F Pacific Islander Black White Bispanic /Latino Weapons Alaska Native A American Indian Asian/Pacific islander Black White Hispanic Latino Currency Alaska Native A American Indian Asian A Pacific Islander Black White Hitspanic/Latino Alcohol Alaska Native 1 American incian Aslan / Pacific Islander Black White Hispanic/Latino Stolen property Alaska Native/American indian Astan/Pacific: Islander Black White Hispanic Latino Other Alaska Native / American ladian Asian / Pacific Islander Black White Hispanic /Latino Result of the stop Verbal warning Alaska Native 7American Indian Asian/l Pacific Islander 0 0 0 0 0 706 2 5 86 463 150 725 2 9 77 405 232 1 0 0 0 0 1 14 0 0 1 7 6 0 0 0 0 0 0 Black White Hispanic/Latino Written waming Alaska Native 7 American Indian Asian / Pacific Istanden Black White Fispanic/Latino Citation Alaska Native / American Indian Asian/Pacific Islander Black White Hispanic /Latino Written warning and arrest Alaska Native /Americane Indian Asian /Pacific islander Black White Hispanic/Latinc Citation and arrest Alaska Native 7 American indian Asian Pacific islander Biack White Hispanic/Latino Arrest Alaska Native/American Indian Aslan/Pacifie Islander Black White Hispanic / Latino Arrest based on Violation of Penal Code 12 0 0 -14- 7ofs Alaska Native A American Indian Asian/Pacific islander Black White Hispanic /Latino Violation of TrafficLaw 6 5 2 0 0 0 1 1 0 0 0 Q 0 0 1 0 0 0 1 0 0 0 a 0 0 0 0 0 0 1446 4 14 164 875 389. -15- 8ofg Alaska Native American Indian Asian / Pacific Islander Black White Hispanic /Latino Violation of City Ordinance Alaska Native/American Indian Astan /F Pacific islander Black White Hispanic/Latino Outstanding Warrant Alaska Native TA American Indiane Asian /E Pacific islander Black White Hispanic Latino Was physical force resulting in bodily injury used: during stop? Vesi Alaska Native American Indian Asian/Pacific Islander Black White Hispanic /Latino Resuiting in Bodily Injury Toi Suspect Officer Both No Alaska Native American Indian Asian 1 Pacific Islander Black White Hispanic/Latino Number of complaints ofracial profiling Resuited in disciplinary action Did not result in disciplinary action Use TCOLE'S auto generated analysis Use Department's submifted analysis Total 0 0 0 XI Comparative Analysis Optional Narrative NA Submitted electronically to the The Texas Commission on Law Enforcement -16- 9ofg Racial Profiling Analysis Report LA GRANGE POLICE DEPT. 01,7 Tota! Traffic Stops 02. Location of Stop: a. City Street b. USI Highway C. County Road d. State Highway e. Private Property or Other 03.1 Was Race known pror to Stop: 1446 889 125 2 422 8 61.48% 8,64% 0.14% 29.18% 0.55% 85.20% 1480% a.NO b.YES 1232 214 04. Race or Ethnicity" a.A Alaska/ Native Amercan/ Indian b.A Asian/ Pacific Islander C.8 Black d. White e. Hispanic/ Latino 05. Gender: a. Female 4 14 164 875 389 596 1 5 71 369 150 850 3 9 93 506 239 0.28% 0.97% 11.34% 60,51% 26.90% 41.22% 0.07%: 035% 4.91% 25.52% 1037% 58.78% 0.21% 0.62% 643% 3499% 1653% LA Alaska/ Native American/ indian i. Asian/ Pacific islander IL Black iv. White V. Hispanic/Latino b. Male L Alaska/ Native American/ Indian i. Asian/ Pacific Islander i. Black iv. White V. Hispanic/ Latino 06 Reason for Stop: a.Violation ofL Law Alaska/ Native, American/ Indian FA Asian/ Pacific islander 1/28/2025 15 0 0 1.04%. 0:00% 0.00% -17- 1 of 7 Racial Profiling Analysis Report i. Black iv. White V. Hispanic/ Latino b. Pre-Existing Knowiedge i. Alaska/ Native American/ Indian i. Asian/ Pacific islander il. Black iv. White V. Hispanic/Latino CN Moving Traffic Violation - Alaska/ Native American/ Indian 1. Asian/ Pacific islander u. Black iv. White V. Hispanic/Latino d. Vehicle Traffic Violation Alaska/ Native American/ indian LA Asian/ Pacific (slander ii. Black iv. White Hispanic/Latino 07. Wasa a Search Conducted: I. Alaska/ Native American/Indian .A Asian/ Pacific Islander HI. Black iv. White V. Hispanic/ Latino b.YES 2 7 6 12 0 0 0 5 7 1395 4 14 156 849 372 24 0 0 6 14 4 1408 4 14 157 853 380 38 0 0 7 22 9 10 13.33% 46.67% 4000% 0.83% 0.00% 0.00% 0.00% 41.67% 58.33% 96.47% 0.29% 1.00% 11.18% 60.86% 26.6796 1.66% 0.00% 0.00% 25,00% 58.33% 16.67% 97.37% 0.28% 099% 11.15% 60.58%, 26.99% 2.63% 0,00% 0.0096 1842% 57.89% 2358% NO - Alaska/ Natives American/ Indian . Asian/ Pacific Islander inl. Black Mv. White V. Hispanic/ Latino 08. Reason for Search: a. Consent 1/28/2025 -18- 0.5996 2 of 7 Racial Profiling Analysis Report i. Alaska/ Native American/Indian LA Asian/ Pacific Islander il. Black iv. White V. Hispanic/ Latino b. Contraband in Plain View i. Alaska/ Native American/ Indian i. Asian/ Pacific Islander inl. Black iv. White V. Hispanic/ Latino c. Probable Cause i Alaska/ Native American/ Indian LA Asian/ Pacific Islander il. Black IV. White V. Hispanic/ Latino d Inventory 0 0 7 22 9 4 0 0 0 3 1 16 0 0 5 8 3 2 0 0 0 2 0 6 0 0 1 3 2 16 0 0 0 0 0 0 2 0.00% 0.00% 70.00% 220.00% 90.00% 0.28% 0.00% 0.00% 0.00% 75.00% 25.00% 1.11% 0.00% 0.00% 31.25% 50.00% 18.75% 0.14% 0.00% 0.00% 0.00% 100.00% 0.00% 0.41% 0.00% 0.00% 16.67% 50.00% 33.33% - Alaska/ Native American/ Indian i Asian/ Pacific Islander a. Black M. White V. Hispanc/ Latino e incident to Arrest - Alaska/ Native American/ Indian J Asian/ Pacific Islander i Blackc Nv. White V Hispanic/Lalino 09. Was Contraband Discovered 1 Alaska/Native American/ Indian Finding resuited in arrest YES Finding resulted in arrest -NO l Asian Pacific Islander Finding resuited i arrest - YES Finding resulted in arrest: -NO VES 1.,11% 0.00% 0.00% a. Slack 1/28/2025 12.50% -19- 3of 7 Racial Profiling Analysis Report Finding resulted in arrest YES Finding resulted in arrest - NO Finding resulted in arrest YES Finding resulted in arrest -NO Hispanic/Latino Finding resulted in arrest - YES Finding resulted in arrest- - NO i. Alaska/ Native American/ indian i. Asian/ Pacific Islander ii Black iv White Hispanic/ Latino 10. Description of Contraband: Alaska/ Native American/ Indian LLA Asian/ Pacific islander lt Black iv White V. Hispanic/ Latino b Currency 2 0 11 0 11 3 0 3 22 0 0 5 11 6 7 0 0 1 5 1 0 0 0 0 0 0 1 0 0 1 0 0 7 0 0 0 5 iv. White 6875% 18.75% b.NO 1.52% 0.00% 0,00% 22.73% 50.00% 27.27% a. Drugs 0,48% 0.00% 0.00% 14.29% 71.43% 14.29% 0.00% i Alaska/ Native Amencan/ Indian i Asian/ Pacific Islander i Black iv. White V Hispanc/ Latino cWeapons 0.07% 0.00% 0.00% 100,00% 0.00% 000% 0.48% 0.00% 0.00% 0.00% 71.43% Alaska/ Native American/ Indian LA Asian/ Pacific islander Bi. Black iv. White V. Hispanici Latino d. Alcohol - Alaska/ Native Amencant Indian 1E Astan/ Pacific islander i Black V White 1/28/2025 -20- 4 of 7 Racial Profiling Analysis Report V. Hispanic/ Latino .Stolen Property i Alaska/ Native American/ Indian H. Asian/ Pacific Islander ii. Black iv. White V. Hispanic/ Latino f.C Other 7 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 706 2 5 86 463 450 725 2 9 77 405 232 1 0 0 0 0 1 10000% 0,07% 000% 000% 000% 100.00% 0.00% 0.00% i Alaska/ Native American/ Indian LA Asian/ Pacific Islander i Black iv. White V. Hispanic/ Latino 11. Resuit of Stop: a. Verba! Warning A Alaska/ Native American/ Indian 1 Asian/ Pacific Islander i. Biack iv. White V. Hispanic/ Latino b.V Written Warning i. Alaska/ Native American/ Indian ii. Asian/ Pacific Islander ii. Black N. White V. Hispanic/latino G Citation 0.00% 48.82% 0,28% 0.71% 12.18% 65.58% 21.25% 50.14% 0.28% 1.24% 10.62% 55,86% 32.00% 0.07% 0.00% 0.00% 0.00% 0.00% 100.00% Alaska/ Native American/ Indian ti. Asian/ Pacific Islander lii. Black iv. White V, Hispanic/latino d, Written Warning and Arrest 3 Alaska/ Native Amenican indan in Asian/ Pacific Islander . Black M, White M. Hispanic/ Latino 1/28/2025 -21- 5 of 7 Racial Profiling Analysis Report e Citation and Arrest 6 Alaska/ Native American/ Indian LLA Asian/ Pacific islander . Black iv. White V. Hispanic/Latino fArrest 14 0 0 1 7 6 0 0 0 0 0 0 12 0 0 1 6 5 2 0 0 0 1 1 0 0 0 0 0 0 1 0 0 0 7 0 0.97% 0.00% 0.00% 7.14% 50.00% 42.86% 0.00% 1 Alaska/ Native American/ Indian i. Asian/ Pacific Islander IL. Black iv White V Hispanic/ Latino 12. Arrest Based On: a.) Miolation of Penal Code i. Alaska/ Native American/Indian RLA Asian/ Pacific islander lit. Black iv. White V Hispanic/Latino b Violation of Traffic Law Alaska/ Native American/ indan i Asian/ Pacific Islander in. Black iv. White V Hispanic/ Latino C.V Violation of City Ordnance 1. Alaska/ Native American/ Indian i Asian/ Pacific slander hi. Black iv Whte V. Hispanic/Latino d Outstanding Warrant : Alaskal Native American/ Indian ii Astan/ Pacific Islander 1: Black iv. White V Hispanic/latino 0.83% 0.00% 0.00% 8.33% 50.00% 41.67% 0.14% 0.00% 0.00% 0.00% 50.00% 50.00% 0.00% 0.07% 0.0096 000%. 0.00% 100.90% 0.40% -22- 1/28/2025 6of 7 Racial Profiling Analysis Report 13. Was Physical Force Used: . Alaska/ Native American/ Indian LLA Asian/ Pacific Islander lit. Black iv. White V. Hispanic/Latino b.YES a.NO 1446 4 14 164 875 389 0 0 0 0 0 0 0 0 0 100,00% 0.28% 0.97% 11.34% 60.51% 26.90% 0.00% . Alaska/ Native American/ Indian iL Asian/ Pacific Islander E. Black iv. White V. Hispanic/ Latino b1.YES: Physical Force Resulting ini Bodily Injury to Suspect b2.YES: Physical Force Resulting in Bodily injury to Officer b3.Y YES: Physical Force Resulting in Bodily Injury to Both 14. Total Number of Racial Profling Complaints Received: REPORT DATE COMPLED 01/28/2025 -23- 1/28/2025 of 7 La Grange City Council DEPARTMENT MEMO Grange Ta Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Regular. Agenda #2 Janet Bayer, City Secretary ioseriary@civolg.en 979-968-5805 SUBJECT: Discuss and/or Consider and take appropriate action on Order Calling for Election ofCity Officers. Discutir y/o considerar y tomar acciôn apropriada sobre la autorizacion para La Orden de Eleccion de Consejo Municipal. SUMMARY May 3, 2025-City Officers' Election 3 de mayo de 2025-Eleccion de Oficiales Municipales February14 14 de febrero February 18 18 de febrero April 21 21 de abril April 29 29 de abril May 3 3 de mayo May 6-14 el diesiceis 14 de mayo Last day to file application for place on ballot (must be received by 5:00p.m.) Ultimo dia para presentar solicitud para un lugar en la boleta electoral (debe ser Last day for a write-in candidate to declare candidacy (must be received by 5:00 Ultimo dia para que un candidato por escrito declare o] presente su candidatura recibida no mas tarde que las cinco de la tarde) p.m.) (debe ser recibida no mâs tarde que las cinco del lai tarde) First day for early voting by personal appearance Primer dia de votacion adelantada enj persona Last day of early voting by personal appearance Ultimo dia de votaciôn adelantada en persona Election Day Dia de la Elecciôn Period for Official Canvass of Election Entre 6 de mayo hasta Periodo para conducir escrutinio de la elecciôn -24- The following councilmembers are up for election in 2025: Los siguientes los siguientes consejales del Consejo estân sujetos a elecciôn en 2025: General Election -2y year term (Eleccion General - Plazo de 2Ano) Mayor/ Alcalde - Jan Dockery Ward 1/D Distrito 1 -] Katie Gross Ward 2/ /Distrito 2 - Ken Taylor Ward 3/1 Distrito 3 - Bonnie Busch Ward 4/Distrito 4 - Chris. Jernigan PRIOR ACTIONINPUTICAuml, Boards, Committees) N/A RECOMMENDATION N/A FINANCIAL IMPACT None ATTACHMENTS Order of General Election for Municipalities RS-111808- Pg.2-25- ORDER OF GENERAL ELECTIONFORI MUNICIPALITIES An election is hereby ordered to be held on May 3, 2025 fort the purpose of voting on: Electing the following officers of the City Council oft the City ofLa Grange, Texas: Mayor Councilmember Ward 1 Councilmember Ward 2 Councilmember Ward 3 Councilmember Ward 4 Early voting by personal appearance will be conducted each weekday at: Meadows Building - Fayette County. Elections Office, 275 Ellinger Road, La Grange, TX 78945 (location) Early Voting Dates: April 22- - April 29, 2025 April 22nd -April 25th (7:00 a.m.- -5:00 p.m.) April 28th- April 29th (7:00a.m. -5:00 p.m.) Applications for ballot by mail shall be mailed to: Donna Macik (979)968-6563 (Telephone #) AIRIR2CAINSTESIE (email) (Name ofl Early Voting Clerk) 275 Ellinger Road - P.O. Box 605 (Address) LaGrange TX (City) 78945 tps/www.co.fayettexuspagefeyette.Flections Applications for ballots by mail (ABBMs) must be received no later than the close ofbusiness on: April22nd,2025 Federal Post Card Applications (FPCAs) must be received no later than the close ofbusiness on: Apri122m4.2025 Issued this the 10th day ofFebruary, 2025. Signature of Mayor Signature of Councilmember Signature of Councilmember Signature of Councilmember Signature of Councilmember Signature ofCouncilmember Signature of Councilmember Signature of Councilmember Signature of Councilmember Instruction Note: A copy oft this election order must be delivered to the County Clerk/Elections Administrator and Voter Registrar not later than 60 -26-s before election day. ORDENDE ELECCIONGENERAL PARAI MUNICIPIOS Por laj presente se ordena celebrar una elecciôn el 3 de mayo de 2025 con el proposito de votar. sobre: Elegir los siguientes consejales del consejo municipal de la Ciudad de La Grange, Texas: Alcalde Consejal Distrito 1 Consejal Distrito 2 Consejal Distrito 3 Consejal Distrito 4 Lai votacion adelantada en, persona. se llevarà a cabo de lunes a viernes en: Meadows Building - Fayette County. Elections Office- - 275 Ellinger Road, La Grange, TX 78945 (sitio) Fechas para la votacion adelantada: 22 de abril hasta el 29 de abril, 2025 22 de abril hasta el 25 de abril (desde las 7:00 de la manana hasta las 5:00 de la tarde) 28 de abril hasta el 29 de abril (desde las 7:00 de lai manana hasta las 5:00 de lat tarde) Las. solicitudes para boletas que se votardn adelantada por correo deberdn enviarse a: Doma Macik (979)968-6563 Numero de telefono) mmadTee (Direccion de Corre electronico)) (Nombre del Secretariola de la Votaciôn. Adelantada 275. Ellinger Road- P.O. Box 605 (Direccion) La Grange, TX (Ciudad) 78945 phafayse.uspevellaions Las. solicitudes para boletas que se votaran adelantada por correo deberan recibirse no mas tardar de las La Tarjeta. Federal. Postal de Solicitud deberan recibirse no mas tarder de las horas de negocio el: 22 de abril de 2025. horas de negocio el: 22 de abril de 2025. Emitida este dia 10h de febrero de 2025. Firma del Alcalde Firma de Consejal Firma de Consejal Firma de Consejal Firma de Consejal Firma de Consejal Firma de Consejal Firma de Consejal Firma de Consejal Nota de instruccion: Se deberd entregar una copia de esta orden de eleccion alla la Secretario(a) del Comlao.Admlnlsradere, de Elecciones y ellla Registrador(a) de Votantes ai màs tardar 60 dias antes del dia de eleccion. -27- La Grange City Council DEPARTMENT MEMO Ta Grange Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Regular Agenda #3 Janet Bayer, City Secretary osertar@ctyotg.on 979-968-5805 SUBJECT: Discuss and/or Consider approval of] Election Services Contract between Fayette County Elections Administrator and the City ofLa Grange, Texas, relating to a General Election to be held on May 3,2025 SUMMARY The Elections Administrator and the City have determined that it is ini the public interest of the inhabitants oft the City, who are also inhabitants of the County, that this Election Services Contract, made also in accordance with and based on the Interlocal Cooperation Act, Chapter 791, Government Code, as amended, be made and entered into for the purposes of having the County and the Elections Administrator furnish to the City certain voting system equipment, voting equipment, and election services in order that the City may conduct its election ofMay 3, 2025, hereinafter referred to as the "election" or as the "May 3, 2025 election". PRIOR ACTION/INPUT (Council, Boards. Committees) N/A RECOMMENDATION Staff recommends approval of the Election Services Contract FINANCIAL IMPACT N/A ATTACHMENTS Election Services Contract -28- ELECTION SERVICES CONTRACT AND THE CITY OF LA GRANGE BETWEEN FAYETTE COUNTY ELECTIONS ADMINISTRATOR RELATING TO AN: ELECTIONTO. BE HELD ON MAY3, 2025 THE STATE OF TEXAS $ COUNTY OF FAYETTE $ S This Election Services Contract is made and is entered: intoj pursuant to $31.092, Texas Election Code, by and between the FAYETTE COUNTY ELECTIONS ADMINISTRATOR, Donna Macik (the "ELECTIONS ADMINISTRATOR). the duly appointed County Elections Administrator for Fayette County, Texas (the "COUNTY") and the CITY OF LA GRANGE (the "CITY "), and is based upon the following terms and conditions: PURPOSEOF AGREEMENTANDAUTHORITY The County owns an electronic voting system that the County has obtained from Elections Systems and Software (hereinafter "ES&S"). The electronic voting system has been duly approved by the Secretary of State pursuant to 9122.031-122.039, $122.061 and $122.091, Texas Election Code, as amended, and duly approved by the United States Department of] Justice pursuant to the Voting Rights Act of1965, as amended, for use in Fayette County. The City desires to use portions of the County's electronic voting system in its election, said portions hereinafter referred to as the "voting system equipment," and desires to obtain limited election services, as further set out herein, from the County through the Elections Administrator. The City is willing to compensate the County for such use and services, in accordance with the applicable provisions of Chapters 31 and 123 oft the Texas Election Code, as amended. Thel Elections Administrator and the City have determined thati iti is in thej public interest ofthei inhabitants ofthe City, who are also inhabitants ofthe County, that this Election Services Contract, made also in accordance with and based on the Interlocal Cooperation Act, Chapter 791, Government Code, as amended, be made and entered into for the purposes of] having the County and the Elections Administrator furnish to the City certain voting system equipment, voting equipment, and election services in order that the City may conduct its election of May 3, 2025, hereinafter referred to as the "election" or as the "May 3, 2025 election". DUTIESANDSERVICESOE THE ELECTIONS ADMINISTRATOR: . Conduct all Early Voting for the City's election each weekday, Tuesday, April 22 through Tuesday, April 29 with Early Voting conducted at the Fayette County Elections Office, Meadows 2 Conduct all Election Day voting and tabulation for the City's election on Saturday, May 3,2025 from 7:00 am to 7:00 pm at the La Grange City Hall, 155 E Colorado St, La Grange, TX 78945, as well as oversee tabulation ofa all voted ballots from Early Voting and Election Day, excluding 3. Supervise meeting, ifrequired or requested, of Early Voting Ballot Board to qualifyanyProvision 4. Coordinate between the City and ES&S to order the ballots for the City's election and perform 5. Serve as sole custodian ofall ballots fr-29-he time ofreceipt from ES&S, to the time of delivery oftabulated results to the City'srepresentative: after 7:00 pm on Election Day. Building, 275 Ellinger Road, La Grange, TX7 78945. any Provisional Ballots received. Ballots received during the City's election. ballot proofing, Spanish translation and spelling. Provide unofficial tabulated election results to City'srepresentative as soon as possible after 7:00 pm on the City Election Day, with unofficial results from the election announced thereafter on 7. Submit to the City for approval, two (2) names of qualified registered voters to conduct Early Voting ands serve on Election Day as Presiding Judge and Alternate Judge, for a minimum of13 hours each, to be paid by the City. In addition, the Alternate Judge will serve during Election Day as the Presiding Judge of the Early Voting Ballot Board, which includes qualifying Provisional Ballots if needed and serving as the Presiding Judge oft the Tabulation Board. 9. Submit all information necessary to the City forj payment by the City of all election workers who 10. Order supplies needed to conduct the City'selection, with supplies to bel billed directly tot the City 11. Provide advisory services, through the Elections Administrator and during standard County 12 Provide voting system equipment from the County to the City for use during the election which consists of the ES&S Express Vote Ballot Marking Device and peripherals and mailing of flash drives to. ES&S forj programming in accordance with the number of units rented. 13. Transport, setup, andi return all voting system equipment used for the election. Election Day by the City'srepresentative. . Notify Presiding and Alternate Judges ofa appointment worked the election oft the City. and paid for by the City. business hours, to the City's representative or contact person. DUTIESAND SERVICES OF THECITY: The Cityi is contracting with the Fayette County Election Office to assist the City with their May 3,2 2025 election. The City'sr responsibilities in regard to the election are as follows: 1. Arrange for polling places. 2. Procure ballots and sample ballots through the County. 3. Post all required notices for the City's election. 4. Approve the names of qualified registered voters identified by the County to conduct Early Voting, Election Day voting, Early Voting Ballot Board duties, and tabulation duties for the 5. Fax copies of applications for ballots by mail received at the City's office to the County within 6. Pay all election workers oft the election for the City, and prepare W-2 or 1099: fori ifnecessary. 7. Provide the County with the candidate information needed to order ballots and program voting 8. Reimburse the County forj postage costs incurred mailing ballots to voters in the City's sElection. 9. Pay media programming costs (including postage costs) and all invoices for supplies associated 10. Make public announcements through the City's representative of unofficial tabulated election 11. Accept responsibility, by the City's representative, on Election Day after 7pm, ofall tabulated ballots, as well as any leftover ballots and election supplies, excluding the provisionall ballots, City's election. 241 hours ofreceipt. equipment. with the City's election. results for the City's election of May 3,2025. after delivery of unofficial tabulated results. BALLOTS final the The City will be billed directly by ES&S for costs concerning preparation oft the ballots by ES&S. The City agrees toj pay ES&S for those and any associated cos 30-The City also agrees that upon approval by the of ballot proof, the County will have the authority to order the ballot for the election for the City with the City charge from ES&S forj preparation oft the ballots tol be incurred and paid for by the City. USEOFCOUNTY VOTING EOUIPMENT: The City shall use the electronic voting system equipment and supplies in a careful and proper manner. The City shall take note ofhow the unit was packed uponi receipt, andj pack unit for return inl like manner. The shall take receipt oft the voting system equipment from the County through the Elections Office. The City shall City comply with the manufacturer' 's manual, enclosed in each ExpressVote case, as well as any otheri instructions from the Elections Office as to the use and operation ofsaid electronic voting system equipment and with any laws, ordinances, and regulations relating to the possession, use and maintenance of the electronic voting system equipment, and shall limit its use only for the purposes ofholding the election. CONDITION OF OUPAINIUPONRICIFE The City shall inspect the voting system equipment within twenty-four (24) business hours after receipt oft the voting system equipment. Unless the City, within this period of time, gives written notice to the County, specifying any defects in or other objections to the voting system equipment, the City agrees that it shall conclusively be presumed that the City has fully inspected and has acknowledged that the voting system equipment isi in good condition and repair andi that the Cityi is satisfied with and has accepted the votingsystem equipment in such good condition and repair. After the election, and before returning the voting system equipment to the County, the City shall inspect the voting system equipment again, and complete the Equipment Inventory List and return the completed list with the voting system equipment. INSPECTION: The County and the Elections Administrator shall at all times during the election have the right to enter on the premises where the election is being held for the purposes of inspecting the voting system equipment and observing its use. ALIERATIONS: The City acknowledges that the voting system equipment is technical and the City shall make no alterations tot the voting system equipment. The City shall not remove the installed 8GB programmed flash drive for any reason, without thej prior consent of the Elections Administrator. CAREAND: STORAGE: The City, at its own cost and expense, shall keep the voting system equipment in a dry, secure and protected location before, during, and after the election. The City shall also keep equipment in good condition during operation and storage, and shall see that the voting system equipment is not subjected to inclement weather or to careless or rough usage. LOSSANDDAMAGE: The City assumes all risk ofl loss and damage to the voting system equipment from any cause whileiti is in the possession of the City. In the event ofl loss or damage to the voting system equipment while in thej possession ofthe City, the City, at the option oft the County, shall: Pay for thei repair ofthe voting system equipment, at the City's cost and expense, subjecthowever 2 Replace the property with like propert, -31-, am ES&S, in good repair, which property shall then to warranty coverage provided by the manufacturer, become subject tot this Contract, or 3. Pay to the County three thousand, five hundred and thirty dollars ($3,530.00) for the loss and damage, occurring whilei ini thej possession ofthe City, ofeach] ES&S ExpressVote Ballot Marking Device, which is the "stipulated loss value" ofeach ES&S ExpressVote Ballot Marking Device. EENLRALCONDITONS Nothing contained: int this Contract shall authorize or permit a change in the officer with whomor thej place at which any document or record relating to the election is tol be filed, the place at which any function is to be carried out, the officers who conduct the official canvass of the election returns, the officert to serve: as custodian ofthe voted ballots or other election records, or any other non-transferable functions specified by $31.096, Texas Election Code, as amended. 2. The Elections Administrator shall file copies oft this Contract with the County Judge and with the 3. Nothing containedi int this Contract shall be construed to interfere with an election tol be conducted County Auditor of Fayette County, Texas. by) Fayette County, Texas. COMPENSATION: In accordance with $31.100(b), Texas Election Code, as amended, only the actual expenses attributable to the Election Services Contract shall be charged. The City agrees to pay to the directly County $3,850.00(three thousand, eight hundred and fifty dollars) plus an administration fee of$275.00 (twohundred and seventy-five dollars) for a total of$4,125.00 (four thousand, one hundred and twenty-five Election Services Contract Fund. The Elections Administrator or the County Auditor or the Elections Systems and Software (ES&S) vendor shall submit to the City cost for the equipment provided, along with any actual expenses incurred by the County or the Elections Administrator ini regard to providing the ES&S ExpressVote Ballot Marking Device(s) for the City's election, including expenses for additional test ballots, ifany, ink cartridges, postage and supplies, no later than twenty (20) days after the election, or no later than twenty (20) days after the County receives any billing from ES&S, if any, whichever date is later. The shall payt the cost oft the equipment provided, and the actual expenses, within thirty (30) days ofreceipt by City the for the dollars) conduction of the election (See Appendix A). This money will be deposited in its entirety to the county City of the statement. MISCELLANEOUS. COMPENSATION: The Elections Administrator and the City agree that the County will incur costs and expenses in connection with the making of arrangements and preparations for the City's election, and in the event the election to be held at the expense oft the City is enjoined or cancelled, or if for any reason whatsoever the City shall decide not to proceed with the election, or if the date of the election is postponed or otherwise changed, the City agrees it shall be obligated to the County for payment to the County of the cost incurred by the behalf of the City until the date the City notifies the County of the cancellation of the election, County for any materials, supplies and postage concerning the City's election and for any additional test ballots or other supplies, as well as an administrative fee of$100.00 (one hundred dollars) to be paid to the County, which costs are agreed by the City to be fair and reasonable costs and expenses incurred and to be incurred by the on County in making arrangements and preparations fort the City'selection. -32- AMENDMENTS: Any Amendments or additions to this Contract must be in writing and must be signed by the Elections Administrator on behalf oft the County, and signed by the City, in order tol be valid and ofe effect. IN WITNESS WHEREOF, the Elections Administrator and the City have executed this Contract in two originals on the respective dates written below their signatures, said Contract being effective, complete and binding as tol both the Elections Administrator and the City as ofand on thel later date ofs signature set forth below. FAVETTECOUNTY ELECTIONSADMINISTRATOR Approved for the Elections Administrator: Donna Macik Fayette County] Elections Administrator P.O.Box 605 La Grange, Texas 78945 Phone: (979)968-6563 Fax: (979)968-6426 DATE: Blake A. Watson Assistant Fayette County Attorney DATE: THE CIYOFLAGRANGE ATTEST: By: Printed Name: Title: DATE: By: Printed Name: Title: DATE: Maria Angela Flores Beck City Attorney DATE: -33- APPENDIX. A Fee for Political Subdivision who Contracts with County to Conduct the Election Fee for Political Subdivision who Joins aFayette County Election Plus wages, supplies, fees etc. TBD TBD TBD TBD TBD Number of Voters 1-500 501-1500 1501-2500 2500-3500 3500+ County Election County Election Rate Rate Admin Fee Total Admin programming Total Fee $550.00 $275.00 $825.00 $550.00 $275.00 $1,650.00 $275.00 $1,925.00 $1,650.00 $275.00 $2,750.00 $275.00 $3,025.00 $2,750.00 $275.00 $3,850.00 $275.00 $4,125.00 $3,850.00 $275.00 $4,950.00 $275.00 $5,225.00 $4,950.00 $275.00 Contract for Election Equipment Services only TBD TBD TBD TBD TBD Cost per each piece Election of equipment for each day ofu use Early Election only total total Admin Fee Voting Day only Combined Early and Express Vote Election Day total $1,700.00 $160.00 $100.00 $1,400.00 $300.00 -34- La Grange City Council DEPARTMENT MIEMO Grange Ta Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Regular Agenda # 4 Jack Thompson, City Manager tiompson@etyotgcom 968-5805 SUBJECT: Discuss and/or Consider Resolutions approving and authorizing a Natural Gas Supply Contract with Municipal Gas Acquisition and Supply Corporation and Texas Municipal Gas Acquisition and Supply Corporation VI; the issuance of Gas Supply Revenue Bonds, Series 2025 by Texas Municipal Gas Acquisition and Supply Corporation VI; purchase contracts, flex contracts and other City contracts described in the Resolutions; and other matters in connection therewith. SUMMARY Thisi is a consideration for the City Council authorizing, through the adoption ofa Resolution, a Natural Gas Supply Contract with TexGas VI and the issuance of Gas Supply Revenue Bonds. Following this cover memo is detailed description of this Resolution. PRIOR ACTIONINPUT/Cmndl. Boards, Committees) None RECOMMENDATION Approve Resolution 25-01 FINANCIALI IMPACT None ATTACHMENTS Briefing Memorandum Resolution 25-01 Agency Agreement Natural Gas Supply Contract 35- NORTON ROSE FULBRIGHT Norton Rose Fulbright US LLP 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 Tel(713)651-5151 Fax( (713)651-5246 noronrosetulbrghu.com Memorandum To From Direct line Email Re Honorable Mayor and Council Members City ofLa Grange, Texas Bryon G. Farnsworth and Fredric A. (Rick) Weber +1303.8012757 +17136513628 MuniGas and TexGas VI Date January 30, 2025 yonfamsworth@nontonroselubrghtcom: reanc.weber@nortonrortonroselulbright.com Proposed Resolutions Approving TexGas VI Bonds and al Natural Gas Supply Contract with This memo is intended to brief you concerning the proposed resolutions. A. Background: 1. Cooperative Contract: The City of La Grange (the "City") and Municipal Gas Acquisition and Supply Corporation ("MuniGas") previously entered into a Joint Gas Purchase Contract (the "Cooperative Contract") and incorporating Purchase Contracts ("Purchase Contracts") with various municipalities (the Requirements Buyers"). Under the terms of the Cooperative Contract, MuniGas agreed to use reasonable efforts to acquire one or more gas producing mineral interests or gas contracts and to sell its gas production or purchases through the City, as purchasing agent, to the Requirements Buyers, up to their requirements, at a discount from their monthly gas prices. The City's obligations under the Cooperative Contract are limited to gas received from MuniGas and revenue Flex Sales: MuniGas and the City have entered into Spot Gas Sales Contracts ("Flex Contracts") with other local governments ("Flex Buyers") under which MuniGas makes short-term sales of gas not required to supply the Requirements Buyers through the City, also at a discount from prices otherwise available to Flex Buyers. The City's obligations under the Flex Contracts are also limited to gas received from MuniGas and revenue received from the Flex Buyers. xchange/Balancing: MuniGas and BP Energy Company (the "Exchanger- Balancer") previously entered into a Gas Exchange and Annual Balancing Agreement (the "Exchange Agreement"). Under the Exchange Agreement, the Exchanger-Balancer delivers gas at the city gates of Requirements Buyers and Flex Buyers when needed in exchange for gas delivered by MuniGas ata a market center when available from production or contracted supply. Temporary received from the buyers of the gas. 2. 3. Norton Rose Fulbright US LLPisali limited liability partnership registered under thel laws of Texas. 296281467.3 regulatoryi information, are Norton South Africa Rose Inc Fulbright ares separate USI LLP, legale Norton entities Rose and Fulbright allo oft thema LLP, are Norton members Rose of Fulbright Norton Rose Australia, Norton Rose Fulbright Canadal LLP and Norton Rose Fulbright coordinate the activities oft the members but does noti itself provide le-3 36- -viçes to clients. Fulbright Details Verein, ofe each a Swiss verein. with Norton certain Rosel Fulbright Verein! helps available atmontonpselubrigitcom. entity, Honorable Mayor and Council Members City of La Grange, Texas January 30, 2025 Page 2 imbalances of gas are cured within 24 or 36 months by reversing any imbalance Prior Prepaid Gas Supply: In 2006, 2007, 2012, 2023, and 2024, respectively, each of Texas Municipal Gas Acquisition and Supply Corporation I ("TexGas! "), Texas Municipal Gas Acquisition and Supply Corporation II ("TexGas I), Texas Municipal Gas Acquisition and Supply Corporation III ("TexGas Ir), Texas Municipal Gas Acquisition and Supply Corporation IV ("TexGas IV), and Texas Municipal Gas Acquisition and Supply Corporation V ("TexGas V) issued bonds, acquired long-term prepaid natural gas supplies, and entered into contracts to sell all of the acquired gas through the City to MuniGas to enable MuniGas to satisfy Need for Additional Supply: The existing prepaid natural gas supplies of TexGas I,TexGas II, and TexGas Ill will end in 2026, 2027, and 2032, respectively, and as such the program has a need for additional long-term gas supplies to meet TexGas VI Bonds: Texas Municipal Gas Acquisition and Supply Corporation VI ("TexGas Vr) was created with your approval to acquire and supply additional gas supplies to local governments through MuniGas. TexGas VI proposes to issue up to $2 billion of bonds (the "Bonds") to acquire an additional prepaid gas supply contract (the "Prepaid Contract") from ML Prepay Gas 2, LLC (the Prepaid Seller"), and to sell the acquired gas through the City to MuniGas for use in its municipal ino deliveries and, until reversed, are secured by cash deposits. 4. its obligations under the Cooperative Contract. 5. the requirements ofe existing and future Requirements Buyers. 6. gas purchasing program. B. Proposed Action: Adopt the enclosed resolutions (1) to enable TexGas VI toi issue the Bonds, (2) to renew and supplement previously granted authority to enter into Purchase Contracts and Flex Contracts with approved local governments and' Texas state agencies, and (3)to authorize execution and delivery of the City contracts described in the resolutions and discussed below. All of the City's obligations under the contracts would be payable only from and to the extent of the revenues and property provided by the other Resale Contract: Under a Natural Gas Supply Contract (the "Resale Contract"), TexGas VI would sell all gas purchased under the Prepaid Contract through the City to 1. Sale and Delivery: TexGas VI would sell and deliver to the City, the City would sell and deliver to MuniGas, and the City and MuniGas would receive and purchase the natural gas sold and delivered to TexGas VI under the Prepaid Contract at the same delivery point. TexGas VI would warrant title to the gas. MuniGas would take the gas away from the delivery point and pay any taxes due Payment: MuniGas would be required to pay for the gas on terms described in the Resale Contract. The City would be required to pay the same price, but only parties to the contracts, not from other City funds. C. MuniGas on the following terms: at or downstream from the delivery point. 2. 296281467.3 -37- Honorable Mayor and Council Members City of La Grange, Texas January 30, 2025 Page 3 from payments made by! MuniGas. MuniGas would payt the purchase price directly tot the Trustee for the Bondholders, satisfying the City's obligations. 3. City Fees: TexGas VI would agree to pay to the City its expenses, if any, associated with the Bonds and an initial fee in an amount agreed to by the City, not to exceed 0.1% of the principal amount of the Bonds (in addition to fees payable to the City under the Cooperative Contract and Flex Contracts). TerminationfSuspension: TexGas VI would be permitted to terminate or suspend gas sales under the Resale Contract if an event of default occurs. 4. D. Agency Agreement: An Agency Agreement among MuniGas, TexGas VI, the City, the Prepaid Seller, and Merrill Lynch Commodities, Inc. would authorize Merrill Lynch Commodities, Inc. to act (without charge) as agent for MuniGas, the City, TexGas Vi, and the Prepaid Seller for the purpose of nominating physical natural gas quantities to be sold or exchanged and delivered at the delivery point under the Prepaid Contract, the Resale Ify you have any questions concerning the proposed action, please feel free to call Bryonat (303) Contract, and the Exchange Agreement. 801-2757 or Rick at (713) 417-6462. BGF, FAW Attachment Mr. Jack Thompson, City Manager Mr. Robert D. Murphy (MERC) 296281467.3 -38- RESOLUTION2S-0I RESOLUTIONS, APPROVING ANDAUTHORIZING A MATURALGASSUPPLY CONTRACT WITH MUNICIPAL GAS ACQUISITION AND SUPPLY CORPORATION AND TEXAS MUNICIPAL GAS ACQUISITION AND SUPPLY CORPORATION VI, THE ISSUANCE OF GAS SUPPLY REVENUE BONDS, SERIES 2025, BY TEXAS MUNICIPAL GAS ACQUISITION AND SUPPLY CORPORATION VI, AND OTHER MATTERS IN CONNECTIONTHEREWITH WHEREAS, the City Council (the "City Council") oft the City ofLa Grange, Texas (the "City"), has previously approved articles of incorporation and bylaws of Municipal Gas Acquisition and Supply Corporation, doing business as' Texas Municipal Gas Corporation! II, TMGCII, and MuniGas(MamiGa-), and a certificate of formation and bylaws of Texas Municipal Gas Acquisition and Supply Corporation VI ("TexGas VP'), has entered into a Joint Gas Purchase Contract, dated as of January 1, 2006 (the "Cooperative Contract") and Purchase Contracts (the "Purchase Contracts") described therein with MuniGas and certain of the local governments and Texas state agencies listed in Schedule A hereto ("Authorized Municipal Buyers"), has entered into Spot Gas Sales Contracts (the "Flex Contracts") with MuniGas, certain Authorized Municipal Buyers, their suppliers, and BP Energy Company to sell any portion ofMuniGas's gas supply not required toi meet the requirements of parties to the Purchase Contracts, and has previously authorized execution and delivery by the City of other Purchase Contracts and Flex Contracts with Authorized Municipal Buyers, in order to enable Authorized Municipal Buyers toj purchase natural gas for their municipal electric and gas utilities at prices below those otherwise available; WHEREAS, iti is in the best interests of the City for TexGas VI to issue its Gas Supply Revenue Bondsi in the maximum aggregate principal amount of $2,000,000,000 (the "Series 2025 Bonds")to finance the purchase ofas supply of natural gas; to enter into with MuniGas (a)al Natural Gas Supply Contract "Resale Contract") among TexGas VI, the City, and MuniGas, under which TexGas VI would sell such (the supply through the City tol MuniGas, and (b) an. Agency. Agreement (the Agency4greement) under which TexGas VI, MuniGas, the City, and ML Prepay Gas 2, LLC, the proposed seller of such supply ofr natural gas, would authorize Merrill Lynch Commodities, Inc. to act as their agent for the purpose of nominating physical natural gas quantities to be sold or exchanged and delivered at specified delivery points; and WHEREAS, the City Council desires to ratify and authorize the Cooperative Contract, Purchase Contracts, and Flex Contracts heretofore executed, to confirm its prior authorization of other Purchase Contracts and Flex Contracts, to authorize the Resale Contract and the Agency Agreement, and to enable TexGas VI to issue the Series 2025 Bonds in order to enable Authorized Municipal Buyers to reduce the cost of natural gas used int their municipal electric and gas utility systems; NOW, THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF LA GRANGE, TEXAS, THAT: 1. Authorization of Contracts. The Cooperative Contract, Purchase Contracts, and Flex Contracts heretofore entered into by the City arel hereby ratified and approved in all respects, the forms and terms of the Resale Contract, the Agency Agreement, the Flex Contracts, and the Purchase Contract appended to the Cooperative Contract are hereby approved, and the Mayor (or, during the absence or disability of the Mayor, the Mayor Pro Tem) is authorized to approve such completions to or changes in the forms and terms of the Resale Contract, the Agency Agreement, the Purchase Contracts, and the Flex Contracts, and amendments to Purchase Contracts and Flex Contracts, not contrary to the general intent thereof as such officer shall deem necessary or appropriate and to execute and deliver the Resale Contract and the. Agency Agreement with TexGas VI and MuniGas and Purchase Contracts and] Flex Contracts with 296281429.3 -39- MuniGas, one or more Authorized Municipal Buyers, one or more of their suppliers, and BP Energy for purposes of the Public Facility Corporation Act, Chapter 303, Texas Local Government Code, as amended, provided that the City shall bei in no way obligated on the Series 2025 Bonds or to provide any money to TexGas VI to pay the Series 2025 Bonds, except to pay over to or for the account ofMuniGas any money paid to the City by Authorized Municipal Buyers pursuant to the Cooperative Contract, the Purchase Contracts, and the Flex Contracts and toy pay over to or for the account ofTexGas V any money paid tot the City by MuniGas pursuant to the Resale Contract for the purchase of gas thereunder. them, are authorized to take any and all action necessary or convenient to give effect to the actions authorized hereby and to observe and perform the obligations of the City under the Cooperative Contract, the Purchase Contracts, the Flex Contracts, the Resale Contract, and the Agency Agreement. PASSED, ADOPTED, and. APPROVED this 10th day of February, 2025. Company, all in the name and on behalf oft the City. 2. Approval ofBonds. Issuance oft the Series 2025 Bonds by" TexGas VI is herebyapproved 3. Other Action. The Mayor, the Secretary, and the City Manager of the City, or any of By: Jan Dockery Mayor, City ofLa Grange ATTEST: Janet Bayer City Secretary, City ofl La Grange APPROVED, AS TO: FORM: Maria Angela Flores Beck City Attorney, City ofLa Grange 296281429.3 ? -40- SCHEDULE. A Authorized Local Governments and Texas State Agencies City of] Boerne, TX City of Brady, TX City ofl Brenham, TX City of Carrizo Springs, TX City of Columbus, TX City ofDel Rio, TX City of Denver City, TX City of Dilley, TX City of Dumas, TX City ofl Fort Stockton, TX Greenville Electric Utility System (TX) City ofGruver, TX City of Navasota, TX City of Pearsall, TX City of Perryton, TX City of] Plains, TX City of Robstown, TX City of Sealy, TX City of Spearman, TX City of Sundown, TX City of Sunray, TX City ofTomball, TX City ofUvalde, TX City of Woodville, TX City of Eldorado, TX Lower Colorado River Authority City ofMorton, TX City of Austin, TX City of Garland, TX West Texas Municipal Power. Agency Texas Municipal Gas Corporation 296281429.3 3 -41- All MEMBERS oft the Texas Public Power. Association All MEMBERS oft the Texas Gas Association Texas General Land Office Any political subdivision corporation created under Section 304.001, Texas Local Government Code, including: TWCA USA, Inc. Texas CUC Aggregation Project, Inc. (Public Power Pool) Cities Aggregation Power Project, Inc. or CAPP South Texas Aggregation Power Project, Inc. or STAP H-GAC Energy Purchasing Corporation Government Aggregation Project, Inc. Energy for Schools AmPro All municipal utilities in the United States that: (1) Execute al Purchase Contract and forecast to purchase less than 232,500 MMBtus in any month under such Purchase Contract or purchase less than 7,500 MMBtu/d as a Spot Buyer under a (2) Execute al Purchase Contract and forecast toj purchase greater than 232,500. MMBtus in any month under such Purchase Contract or purchase greater than 7,500 MMBtu/d as a Spot) Buyer underal NAESB or Spot Gas Sales Contract ifsuch Buyer has senior unsecured unenhanced debt obligations rated "A-"orl higher by Standard & Poor's Ratings Services or such Buyer has been approved by the Program Exchanger-Balancer. in accordance with the Exchanger-Balamerisrisk management policies and practices in effect from time to time or otherwise. NAESB or Spot Gas Purchase Contract, or 296281429.3 -42- AGENCY AGREEMENT THIS AGENCY AGREEMENT (as supplemented, modified, amended or restated from time to time, this "Agreement"), effective as of November 1, 2024, for gas to be delivered in and after December 2024, and entered into by and among Merrill Lynch Commodities, Inc. ("MLCT"), ML: Prepay Gas 1,I LLC ("MLPGI"), Municipal Gas Acquisition and Supply Corporation ("MuniGas"), the City ofLa Grange, Texas (the" "City"), and' Texas Municipal Gas Acquisition: and Supply Corporation V ("TexGas V"), specifies the terms and conditions under which MLCI shall act as agent for MLPG1, MuniGas, the City, and' TexGas Vi inj performing certain nomination services as described herein. RECITALS WHEREAS, MLPG 1 and TexGas V have entered into a Prepaid Natural Gas Supply Contract, dated as of November 1, 2024 (as supplemented, modified, amended or restated from time to time, the "Prepaid Contract"), under which MLPG1 sells gas quantities to TexGas V at the Delivery Point (as WHEREAS, MLPG 1 and MLCI have entered into a Gas Purchase, Sale, and Service. Agreement, dated as ofNovember 1,2024 (as supplemented, modified, amended or restated: from time to time, the* "Sale and Service Agreement"), under which MLCI will be obligated to sell and deliver to MLPG1 at the Delivery Point the quantities of gas tol be delivered by MLPG 1 under the Prepaid Contract and toj perform certain other obligations under thel Prepaid Contract and related transaction documents; WHEREAS, TexGas V, MuniGas, and the City have entered into al Natural Gas Supply Contract, dated as of November 1, 2024 (as supplemented, modified, amended or restated from time to time, the "Resale Contract"), under which (a) TexGas V sells to the City and the City purchases from TexGas Vat the Delivery Point, all gas sold to TexGas V under the Prepaid Contract, and (b) the City then sells to MuniGas and MuniGas purchases from the City at such Delivery Point, all gas sold and delivered to the WHEREAS, under a Gas Exchange and Annual Balancing Agreement, dated as ofJanuary 1, 2006 (ass supplemented, modified, amended, restated or replaced from time to time, the "Exchange Agreement"), between MuniGas and BPI Energy Company (together with the counterparty to any replacement Exchange Agreement, the Exchanger-Balamcer), MuniGas will deliver all such gas quantities received from the defined in the Prepaid Contract), which initially is Henry Hub; City by TexGas V; and City to the Exchanger-Balancer at the Delivery Point; arel hereby acknowledged, the parties agree to the following: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which 1. AGENCY SERVICES To the extent of physical natural gas quantities to be sold and delivered by MLPG1 to and purchased and received by or on behalfofTexGas Vatal Delivery Point on al Day or Month pursuant to the Prepaid Contract, (a) MLPGIA Agency: MLPG 1 hereby appoints and authorizes MLCI to act as its agent for the purpose of communicating and coordinating nomination activities for such physical natural gas quantities for such Day or Month at such Delivery Point with TexGas V or TexGas V's designee; 201752844.5 -43- (b) TexGas V Agency: TexGas VI hereby appoints and authorizes MLCI to act as its agent for thej purpose ofcommunicating and coordinating nomination activities for thej physical natural gas quantities described in clause (a) above for such Day or Month at such La Grange-Agency: The Cityl hereby appoints and authorizes MLCI to acta as its agent for the purpose of communicating and coordinating nomination activities for the physical natural gas quantities described in clause (a) above for such Day or Month at such MuniGas. Agency: MuniGas hereby appoints and authorizes MLCI to act as its agent for the purpose of communicating and coordinating nomination activities for the physical natural gas quantities described in clause (a) above for such Day or Month at such Delivery Point with the Exchanger-Balancer: and making nominations of deliveries of gas Delivery Point with the City or the City's designee; (c) Delivery Point with MuniGas or MuniGas' designee; and (d) tot the Exchanger-Balancer under the Exchange Agreement. As oft the date oft this Agreement, the Exchanger-Balancer is BP Energy Company. Ifthei identity of the Exchanger-Balancer: changes or if MuniGas is no longer obligated to deliver to the Exchanger- Balancer the quantities of gas sold and delivered by MLPG 1 to TexGas V at the Delivery Point, MuniGas shall notify MLPG1 and MLCI of any such change. If sales of gas by TexGas V to MuniGas under the Resale Contract are suspended or terminated, TexGas V shall notify MLPGland: MLCI ofs such event. The parties acknowledge that, to the extent of gas quantities that TexGas Vis obligated to sell and deliver through the City to. MuniGas and MuniGas is obligated to deliver to the Exchanger-Balancer at the Delivery Point, MLCI shall fulfill its nomination services hereunder by nominating the quantities to be delivered at the Delivery Point under the Sale and Service Agreement and the Prepaid Contract directly to Under no circumstance shall MLCI (1) be authorized by this Agreement to incur any pecuniary liability on the part ofMLPG 1, TexGas V, the City, or MuniGas or (2) be liable for any costs, fees, tariffs or charges of any kind relating to receipt or delivery of gas at the Delivery Point ("Charges") except for any Charges imposed on MLCI relating to its delivery of gas under the Sale and Service Agreement ("Excluded Charges"). TexGas V and MuniGas hereby agree to pay any and all Charges (other than Excluded Charges) imposed on MLCI as a result ofi its actions as agent hereunder and agree to reimburse MLCI if Charges (other than Excluded Charges) are imposed on MLCI. IfMLCI fails to perform its obligations under this Agreement, MLCI's liability hereunder shall be limited to any amounts that would be due to MLPG 1 under the Sale and Service. Agreement for MLCI's failure to make accurate nominations the Exchanger-Balancer. of gas pursuant thereto. 2. TERM AND TERMINATION This Agreement shall expire on the earlier to occur of () November 30, 2054, and ()any date designated in a written notice from one party to all other parties. 3. MISCELLANEOUS (a) Entire Agreement. This Agreement and the Exhibit referenced in this Agreement contain (b) Applicable Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE INTERPRETED, PERFORMED AND ENFORCED IN ACCORDANCE WITH the entire understanding and agreement between thej parties with respect to its subject matter. 201752844.5 -44- THE: LAWS OF THE: STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (c) Authorization. Each party to this Agreement represents and warrants that it has full and complete authority to enter into and perform this Agreement and that such party will be bound thereby. Each person who executes this. Agreement on behalf ofe either party represents and warrants thati itl has full and complete authority to do sO. [Signature Pages. Follow] 201752844.5 45 INWITNESS WHEREOF, the parties have executed this Agreement as oft the date and year first above written. MLI PREPAY GAS 1,1 LLC its Manager MERRILL LYNCH COMMODITIES, INC. By: MERRILLLYNCH COMMODITIES, INC., By: Name: Title: By: Name: Title: MUNICIPAL GAS ACQUISITION AND SUPPLNYCORPORATION TEXAS MUNICIPAL GASACQUISITION AND: SUPPLY CORPORATIONY By: By: Glen Pape, President Janet Moerbe, President By: By: Shawn Raborn, Secretary CITY OFLA GRANGE, TEXAS Deborah Bradley, Secretary By: Jan Dockery, Mayor 201752844 -46- TEXAS MUNICIPAL GAS. ACQUISITION AND SUPPLY CORPORATIONV d/b/a TexGas V "Seller" and MUNICIPAL GAS ACQUISITION, AND SUPPLY CORPORATION d/b/a MuniGas, Texas Municipal Gas Corporation II, and TMGCI "Buyer" and THE CITY OFLA GRANGE, TEXAS "Sponsor" NATORAL GASSUPPLYCONTRACT Dated as ofNovember 1, 2024 201558759.16 -47- TABLE OF CONTENTS Page PARTIES RECITALS. GENERAL AGREEMENT. SECTIONI.01. Definitions. SECTION: 1.02. Notices, Etc.. SECTION1 1.03. Amendment. of Agreement. ARTICLETWO! PURCHASE AND SALE OF GAS. SECTION2.01. Purchase and Sale of Gas. SECTION2.02. Price.. SECTION2.03. Initial. Fees and. Expenses. SECTION2.04. Determination ofDiscount.. SECTION2.05. Price Rebate.. SECTION2.06. Waiver ofSet-Off, Etc. SECTION: 2.07. Incorporation by Reference. SECTION 2.08. Special. Provisions.... SECTION. 2.09. Alternative Damages. SECTION2.10. Payments; Subrogation. ARTICLETHREE REPRESENTATIONS AND COVENANTS. SECTION3.01. Representations and Warranties. SECTION: 3.02. Corporate Existence. SECTION3.04. Advances by Seller or the Trustee.. SECTION3.05. Statement as to Compliance. SECTION3.07. Compliance with Laws. SECTION 3.08. Financial Covenants. SECTION3 3.09. Tax Covenants. SECTION3.10. Additional Buyers.. SECTION3.11. Continuing Disclosure and Reporting. ARTICLE FOUR: DEFAULTS AND REMEDIES. SECTION 4.01. Events ofDefault.. SECTION 4.02. Remedies.. ARTICLE FIVEI MISCELLANEOUS. SECTION 5.01. Limited Obligations.. SECTION 5.02. No Recourse. Against Officers, Etc.. SECTION: 5.03. Time ofthe Essence... SECTION: 5.04. No Fiduciaries.. ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION. ..2 10 0 11 12 13 14 14 15 15 15 16 16 16 17 17 21 22 23 23 24 26 26 26 27 .27 27 .S-1 S-1 A-1 SECTION. 3.03. To Keep Books; Inspection by. Seller and Trustee; Financial Reports. SECTION3.06. Compliance with and Preservation of Transaction Documents. SECTION: 5.05. Independence ofSeller, Buyer, Sponsor, and Affiliates. TESTIMONIUM. SIGNATURES. EXHIBIT A - GENERAL TERMS AND CONDITIONS 201558759.16 -48- NATURAL GAS SUPPLY CONTRACT THIS NATURAL GAS SUPPLY CONTRACT, dated as of November 1, 2024, among Texas Municipal Gas Acquisition and Supply Corporation' V (herein, together with its successors and assigns permitted. hereby,referred to as "Seller"), doing business as TexGas V,and Municipal Gas Acquisition and Supply Corporation (herein, together with its suçcessors and assigns permitted hereby, referred to as "Buyer"), doing business as MuniGas, Texas Municipal Gas Corporation II, and TMGCII, each a non- profit public facility corporation created with the approval of the City ofLa Grange, Texas (herein, together with its assigns pemaitedherehy.refemed. to as the Sponsor"), under the Texas Public Facility Corporation Act, chapter 303, Texas Local Government Code, as amended (herein referred to as the "Enabling Act"), and the Sponsor, WITNESSETH: WHEREAS, Seller has acquired the rights to purchase a supply of natural gas pursuant to the Prepaid Contract referred to herein and desires to sell to the Sponsor for resale to Buyer all gas purchased and received by Seller under the Prepaid Contract, sO that such gas may be devoted toj public use int the gas or electric utility enterprises of the Municipal Buyers referred to herein, and Seller is authorized to do sO by the Enabling Act; and WHEREAS, the Sponsor desires to purchase and resell to Buyer, and Buyer desires to purchase from the Sponsor, all such gas on the terms described herein in order that] Buyer may resell such gas to such Municipal Buyers through the Sponsor for such uses pursuant to the Cooperative Contract (herein defined), in order to provide an assured supply (and to realize savings in the cost) of gas and/or electric energy, and the Sponsor and Buyer are authorized to do so by the Enabling Act, chapter 791,Texas Government Code, and chapter 271, subchapter A, section 271.102, and section 552.002(c), Texas Local Government Code, NOW,THEREFORE, for andi in consideration ofthep premises andi the mutual covenants hereinafter contained, and subject to the conditions herein set forth, the parties hereto covenant, agree, and bind as amended; themselves as follows: 201558759.16 -49- ARTICLE ONE DEFINITIONS. AND OTHER PROVISIONS OF GENERAL, APPLICATION SECTIONI.01. Definitions. otherwise requires: For all purposes oft this Agreement, except as otherwise expressly provided and unless the context A. The terms defined in this Article have the meanings assigned to them in this Article, the terms defined in the General Terms have the meanings assigned to them in the General Terms (unless provisions are to the designated Articles, Sections, Exhibits, and other provisions of this instrument as inconsistent with this Article), and all terms include the plural as well as the singular. B. originally executed. Allreferences int this instrument to designated" "Aricles,""Sections," "Exhibits," and other C. The words "herein," "hereof," and "hereunder" and other words ofs similar importrefert to this Agreement as a whole and not any particular. Article, Section, Exhibit, or other subdivision. D. Unless otherwise provided herein, all accounting terms have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles. E. References herein to "generally accepted accounting principles" refer to such principles as they exist on the date ofa applicability thereof. "Administrative, Fee Rate" means $0.03 per MMBtu. Administrator" means Municipal Energy Resources Partners, Ltd., or any other Person engaged "Affiliates" means Texas Municipal Gas Acquisition and Supply Corporation' I, Texas Municipal Gas Acquisition and Supply Corporation II, Texas Municipal Gas Acquisition and Supply Corporation II, Texas Municipal Gas Acquisition and Supply Corporation IV, and any other corporation controlled by the by Buyer or Seller to administer performance ofi its obligations hereunder. Sponsor, Buyer, or Seller, other than Buyer and Seller. Agreemen!" means thisl Natural Gas Supply Contract (including thel Exhibits hereto), as originally executed or as it may from time to time be amended, supplemented, modified, or restated by one or more "Bond Re-Pricing Agreement" means the Bond Re-Pricing Process Agreement, dated as of even date herewith, between Seller and the Prepaid Seller, as originally executed or as it may: from time to time "Bonds"means all bonds or other obligations of Sellera authenticated and delivered under or secured by thel Indenture to finance the payment ofi its obligations under the Prepaid Contract or related costs (or to refinance Bonds or finance or refinance other obligations associated with thel Prepaid Contract or Bonds). instruments entered intoj pursuant to the applicable provisions hereof. be amended, supplemented, modified, or restated in accordance therewith. "Buyer" has the meaning stated in the first paragraph oft this Agreement. 201558759.16 -50- "Buyer Operating Reserves" means the Operating Reserve Fund and Surplus Account referred to "Code" means the Internal Revenue Code of 1986, as amended and in force and in effect on the "Cooperative Contract" means the Joint Gas Purchase Contract (including the exhibits thereto), dated as of] January 1,2 2006, among Buyer, the Sponsor, and Municipal Buyers who become aj party thereto, together with all Purchase Contracts executed pursuant thereto, as originally executed or as they may from time to time be amended, supplemented, modified, or restated by one or more instruments entered into in the Trust Agreement. date ofinitial authentication and delivery of the Bonds. pursuant to the applicable provisions thereof and hereof. "Cumulative Defici!" for any Qualified Acquisition Right (or the Initial Gas Supply Contract) through any Month means (1) the cumulative value of Gas purchased thereunder or produced therefrom and delivered by Buyer to thel Exchanger-Balancer: under thel Exchange Agreement or to another exchanger- balancer under a separate agreement to exchange and balance Gas received by Buyer under a Qualified Acquisition Right, as applicable, from the date of acquisition ofs such Qualified. Acquisition Right or such Initial Gas Supply Contract through such Month, less (2) the cumulative value of Gas delivered to Buyer by the Exchanger-Balancer under the Exchange Agreement or by another exchanger-balancer under any such separate agreement, as applicable, in such period in exchange therefor, in each case as determined pursuant to thel Exchange. Agreement or such other agreement, less (3) the aggregate cost ofGas purchased and resold by thel Prepaid Seller pursuant to Section. 2.07B oft the Prepaid Contract in such period. "Daily. Midpoint Price" for Gas at the Delivery Point on any Day means thej price specified under "Daily Midpoint" int the table "Daily) Price Survey" (or any replacement table) for such Delivery Point and Dayi in Gas Daily or as otherwise determined pursuant to Section. 2.06 of thel Prepaid Contract. "Delivery. Point" means the "Delivery Point," as defined in the Prepaid Contract, for the delivery of Gas thereunder, as such Delivery Point may change from time to time pursuant to Section. 2.01C ofthe "Discount" means thej percentage ofthel FOM: Index for the Delivery Point or the absolute amount, in either case determined by Seller from time to time pursuant to Section. 2.04, to be subtracted from the FOM Index to determine the price to be paid by the Sponsor and Buyer for Gas sold and delivered to it hereunder. Each change in the Discount shall become effective on the first Day oft the Month following the Month in which iti is determined and announced, unless otherwise determined by Seller. Prepaid Contract. "Event of Defaulf" has the meaning stated in Section 4.01. An Event of Default "exists" ifit has "Exchange Agreement" means the Gas Exchange and Annual Balancing Agreement, dated as of January 1, 2006, between Buyer and BP Energy Company, as amended, supplemented, modified, or restated from time to time in accordance with its terms, or any replacement agreement. occurred andi is continuing. Exchanger-balancer means the party to the Exchange. Agreement other than Buyer. "Expenses" means all amounts payable or paid by or for the account of Seller in respect oft the financing and performance ofi its obligations under thel Prepaid Contract, whether or not current expenses under generally accepted accounting principles, except amounts paid from proceeds of borrowings, but including without limitation or duplication (I) principal of (and premium, ifany) and interest on thel Bonds and any Mezzanine Loans, (2) premiums for and other costs of policies of casualty, hazard, and liability 201558759.16 -51- insurance elected to be maintained by Seller in respect ofs such performance or Gas, (3) storage, exchange, balancing, and transportation expense in respect of Gas, (4)amounts paid by Seller pursuant to any commodity price or interest rate exchange agreement, or any other hedging agreement, entered into in order to provide assurance that proceeds from the sale of Gas hereunder will be sufficient toj pay when due the principal of (and premium, if any) and interest on the Bonds and any Mezzanine Loans, including costs of terminating any such agreement, (5) financing costs such as fees and expenses of any trustee, paying agent, registrar, tender agent, authenticating agent, credit enhancer, liquidity provider, rate- setting agent, or remarketing agent with respect tot thel Bonds or any Mezzanine Loans, (6) allocable general and administrative costs, including legal and accounting fees, taxes and other governmental charges, costs ofprogram management, marketing, Gas dispatching and trading, billing, and collecting, and premiums for and other costs of policies of general liability, business interruption, or other insurance elected to be maintained by Seller, (7)) Deferred Administrator Fees, Subordinate Administrator Fees, and Subordinate Purchase Price (each as defined in the Indenture), and (8)payments to Buyer or any other corporation created for substantially the same purposes as one or more of the purposes of Buyer and sponsored and controlled by the Sponsor or Buyer, provided that such payments do not exceed amounts contributed to Seller by the payee or have been found by the board of directors of Seller to be in the best interests oft the Seller by Municipal Buyers. "Flex Gas, Sales Contract" means any contract for the sale of Gas by Buyer to al Municipal Buyer "FOM Index" for Gas sold and delivered hereunder in any Month at the Delivery Point means the price listed opposite such Delivery Point for such Month in the Gas Daily) Price Guidei in the table"Monthly Bidweek Spot Gas Prices" (or any replacement table) or as otherwise determined pursuant to. Section 2.06 other than the Cooperative Contract. ofthe Prepaid Contract. "FOM Nomination" for any Day in any Month at the Delivery Point means (1) the quantity of Gas nominated by Seller to the Exchanger-Balancer for delivery to the Exchanger-Balancer (or, ifnone, to the Sponsor and Buyer) at the Delivery Point on each Day in such Month pursuant to Section 2.09C or (2) absent any such nomination fort the Delivery Point, the quantity ofGasi required tol be delivered to Seller on such Day at the Delivery Point pursuant to the Prepaid Contract. "Gas Daily" means the first edition in each Day of Platts Gas Daily, or any successor publication, "Gas Daily Price Guide" means the first edition in each Month of Platts Gas Daily, or any "Gas Supplier" means the party (other than Buyer and the Sponsor) to a Gas Supply Contract that isa Qualified. Acquisition! Right or any seller ofGas tos such party forr resale unders such Gas SupplyContract. published by S&P Global Platts or its successor. successor publication, published by S&P Global Platts or its suçcessor. "Gas. Supply Contract" has the meaning stated in the Cooperative Contract. "General Terms" means the General Terms and Conditions attached hereto as Exhibit A. "Indenture" means the Indenture ofTrust and Security Agreement, dated as ofeven datel herewith, from Seller to The Bank ofNew York Mellon Trust Company, National Association, authorizingi issuance ofGas Supply Revenue Bonds, Series 2024 of Seller, and any other indenture, deed oft trust, and/ors security agreement entered into between Seller and the Trustee toj provide for the issuance of Bonds or to refinance Bonds, as each such instrument is originally executed or as it may from time to time be amended, 201558759.16 -52- supplemented, modified, or restated by one or more supplemental indentures or other instruments entered into pursuant to the applicable provisions thereof. "Indenture Business Day" has the meaning ascribed to "Business Day" in the Indenture. "Initial Gas Supply Contract" means the Natural Gas Supply Contract, dated as of December 1, 2006, among Buyer, the Sponsor, and Texas Municipal Gas Acquisition and Supply Corporation I, as amended, supplemented, modified, or restated from time to time in accordance with its terms. "Intervening Gas Supply Contracts" means the Natural Gas Supply Contract, dated as of July 1, 2007, among Buyer, the Sponsor, and Texas Municipal Gas Acquisition and Supply Corporation I; the Natural Gas Supply Contract, dated as of November 15, 2012, among Buyer, the Sponsor, and Texas Municipal Gas Acquisition and Supply Corporation III; and the Natural Gas Supply Contract, dated as of November 1, 2023, among Buyer, the Sponsor, and Texas Municipal Gas Acquisition and Supply Corporation IV, in each case as amended, supplemented, modified, or restated from time to time in accordance with their respective terms. "Mezzanine. Lender" and' "Mezzanine Loan" have the meanings stated int thel Indenture. "MLCT' means Merrill Lynch Commodities, Inc., al Delaware corporation. "Municipal Buyer" means each "local government," as defined: in the Texas Interlocal Cooperation Act, chapter 791, Texas Government Code, as amended, and "state agency," as defined in Section 771.002, Texas Government Code, which has assumed or assumes the rights and obligations ofa "Buyer" under the Cooperative Contract and whose rights and obligations thereunder have not terminated as therein provided. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization, or government or any agency or "Prepaid Contract" means the Prepaid Natural Gas Supply Contract, dated as of even date herewith, between the Prepaid Seller and Seller, as originally executed or as it may from time to time be amended, supplemented, modified, or restated in accordance therewith with the consent ofthe Sponsor and political subdivision thereof. Buyer. "Prepaid Seller" means ML: Prepay Gas 1, LLC, a Delaware limited liability company. "Private. Business Use" has the meaning stated in Section 3.09C. "Production Right" has the meaning stated in the Cooperative Contract. "Purchase Contract" means an agreement among Buyer, the Sponsor, and a Municipal Buyer pursuant to which such Municipal Buyer assumes the obligations and becomes entitled tot thel benefits ofa participant under the Cooperative Contract, as amended, supplemented, modified, or restated from time to time in accordance with the Cooperative Contract. "Qualified. Acquisition Right" means this Agreement, the Intervening Gas Supply Contracts, and each Gas Supply Contract (other than the Initial Gas Supply Contract) hereafter executed by Buyer, and each Production Right hereafter acquired by Buyer with proceeds of obligations of Buyer the interest on which is excludable from gross income of the owners thereof for federal income tax purposes, if, asaresult ofs such execution or acquisition: 201558759.16 -53- (1) Maximum Resulting Annual Supply: the aggregate quantity of Gas expected to bej purchased or produced by Buyer under such Gas Supply Contract or Production Right and all previously executed and acquired Qualified Acquisition Rights does not exceed 120 million MMBtus in any year thereafter; and (2) Minimum Requirements Demand: the aggregate estimated demand for Gas (taking into account any applicable Maximum Annual Quantity, as defined in the Cooperative Contract), if any, of all "Buyers" (as defined in the Cooperative Contract) in the immediately succeeding 361 months (assuming no such "Buyer" thereafter elects not to extend the term ofi its Purchase Contract with Buyer in accordance with the Cooperative Contract)is: at least 45% oft the difference of(a)t the aggregate quantity of Gas expected to bej purchased or produced by Buyer in such 36-month period from the Initial Gas Supply Contract and the sources described in Clause (1) ofthis definition less (b) the quotient oft the sum ofthe value oft the most recent Cumulative Deficit fort thel Initial Gas Supply Contract and all previously acquired Qualified Acquisition! Rights, ifsuch sumi is negative, divided by the most recently published FOMI Index. "Qualified Use"! has the meaning stated in. Section 3.09E. "Rating Agency" has the meaning stated in thel Indenture. "Revenues" means all amounts received by or for the account of Seller in respect ofi its financing, ownership, sale, or delivery ofGas purchased under the Prepaid Contract or received in exchange therefor, except proceeds of borrowings, but including without limitation (1) all amounts received from or for the account of the Sponsor or Buyer for Gas sold and delivered hereunder, (2) all amounts receivedi by or for the account of Seller pursuant to any commodity price or interest rate exchange agreement, or any other hedging agreement, entered into by Seller in order to provide assurance that proceeds from the sale of Gas hereunder will be sufficient to pay when due the principal of (and premium, if any) and interest on the Bonds, (3)all amounts paid to Seller under the Prepaid Contract, and (4): income from the investment of such amounts or ofa amounts held under the Indenture. "Sale and Service. Agreement" means the Gas Purchase, Sale and Service Agreement, dated as of even date herewith, between the Prepaid Seller and MLCI, as amended, restated, and supplemented from time to time in accordance with its terms and thej provisions oft thel Prepaid Contract. "Seller" has the meaning stated in the first paragraph ofthis Agreement. "Sponsor" has the meaning stated int the first paragraph of this Agreement. Transaction Documents" means the Cooperative Contract, the Trust Agreement, the Exchange "Trust Agreement" means the Trust and Security Agreement, dated as of December I, 2006, between Buyer and The Bank of New York Mellon Trust Company, N.A., as originally executed or as amended, supplemented, modified, or restated from time to time in accordance with the applicable Agreement, and this Agreement. provisions hereof. "Trustee" means The Bank of New York Mellon Trust Company, National Association, and any other commercial bank or trust company appointed by Seller to act as trustee under the Indenture, until a successor shall have become trustee under the Indenture pursuant to the applicable provisions thereof, and thereafter "Trustee" shall mean such successor trustee. 201558759.16 -54- SECTION1.02. Notices, Etc. The addresses referred to in Section 9 oft the General Terms for each party hereto are as specified All notices to the Trustee shall be given in the same manner as notices pursuant to the General Terms to the following address or such other address as may be specifiedi in writing by the Trusteet to Seller, opposite their signatures at the end oft this Agreement. Buyer, and the Sponsor from time to time: The Bank of New York Mellon Trust Company, National Association 601 Travis Street, 16th Floor Houston, Texas 77002 Telephone: (713)483-6529 Attention: Arla Scott E-Mail: rla.scott@bny.com SECTIONI.03. Amendment ofAgreement. This Agreement may be amended only by written instrument executed by Buyer, the Sponsor, and Seller entered into in accordance with Section 14.18 of the Indenture. 201558759.16 -55- ARTICLE TWO PURCHASE AND SALE OF GAS SECTION: 2.01. Purchase and Sale ofGas. Seller shall sell and deliver to the Sponsor, and Buyer shall cause the Sponsor to (and the Sponsor shall) purchase and receive from Seller, at the Delivery Point on a Firm basis, all Gas there sold and delivered to Seller pursuant to the Prepaid Contract (other than pursuant to Section 2.07 of the Prepaid Contract), in each case for thej price specified in Section 2.02 and upon and subject to the further terms and conditions hereof, including the General Terms. The Sponsor shall sell and deliver to Buyer, and] Buyer shall purchase and receive from the Sponsor, at the Delivery Point, all Gas sold and delivered to the Sponsor by Sellerhereunder, for the price described in Section 2.02 and upon and subject to the further terms and conditions described herein, including the General Terms. SECTION 2.02. Price. A. Buyer Price. In consideration for the Gas sold and delivered by the Sponsor tol Buyer in any Month hereunder, Buyer shall pay to the Sponsor thel balance of(I)t the product of the quantity of Gas so sold and delivered in such Month (measured in MMBtus) and the FOM Index for such Month and Delivery Point, minus (2) the Discount established pursuant to Section 2.04 for Gas sold and delivered in such Month. B. Sponsor. Price. In consideration for the Gas sold and delivered by Seller to the Sponsor in any. Month hereunder, the Sponsor shall pay to Seller the aggregate price due and payable by Buyer tot the Sponsor for Gas sold and delivered by the Sponsor to Buyer in such Month. SECTION:2.03. Initial. Fees and Expenses. Inc consideration for the services provided by the Sponsor in approving creation of Seller and] Buyer and the agreements by the Sponsor and Buyer to purchase, sell, and deliver Gas hereunder, Seller shall (I)pay to the Sponsor from proceeds of each issuance of Bonds an amount agreed to by Seller and the Sponsor, not to exceed 0.1% oft thej principal amount of such Bonds, and (2)p pay tol Buyer from proceeds of each issuance of Bonds the amount of expenses incurred by Buyer in negotiating and entering into the Transaction Documents, including an amount from proceeds ofi issuance of thel Bonds equal to all amounts advanced by Buyer for the credit of Seller toj pay expenses in connection with the issuance oft thel Bonds. SECTION2.04. Determination of1 Discount. Seller shall establish and periodically adjust an annual budget of all Revenues expected to be received and all Expenses expected to be paid and, in connection therewith, shall set and from time to time adjust Discounts tol be subtracted for purposes ofc determining the price tob be paid! by the Sponsora and] Buyer Seller shall set the Discounts at the greatest amount which, ifsubtracted from the applicable FOM Index from and after the effective date ofsuch Discounts, in the solej judgment of Seller would nevertheless result in adequate projected Revenue to pay, or to establish any reserves (if required by the Indenture or considered prudent by Seller) for, all anticipated Expenses (other than Subordinated Expenses, if any, waived by the Person to which they are owed) and to comply with all Indenture provisions during the remaining expected term hereof. In no event may the Discount be less than 0% or $0. In furtherance of for Gas sold and delivered to them hereunder. 201558759.16 -56- such obligation, to the extent any payment is required to be made by Seller pursuant to Section 3.03E or 3.04E oft the Prepaid Contract in respect ofa Settlement Quantity (as defined int thel Prepaid Contract) that iss scheduled to be delivered or has already been delivered to Buyerhereunder, then the Discount applicable to such Settlement Quantity willl be reduced to 0% or $0, regardless ofwhethers such Gas has been delivered or paid for, to the extent necessary to enable Seller to make such payment. To the extent Buyer has already paid for such Gas with a higher discount, Buyer shall nonetheless make an additional payment refunding such higher discount to Seller upon the next payment due date. Each new. Discount shall become effective for Gas sold and delivered in the Month following the Month in which such Discount is set and notice thereofis given to the Sponsor and Buyer, unless deferred by Seller. Notwithstanding the foregoing, reductions in Discounts made pursuant to the second sentence of thej preceding paragraph may be effective for all Gas described in such sentence. In addition, Discounts may be suspended as and to the extent required by thej provisions oft the Indenture. Seller shall give prompt notice ofe each new Discount and each suspension ofl Discounts to the Sponsor and Buyer. On the last business date oft the month oft the initial delivery of the initial series of Bonds, Buyer shall cause the. Administrator (a) toi request andi recommend that thel balance oft the Operating Reserve Fund under the Trust Agreement be increased to a Required Reserve under the Trust Agreement equal to the minimum balance required by Section 2.04 of each of the Natural Gas Supply Contracts, dated as of November 1, 2023, among Texas Municipal Gas Acquisition and Supply Corporation IV, Buyer and the Sponsor (together, the "TexGas IV Resale Contracts"), plus an additional $3,500,000 and (b) to specify that sufficient funds then bet transferred from the Surplus Account under the Trust Agreement and deposited tos such Operating Reserve Fund to cause the balance of such Operating Reserve Fund to equal such increased Required Reserve. Ona any ofthe following dates, Buyer may permit the Administrator toreduce such Required Reserve to the greater of (i) the amount specified in clause (1)(a) of the definition of Required Reserve in the Trust Agreement and (ii)(1)the minimum balance required by the fourth paragraph of Section 2.04 of each of the TexGas IV Resale Contracts, plus (2)t the cumulative amounts estimated1 by the Administrator tol bei required, together with the Discounts budgeted by Seller in accordance with Section 14.09 of the Indenture, to enable MuniGas to pay its expenses, including general and administrative expenses, allocable to Gas sold and delivered to itl hereunder and payable equally andratably with or on a basis senior to the obligations of Buyer hereunder through the Stated Maturity ofs such Bonds, determined. as ift thel BAC. Adjustment Rate (as defined in thel Bond Re-Pricing Agreement) less thei interest rate on such Bonds were 0.63% per annum for each Interest Period (as defined in the Indenture) after the Interest Period then tol begin. The dates on which the Required Reserve: may be SO1 reduced are (A) any date for the mandatory tender and purchase ofs such Bonds under the Indenture, (B) the last business day oft the month of acquisition ofar new Qualified Acquisition Right from an. Affiliate, and (C) the last business day of the month in which the Buyer delivers a new Program Budget pursuant to the Trust Agreement. In addition, whenever the Interest Period for such Bonds extends to the Stated Maturity (as defined in the Indenture) of such Bonds, Buyer may permit the. Administrator to reduce such Required Reserve to the greater of (x) the amount specified in clause (1)(a) of the definition of Required Reserve in the Trust Agreement and (y)(1) the minimum balance required by the fourth paragraph of Section 2.04 ofeach of the TexGas IV Resale Contracts, plus (2) the cumulative amounts required, together with the Discounts budgeted by Seller in accordance with Section 14.09 of the Indenture, to enable MuniOas to pay its expenses, including general and administrative expenses, allocable to Gas sold and deliveredtoithereunder and payable equally and ratably with or on a basis senior to the obligations of Buyer hereunder through such Stated Maturity. Except as provided in this paragraph, Buyer shall not permit the Administrator to Except as provided above with respect to any Settlement Quantity, if Seller sets a Discount for any Month that is less than the amount per MMBtu stated by Buyer in writing to be necessary (together, after the first such date for mandatory tender and purchase ofs such Bonds, with funds ins such Operating Reserve reduce such Required Reserve while any such Bond remains outstanding. 201558759.16 -57- Fund up to the excess, ifa any, of () the then current Required Reserve less (ii)t the amount specified in clause (1)(a) oft the definition of] Required Reserve in the Trust Agreement) to permit it toj payi its expenses, including general and administrative expenses, allocable to Gas sold and delivered to it hereunder and payable equally andi ratably with or on al basis senior to the obligations of Buyer hereunder, then Buyer may elect (by written instrument delivered to Seller at least 10 days before the beginning ofs such Month) nott to purchase Gas from the Sponsor in such Month at such Discount and, ifi it SO elects, then Seller and Buyer may agree to sell and purchase Gas at a greater Discount than proposed and, absent agreement, Seller shall not be obligated to sell and deliver Gast to the Sponsor in such Month, but rather may sell Gas derived from the Prepaid Contract directly to other Persons, including Municipal Buyers. SECTION2.05. Price Rebate. Itis the intention of the parties that Seller administer its program of producing, gathering, processing, storing, selling, transporting, and delivering Gas hereunder without profit on its part and that thej price of Gass sold and delivered to the Sponsor and] Buyerhereunder bei thel lowest possible pricer required to pay, or to establish and maintain required or prudent cash reserves for, Expenses. The parties hereto recognize that, in establishing the Discount, Seller must provide for reserves to pay Expenses andj possible shortfalls inl Revenue that cannot bej precisely predicted in advance and that, ifsuch) Expenses ands shortfalls Seller shall review its cash reserves associated with the Prepaid Contract and Bonds at least annually. Whenever Seller determines that such reserves exceed the amounts which are prudent tomaintain for Expenses thereafter due or to apply to the retirement of Bonds, Seller shall declare a surplus and rebate the excess portion ofs such reserves to the Sponsor, and the Sponsor shall rebate the same to Buyer, subject tot the terms ofthe Indenture. On or before thel last day oft the term ofthis Agreement, after reserving funds toj pay all Expenses theretofore incurred, Seller shall declare as surplus and rebate to the Sponsor, and the Sponsor shall rebate to Buyer, all remaining cash reserves and other funds held by or for the account of Seller pursuant to this Agreement or the Indenture, subject to the terms oft thel Indenture. are: not realized, Seller's cash reserves: may be reduced. SECTION2.06. Waivero ofSet-Off, Etc. Inc order to induce Persons toj purchase the Bonds sO as to enable Seller to enter into and finance its obligations under the Prepaid Contract for a cost that enables it to sell Gas at the prices described! herein, the Sponsorhereby waives all rights ofs set-off, recoupment, counterclaim, and abatement against Seller and the Trustee, and] Buyer hereby waives all rights ofset-off, recoupment, counterclaim, and abatement against Seller, the Sponsor, and the Trustee, in each case to the fullest extent that they may lawfully agree and notwithstanding any breach by any such Person of any obligation hereunder or under the Indenture or the Cooperative Contract. SECTION2.07. Incorporation by Reference. The General Terms, as modified hereby, are incorporated herein by reference and, together with the elections, revisions, and special provisions described in this Section, shall apply to and be binding on Seller, the Sponsor, and] Buyer ini respect ofall sales and deliveries of Gas between such parties hereunder. This Agreement shall be considered a Transaction Confirmation, and the sale and purchase of Gas described in this Article shall comprise a single transaction for a Contract Quantity equal to the total quantities of Gas required to be sold and delivered hereby and for al Delivery Period extending fora all ofthe Months scheduled in Exhibit Cto the Prepaid Contract and the only transaction under this Agreement. 201558759.16 -58. For the transactions described in this Agreement, Seller, the Sponsor, and Buyer hereby make the following elections under the General Terms: Section Election 3.2 Standard for Damages 3.4 Termination Option Taxes 7.2 Payment Date Alterative Damages as specified in Section. 2.09 As specified in Article Four Buyer pays at and after the Delivery Point By 10:00 a.m. New York, New York time on the last Indenture Business Day of the Month following the Month of delivery. Payment by Buyer shalll be due on the Payment Date following any prior invoice notwithstanding anything to the contrary in. Section 7.2 of the General Terms, which is hereby superseded to the extent inconsistent with the foregoing. Wire or intra-bank transfer of immediately available Section 14.10 of the General Terms does not apply 6 7.2 Method of] Payment 14.5 Choice ofLaw 14.10 Confidentiality SECTION2.08. Special. Provisions. funds Texas The following provisions shall apply to and control all sales of Gas by Seller and the Sponsor A. Procedures. This Article Two shall supersede and replace Section 1 ofthe General' Terms. B. Definitions. The terms "Contract" and "Base Contract" as used int the General Terms shall hereunder, notwithstanding anything in the General Terms to the contrary: have the meaning ascribed to the term "Agreement" herein. C. Force Majeure. The events described in Section 11 of the General Terms include any event described in Section 11.20 of the General Terms with respect to a supplier to or Transporter of either the Prepaid Seller or MLCI, as: seller under the Sale and Service. Agreement, or aj purchaser or Transporter of Buyer (or the Exchanger-Balancer except during the suspension or after termination of the Exchange Agreement), to the extent such event causes a failure of Seller or Buyer, respectively, to perform a Firm obligation under this Agreement andi is not within the control of Seller or Buyer, respectively. Thes second to last sentence of Section 11.3 oft the General Terms is amended to: ()replace "; or (n)" with"; (iri)"; (ii)r replace "; or (v)" with (v)"; and (iii) at the end ofsuch sentence, replace the "" with",or'and: add the following clauses: "(vi)i increases or decreases ini natural gas supply due to allocation or1 reallocation of production by producers, well operators, or other parties controlling production or well operation; or (vii) failure of specific, individual wells or appurtenant facilities in the absence ofa Force Majeure event broadly affecting other wells ini the same geographic area." D. E. Firm. All sales and purchases of Gas hereunder shall be Firm. Alternative Damages. The provisions of Section. 2.09 shall constitute Alternative Damages and shall comprise the sole damages for failure toj perform al Firm obligation to deliverGas. 201558759.16 -59- F. Taxes. The following sentençes are added after the second sentence of Section 6.1 ofthe General Terms (Buyer Pays AtandAfter Delivery Point): "Taxes payable hereunder shall noti include Non- Transactional Taxes. Non-Iransactional Taxes" shall mean any business activity tax imposed on or measured by net profits, gross or net income, or gross receipts, including without limitation the Texas franchise tax based on margin, any tax measured by capital value or net worth, whether denominated as franchise taxes, doing business taxes, capital taxes or the like, and business license or franchise taxes or registration fees. For the avoidance of doubt, Non-Transactional Taxes shall not include any transaction taxes such as sales, use, or similar taxes that are. required to be collected from aj purchaser and any public utility tax imposed on or measured by receipts from the sale and purchase ofGas between the parties. For purposes of this Agreement, all Gas sales hereunder are deemed as sales for resale and exempt from sales tax. Each party shall be liable for payment ofi its own () Non-Transactional Taxes and (ii) sales and use tax on any non-exempt Gas sales (volumes)." replace Section 7.30 ofthe General Terms in its entirety. G. Payment of Alternative Damages. Section 2.09 of this Agreement shall supersede and H. Indemnities. The indemnities given by Seller, the Sponsor, and Buyer pursuant to Section 8.3 of the General Terms shall be limited to the extent permitted by law and, in the case oft those payable by Seller, shall be Subordinated Expenses (as defined in the Indenture) payable solely from and to Section 10 of the General Terms in its entirety, and all references to any provision of Section 10 in the General Terms shall be disregarded. No party to this Agreement shall have any right to require adequate assurances of performance from any other party to this Agreement under the General Terms, common law, the extent of funds available to pay Subordinated Expenses under the Indenture. I. Financial Responsibility. Article Four of this Agreement shall supersede and replace any statute, or any other law. J. Term. This Agreement may not be terminated except as provided in Article. Four oft this K. Amendments. The last sentence of Section 14.4 of the General Terms is supplemented by Agreement, notwithstanding anything in Section. 12 of the General Terms to the contrary. Section 1.03 ofthis Agreement. SECTION2.09. Alternative Damages. A. Damages for Underdeliveries in Day. IfSeller fails to deliver to the Sponsor on any Day at the Delivery Point the FOMI Nomination fors such Day and Delivery Point and such failure is note excused under this Agreement, then Seller shall pay to Buyer the amount Buyer owes to the Exchanger-Balancer pursuant to the Exchange Agreement on account of such failure on the last Day of the following Month. Buyer shall cause the Exchanger-Balancer to acti in good faith in purchasing such substitute supplies ofGas B. Damages for Underreceipts in Day. Ifthe Sponsor fails toi receive from Seller on any Day at thel Delivery Point thel FOM: Nomination for such Day and Delivery Point and such: failure is note excused under this Agreement, then Buyer shall pay to Seller the amount that Seller owes under the Prepaid Contract on account of such failure on the last Day oft the following Month. Seller shall cause thel Prepaid Seller to acti in good faith in the resale ofs such supplies of Gas sO as to minimize Buyer's damages hereunder. Buyer) by 10:00a.m. Central Time on the fifth (5t) Business Day prior to the beginning of any Month, of the quantities of Gas that are to be delivered by Seller to the Exchanger-Balancer for the credit of the so as to minimize Seller's damages hereunder. C. Nominations. Seller may notify the Exchanger-Balancer (or, if none, the Sponsor and 201558759.16 -60-- Sponsor and Buyer (or, ifno Exchanger-Balancer, then to Buyer) pursuant hereto at the Delivery Point on each Dayi in such Month. FOM Nominations must be constant for alll Daysi in the same Month and may not exceed the quantities per Day scheduled to be sold and delivered to Seller under the Prepaid Contract, unless, at the time ofr nomination, Seller is aware that an event of Force Majeure will exist in thel Month, in which case Seller may nominate reduced quantities for the Days affected thereby by separate nomination, but no compensatory increase in deliveries on any other Day in such Month may exceed the quantities per Day to be delivered pursuant to Section 2.01, unless otherwise agreed by Buyer, which agreement shall not be unreasonably withheld if Seller agrees to assume any incremental expenses of Buyer. If earlier nominations shall ever be required to enable the Exchanger-Balancer (or, ifi none, Buyer) to make timely corresponding nominations to its Transporter, then Seller shall make any nominations hereunder by such earlier time on request of the Exchanger-Balancer (or, if none, Buyer) made sufficiently in advance to enable Seller to make timely nominations hereunder. D. Exclusive Remedy. The collection of the payments provided for in this Section shall comprise the sole and exclusive: remedy for any failure by Seller to deliver Gas hereunder. SECTION2.10. Payments; Subrogation. Except as provided in this Section, (1) amounts payable by Buyer hereunder shall be paid for the account oft the Sponsor, and all amounts payable by the Sponsor hereunder shall bej paid for the açcount of Seller, by deposit ofimmediately: available funds with the Trustee pursuant to thel Indenture and (2) amounts payable by Seller hereunder shall be paid for the account of Buyer by deposit ofi immediately available If,() on thei fourth (4th) Indenture Business Day prior to the end ofa fany Month, there arei insufficient funds deposited with the trustee serving under the Trust Agreement and available to pay all amounts due from Buyer or the Sponsor to Seller hereunder (and all other obligations of Buyer payable on a parity with or senior to such amounts thereunder pursuant to the Trust. Agreement) in such Month, taking into account receivables expected tol be paid by thel Exchanger-Balancer: in suchl Month, or (ii) on thel Indenture Business Day prior to the last Indenture Business Day ofany) Month, there are insufficient funds deposited with the trustee serving under the Trust Agreement and available to pay all amounts due from Buyer or the Sponsor to Seller hereunder (and all other obligations of Buyer payable on aj parity with or senior to such amounts thereunder pursuant to the Trust Agreement) in such Month, then on each such date Buyer shall notify Seller, the Trustee, the Prepaid Seller and MLCI (which, for notices to the Prepaid Seller and MLCI, shall be given in the manner and to the notice addresses provided in the Prepaid Contract), including in such If Buyer or the Sponsor defaults in payment hereunder and such default results in a Mezzanine Loan advance to Seller for any purpose to which such payment by Buyer or the Sponsor could have been applied, then Buyer shall pay to such Mezzanine Lender (in accordance with its right to subrogation provided in the Indenture) all sums owed by Buyer or the Sponsor hereunder until such Mezzanine Lender has been reimbursed by Buyer or Seller the lesser of(a) the amount of such payment in default andi interest thereon at the rate stated in Section 7.5oft the General Terms) or (b) the amount of such Mezzanine Loan advance and interest thereon at the rate payable by Seller on such Mezzanine Loan. If advances are made byr more than one. Mezzanine Lender or by Seller or the Trustee in accordance with Section 3.04, then Buyer shall pay such Mezzanine Lenders in accordance with this Section and the Seller and the Trustee in accordance with Section 3.04t toi reimburse advances with interest int the order in which such advances were funds pursuant to the Trust Agreement. notices the amount oft thei insufficiency toi make payments hereunder. made. 201558759.16 -61- ARTICLE' THREE REPRESENTATIONS AND COVENANTS SECTION3.01. Representations and Warranties. Buyer represents and warrants as follows: A. Organization, Standing, Etc. Buyer is a non-profit public corporation duly organized, validly existing, and in good standing under the laws oft the State ofTexas, including the Enabling Act; the Sponsor is al home rule municipality duly organized and validly existing under Article XI, Section 5 oft the Constitution and the other laws ofthe State ofTexas; and each has requisite power and authority to execute, deliver, and perform this Agreement and to consummate the transactions on its part contemplated! hereby. knowledge of Buyer, threatened against Buyer or the Sponsor, nor any basis therefor known to Buyer, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto or which has resulted in, or could reasonably be expected to result in, a material adverse change in the financial condition or prospects of] Buyer since the date ofi its last financial statements delivered to Seller. C. Observance ofStatutes and Orders. Neither Buyer nor the Sponsor: is in default under any order, judgment, decree, or ruling of any court, arbitrator, or governmental authority or in violation of any applicable law, ordinance, rule, or regulation of any governmental authority, which default or violation, individually ori in the aggregate, could reasonably be expected to result in ai material adverse change in the financial condition or prospects of Buyer since the date ofits last financial statements delivered to Seller or B. Litigation. There is no action, suit, proceeding, or investigation pending against or, to the the ability of] Buyer or the Sponsor to observe and perform its obligations hereunder. D. Enforceability. Each of the Sponsor and the Buyer is duly authorized to execute and deliver this Agreement and to do all such other things and to take all such other actions asi may ber necessary too consummate the transactions on its part contemplated hereby. This Agreement and all certificates and other documents and instruments executed or to be executed by Buyer or the Sponsor in connection herewith have been or will be executed and delivered by one or more officers ofl Buyer or the Sponsor who are, or at the time of execution and delivery were or willl be, duly authorized to effect such execution and delivery on behalf of] Buyer or the Sponsor, respectively. This Agreement, when executed and delivered, will constitute a valid and legally binding obligation of Buyer and the Sponsor, enforceable against Buyer and the Sponsor in accordance with itst terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally, (2) general principles of equity (regardless of whether such enforceability is considered in aj proceeding in equity or at law), and (3) possible sovereign immunity from suit. E. Noncontravention. The execution and delivery by Buyer and the Sponsor of, and performance of their respective obligations under, this Agreement will not (1) violate or conflict with its charter, articles ofi incorporation, or bylaws, (2) contravene, result in any breach of, or constitute a default under, or resulti in the creation ofany lieni ini respect ofany material property of] Buyer or the Sponsor under, any Transaction Document or other indenture, mortgage, deed oft trust, loan, purchase or credit agreement, lease, or other material agreement or instrument to which Buyer or the Sponsor is bound or by which] Buyer or the Sponsor or any ofits properties may be bound or affected, other than thel lien oft the' Trust Agreement, (3) conflict with or result in a breach of any of the material terms, conditions, or provisions ofa any order, judgment, decree, or ruling of any court, arbitrator, or governmental authority applicable to Buyer or the Sponsor, or (4) violate any material provision ofany statute or other rule or regulation ofany governmental authority applicable tol Buyer or the Sponsor. 201558759.16 F. Consents, Etc. No consent, approval, or authorization of, or declaration or filing with, or other action by, any Person (including any governmental authority) that has not been given, made, or taken isi required as a condition precedent to the valid execution, delivery, andj performance of this Agreement by either Buyer or the Sponsor. SECTION3.02. Corporate Existence. Buyer will do or cause to be done all things necessary toj preserve and keep ini full force and effect its corporate existence, rights (charter and statutory), and franchises; provided, however, that Buyer shall not be required to preserve any right or franchise if its board of directors shall determine that the preservation thereofis no longer desirable in the conduct oft the affairs of Buyer and that thel loss thereofis SECTION3.03. To Keep Books; Inspection by Seller and Trustee; Financial. Reports. not disadvantageous in any material respect to Seller or the Sponsor. Buyer willl keep proper books ofrecord and account, iny which full and correct entries shalll be: made ofall dealings or transactions of or in relation to Gas and the properties, business, and affairs of Buyer in accordance with generally accepted accounting principles. Buyer will at any and all times, upon the written request oft the Trustee or Seller, and at the expense of Buyer, permit such Person by its representatives to inspect the plants and properties, books of account, records, reports, and other papers ofBuyer, and to take copies and extracts therefrom, and will afford and procure a reasonable opportunity to make any such inspection, and Buyer will furnish to each such Person any and all information as such Person may reasonably request, with respect to thej performance by Buyer ofits covenants in this Agreement. Buyer will: furnish to Seller and the Trustee: A. Audit Report: as soon as available, and in any event within four months after the end ofeach calendar year, beginning with the calendar year ending December 31, 2025, copies of financial statements of Buyer, as at the end of such period, prepared in accordance with generally accepted accounting principles and accompanied by a report and opinion of an independent accountant ofr nationally recognized standing based upon an examination made in accordance with generally accepted auditing standards; and B. MSRB Filings: all statements, reports, and other documents provided to the Municipal Securities Rulemaking Board, promptly after being sO provided. SECTION 3.04. Advances by. Seller or the Trustee. Ifthe Sponsor or Buyer shall fail to perform any ofits covenants in this Agreement, Seller or the Trustee may make advances to effect performance of any such covenant on behalf ofs such Person; and all moneys sO used or advanced by Seller or the Trustee, together with interest at the rate of the prime commercial lending rate of the Trustee, shall be repaid by the Sponsor or Buyer, as applicable, upon demand, subject to the provisions of Section 2.10. 201558759.16 -63- SECTION: 3.05. Statement as to Compliance. Buyer will deliver to Seller and the Trustee, within four months after the end ofe each fiscal year, a written statement signed by the President, a Vice President, or the Executive Director of Buyer tot the effect that: A. supervision, and B. Performance Review: areview oft the activities of Buyer and the Sponsor during Results of Review: to the best ofs such person' s knowledge, based on such review, such year and of performance under this Agreement has been made under such person's Buyer and the Sponsor have fulfilled all their obligations under this Agreement throughout such year, or, ift there has been a default in the fulfillment of any such obligation, specifying each such Promptly after any officer ofE Buyer may reasonably be deemed tol have knowledge ofa default by either Buyer or the Sponsor hereunder, Buyer will deliver to the Trustee a written notice specifying the nature and period of existence thereof and the action Buyer or the Sponsor is taking and proposes to take default known to such person and the nature and status thereof. with respect thereto. SECTION3.06. Compliance with and Preservation ofTransaction Documents. Buyer and the Sponsor shall observe and perform each and every covenant and obligation on its part tol be observed andj performed pursuant tot the Transaction Documents to whichitisa party; Buyer shall employ: reasonable efforts to enforce every material covenant and obligation thereunder to be observed and performed by each other party to the Transaction Documents; and neither Buyer nor the Sponsor shall amend, release, or waive compliance with any such covenant or obligation or terminate any Transaction Document or agree to any successor or assign of or subcontract by any party to a' Transaction Document or fail to extend or replace any Transaction Document to which iti is aj party, unless otherwise agreedby Seller. Buyer hereby appoints each of Seller and the Trustee as its attorney-in-fact with power to make all demands and bring all actions as such attorney may deem advisable to enforce each and every material covenant and obligation to be observed or performed on thej part of any party other than Buyer pursuant to the Transaction Documents, without joinder of any other Person. Buyer shall cooperate with Seller and the Trustee in any action to enforce any such covenant or obligation. Ifthe Exchange Agreement shall expire or be terminated, Buyer (a) shall use reasonable efforts to enter into a replacement Exchange Agreement with another Person and, if it fails to do so, (b) on written request by the Prepaid Seller shall enter into a replacement Exchange Agreement with any Person on substantially the same terms ast the expiring or terminated: Exchange. Agreement, provided that, ()t the senior long-term unsecured obligations of such Person are rated investment gradel by at least one. Rating Agency, if Buyer concludes that a Person sO rated and acceptable to Buyer is willing to enter into or guaranty a replacement: Exchange Agreement, and (ii) the enteringi into ofsuch replacement) Exchange Agreement with such Person does not result int the suspension, withdrawal, or reduction of any rating assigned tot the Bonds by any Rating Agency below the rating then assigned by it to the Bonds; and provided further that the Prepaid Seller may agree to waive the requirements of Clause (). SECTION3.07. Compliance with Laws. Buyer will materially comply with all material laws, ordinances, or governmental rules or regulations to which it is subject, including environmental laws, and will obtain and maintain in effect all 201558759.16 -64- material licenses, certificates, permits, franchises, and other material governmental authorizations necessary to the conduct ofi its business, in each case to the extent necessary to ensure that noncompliance with such laws, ordinances, or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises, and other governmental authorizations could not reasonably bee expected, individually or int the aggregate, to result in a material adverse changei in its financial condition or prospects. SECTION3.08. Financial Covenants. Buyer shall noti issue ori incur indebtedness for borrowed: money or to acquire property or enter into acontract: fort thej purchase (or tol hedge thej price or value) ofGas or requiring payment for services or goods that are: not delivered substantially contemporaneously to Buyer, unless in each case Buyer and Seller shall have delivered to the Trustee written confirmation from each Rating Agency that such action will not result in a suspension or withdrawal of any rating then assigned by such Rating Agency to any Bonds or a reduction int the rating assigned by such Rating Agency to any Bonds below the lower ofthe initial or then current rating assigned by such Rating Agency to the Bonds. SECTION3.09. Tax Covenants. A. General. Buyer shall not take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the excludability of interest on any Bond from the gross income, as defined in section 61 ofthe Code, oft the owner thereoffor federal income tax purposes. Buyer and Seller shall execute such amendments hereof and supplements hereto (and shall comply with the provisions thereof) as may, in the Opinion ofCounsel (as defined int the Indenture), be necessary top preserve or perfect such exclusion. Buyer shall comply with each specific covenant in this Section at all times prior to the last retirement of Bonds (and, int the case of Subsection Gofthis Section, until compliance therewith ini full), unless and until there shall have been delivered to the Trustee an Opinion of Counsel (as defined in the Indenture) to the effect that failure to comply with such covenant, either generally or to the extent stated therein, shall not adversely affect the excludability ofinterest on any Bond from the gross income, as defined in section 61 ofthe Code, oft the owner thereof for federal income tax purposes, and thereafter such covenant shall no longer be binding upon Buyer, generally or to such extent as the case may be, anything in any other Subsection oft this Section to the contrary notwithstanding. B. Representations. All representations, warranties, and certifications made by Buyer or any officer thereofin connection with the delivery ofthe Bonds on the date ofinitial authentication and delivery thereof, including, but not limited to, those representations, warranties, and certifications contained in any certificate related to the federal income tax status of the Bonds, are and shall bet true, correct, and complete (i) Buyer shall not use or permit the use of Gas sold or funds paid to it by Seller or the Sponsor hereunder or proceeds ofs sale of such Gas directly or indirectly in any Private Business Use. As used herein, "Private Business Use" means any trade or business carried on by any Person, or any activity of any Person other than a natural person, in each case excluding state and local governments, unless such use is merely as a member (and, except possibly for the amount of use and any corresponding rate adjustment, is extended on in all material respects. C. No Private Use or Payments. Prior to the last retirement of the Bonds of any issue, the same terms as to all other members) oft the general public. For purposes oft the: foregoing covenant, property is considered to be "used" bya a Person if: (1) Dispositions: it is sold or otherwise disposed of, or leased, to such Person; 201558759.16 -65- (2) Operation or Management: iti is operated, managed, or otherwise physically employed, utilized, or consumed by such Person, excluding operation or management pursuant to an agreement which meets the guidelines set forth in Revenue Procedure 2017-13, including any amendments or revisions thereto; (3) Contractual Commitments: capacity in or output or service from suchj property is reserved or committed to such Person under a take-or-pay, output, incentive payment, or similar (4) Special Services: such property is used to provide service to (or such service is committed to or reserved for) such Person on al basis or terms which (exceptpossibly fortheamount ofuse and any corresponding rate adjustment) are different from the basis or terms on which such service is provided (or committed or reserved) to members oft the public generally; or contract or arrangement; (5) Burdens and Benefits: substantial burdens and benefits of ownership of such property are otherwise effectively transferred to such Person, but the temporary investment of Proceeds pending application for their intended purposes shall not constitute "use" ofProceeds. Notwithstanding the foregoing, Buyer may sell to the Exchanger-Balancer for Private Business Use quantities of Gas purchased by itl hereunder with a cumulative value (equal to the price payable to thel Issuer under the Price Swap referred toi int the Indenture for thel Month ofdelivery) to any date that does not exceed the lesser of (a) $15,000,000 or (b): 5% of the cumulative value (as SO determined) of all gas purchased hereunder as ofs such date. D. No. Private. Loan. Buyer shall not use Gas sold or funds paid to it by Seller or the Sponsor hereunder or proceeds of sale of such Gas to make or finance loans to any Person other than a state or local government, excluding loans consisting of temporary investments of money pending application for its intended purposes. Forj purposes oft the foregoing covenant, Gas or money is considered tol be "loaned'to aPerson if(1): such Gas or property acquired, constructed, or improved with such money is sold or leased tos such Person in ai transaction which creates a debt for federal income tax purposes or (2)indirect benefits, or burdens and benefits ofownership, ofsuch Gas or money are otherwise transferredi in at transaction which ist the economic equivalent ofa loan. E. Use in Qualified Service Areas. Buyer shall cause each Municipal Buyer to forecast, nominate, and sell or burn Gas purchased by it through the Sponsor from Buyer pursuant to a Purchase Contract (as defined in the Cooperative Contract) or Flex Gas Sales Contract such that all such Gas is (I)furnished to customers of the Municipal Buyer who purchase such Gas other than for resale or to produce electricity for sale and are located in either (a) an area throughout which the Municipal Buyer provided, at all times during the 5-year period ending on the date ofinitial authentication and delivery of the Bonds, natural gas transmission or distribution services or (b)an area recognized as the natural gas service area of the Municipal Buyer under state or federal law, or (2) used by the Municipal Buyer to produce electricity that is furnished to electric customers of the Municipal Buyer who purchase such electricity other than for resale and arel located in either (a) an area throughout which thel Municipal Buyer provided, at all times during such 5-year period, electricity distribution service or (b) an area recognizeda las the electricity service area of thel Municipal Buyer under state or federal law, all determined in accordance with written explanations provided by Seller to. Buyer from time to time, or (3) usedb by thel Municipal Buyer to produce electricity that is sold to a utility owned by a state or local government and is furnished by such utility to electric customers ofsuch utility whoj purchase suchelectricity other than forr resale and are located in either (a) an area throughout which such utility provided, at all times during such 5-year period, electricity distribution service or (b) an area recognized as the electricity service area of such entity under state or federal law, all determined in accordance with written explanations provided by Seller to Buyer 201558759.16 -66- from time to time, or (4) sold to a utility owned by a state or local government that furnishes or uses such gas solely as described in the immediately preceding Clauses (1), (2), and (3), applied as ifr references to "the Municipal Buyer" therein were to such utility, or (5) used to fuel the pipeline transportation of such Gas. The uses and sales described in Clauses (1) through (5) of the immediately preceding sentence that comply with the provisions of Subsections Cand Dofthis Section arei referredt tol herein as "Qualified Use." Buyer shall not release, waive, or amend any such obligations ofal Municipal Buyer and, ifits should know ofany breach in any such obligation, shall take such actions as may be necessary to cause such Municipal Buyer to observe. andj perform such obligations and shall report such breach to Seller. Buyer shall employ reasonable efforts to cause all Gas purchased, or exchanged for Gas purchased, by it hereunder to be sold to Municipal Buyers for Qualified Use. Buyer shall retain at least one broker (that markets at least 1501 BcfofGas annually, excluding Gas purchased hereunder) to assist iti inr marketing Gas tol Municipal Buyers at all times during thet term ofthis Agreement when Gas tol be delivered) hereunder and under the Initial Gas Supply Contract, the Intervening Gas Supply Contracts, and the other Qualified Acquisition Rights, ifany, in the current or any succeeding Month exceeds the combined purchases ofGas committed to be made in such Months by Municipal Buyers under the Cooperative Contact and Flex Gas Buyer shall review on a monthly basis the current and cumulative amounts of Gas purchased hereunder and used for a Qualified Use, and the current and cumulative amounts of Gas used for Private Business Use, and report such amounts to Seller quarterly. Ifeither the current or cumulative amount of Qualified Use of such Gas is less than 90% oft the total current or cumulative amount of such Gas, or if either the current or cumulative value ofs such Gas used for Private Business Use exceeds $10,000,000 or 5% oft the current or cumulative value of the total current or cumulative value of such Gas (each valued as described in Subsection Cofthis Section) in any. Month, the Buyer shall make such inquiries ofN Municipal Buyers which have executed Purchase Contracts (as defined ini the Cooperative Contract) or Flex Gas Sales Contracts and letters ofintention to purchase Gas from Buyer (through the Sponsor) as shall be necessary to make a reasonable estimate of the amounts of Qualified Use and Private Business Use of Gas to be purchased from Seller hereunder, based on historical use and demonstrably indicated expected changes in use, and shall report the results ofs such inquiries to Seller. Forj purposes ofthis Subsection, all purchases of Exempt Gas (as defined in the Cooperative Contract) by Municipal Buyers under the Cooperative Sales Contracts. Contract and Flex Gas Sales Contracts shall be allocated: (1) Initial Gas, Sales Contract: first, to Gas purchased by Buyer under thel Initial Gas Supply Contract or Gas exchanged therefor, (2) QualfedAcquisiton Rights: second, (a) No Cumulative Deficit: sO long as no Cumulative Deficit from any Qualified Acquisition Right exceeds $15,000,000, to Gas purchased or produced under Qualified Acquisition Rights (or Gas exchanged therefor), ratably in proportion to the quantities of Gas purchased or produced under the respective Qualified Acquisition Rights in the three-month period ending with the Month of such Exempt Gas purchase, and (b) One or More Cumulative Deficits: sO long as the Cumulative Deficit for (i) Sales Brokered by Gas. Suppliers: to Gas purchased or produced under each Qualified Acquisition Right (or Gas exchanged therefor) to the extent ofsales under Flex Gas Sales Contracts brokered by or on behalfofthei related Gas Supplier that do not reduce the Cumulative Deficit for such Qualified. Acquisition any Qualified Acquisition Right exceeds $15,000,000, Right to less than zero, and 201558759.16 -67- (ii) Non-Brokered Sales: to Gas purchased or produced under respective Qualified Acquisition Rights (or Gas exchanged therefor), ratably in proportion to the quantities of Gas purchased or produced under the respective Qualified. Acquisition Rights in the three-month period ending with the Month of such Exempt Gas purchase, to the extent (but only to the extent) oft the quantity of Gas sold (A) to "Buyers" (as defined in the Cooperative Contract) or (B) pursuant to sales under Flex Gas Sales Contracts that either (I) are not brokered by or on behalfofa Gas Supplier or (II) are ofGas purchased or produced undera Qualified Acquisition Right for which the Cumulative Deficit is zero or less (or Gas exchanged therefor), and (3) Other: third, to all other Production Rights and Gas Supply Contracts, all to the extent consistent with the Regulations (as defined in the Indenture). As soon as possible (and, in any event, within one Month) after the end of each calendar quarter, beginning with the first calendar quarter Gas is delivered hereunder, Buyer shall provide to Seller a report setting forth the following: (i) the quantity of Gas delivered hereunder in such calendar quarter and used for a Qualified Use and the value of Gas sold to the Exchanger-Balancer or otherwise used for al Private Business Use in such preceding calendar quarter (valued as described in Subsection C of this Section), (ii) the percentage that the quantity of Gas delivered hereunder in such calendar quarter and used for a Qualified Use bears to the total quantity of Gas delivered hereunder in such calendar quarter, (iri) the percentage that such value ofGas used for a Private Business Use in such calendar quarter bears tot the total value of Gas delivered hereunder in such calendar quarter, (iv) the cumulative quantity of Gas delivered hereunder and used for a Qualified Use, and the cumulative value of Gas delivered hereunder and used for Private Business Use, through such calendar quarter, (v) thej percentage that the cumulative quantity of Gas delivered hereunder through such calendar quarter and used for a Qualified Use bears to the cumulative quantity of Gas delivered hereunder through such calendar quarter, (vi) thej percentage that the cumulative value of Gas delivered hereunder through such calendar quarter and used for Private Business Use bears to the cumulative value of Gas delivered hereunder through such calendar quarter, and (vii) a schedule setting forth, for each calendar quarter remaining in the term of this Contract, (A) the quantity of Gas to be delivered hereunder for which Buyer has firm commitments for the sale of such Gas for a Qualified Use and (B) the quantity ofGas that Buyerreasonably expects tol be delivered hereunder fors sale foraQ Qualified Use under Purchase Contracts (including Purchase Contracts that are expected tol be extended annually and the Bonds of any issue, directly or indirectly invest money paid by Seller to. Buyer from proceeds ofs such Bonds in any Taxable Investment (as defined in the Indenture), ifas ai result ofs such investment the Yield (as defined in the Indenture) of all Taxable Investments acquired with (or representing an investment of) such money, whether then held or previously disposed of, on or prior to the date ofsuch: investment exceeds the Yield oft the Bonds ofs such issue, excluding from the foregoing, however, money held for a "temporary period" described in Section 1.148-2(e) or 1.148-9(d) of the Regulations (as defined in the Indenture), or ina' "reasonably required reserve or replacement, fund" described in (but only to the extent permitted by) Section 1.148-2(f) or 1.148-9(e) of such Regulations, or as less than a "minor portion" described in Section 1.148-2(g) or 1.148-9()ofsuch Regulations, in each case to the extent (but only to the extent) such Sections are applicable to the Bonds ofs such issue. Buyer shall not (and shall not direct the trustee under the Trust Agreement to) invest money paid tol Buyer from proceeds ofthel Bonds ofany issuei in any Taxable Investment that is not of a type traded on an established securities market, within the meaning of section 1273 of the Code, except for investments of the type and made in the manner described in new Purchase Contracts) or Flex Gas Sales Contracts. F. Not to. Invest at Higher Vield. Buyer shall not, at any time prior to the final retirement of Section 1.148-5(d)(6) ofsuch Regulations. 201558759.16 -68-) G. Arbitrage Rebate. Buyer shall: retain all ofits accounting records relating to the funds and accounts held under the Trust Agreement for at least six years after the dates oft the final retirement oft the Bonds ofthe applicable issue. Buyer shall provide suchi information to Seller on request as and tot the extent required to enable Seller to comply with Section 10.11 oft the Indenture. H. "Issue." As used in this Section, an "issue" ofBondsi includes all Bonds treated as part of the same "issue" pursuant to Section 1.150-1(c) oft the Regulations (as defined in the Indenture). SECTION3.10. Additional Buyers. Whenever(1) Buyer does not reasonably expect that at least 95% oft the Gas sold and delivered and tol be sold and delivered hereunder throughout the term hereofwill be used for a Qualified Use or that less than 5% and $15,000,000 (valued at the fixed prices specified in the initial Price Swap referred to in the Indenture for each Month) ofs such Gas will be used for Private Business Use, or (2) the Cumulative Deficit exceeds $15,000,000 for each of the six immediately preceding Months or $1 for each oft the immediately preceding 121 Months or $50,000,000: for thei immediately preceding Month, then (a) subject to. Section 3.10 oft the Intervening Gas Supply Contracts, Buyer and the Sponsor shall enter into al Purchase Contract (as defined in the Cooperative Contract) or a. Flex Gas Sales Contract with any state or local governmental unit that Seller or the Prepaid Seller induces to enter into the same (on substantially the same terms on which Buyer contracts for the sale of Gas to other buyers or on other terms and prices negotiated in good faith by Buyer and the Prepaid Seller), and accept orders for thej purchase of Gas for Qualified Uses that arer received by Buyer from such state or local governmental units when requested by Seller, provided that the senior long-term revenue obligations ofs such state or local governmental unit or any guarantor of their obligations thereundera are: rated at least investment grade by Moody'sa and the credit ofsuch state orl local governmental unit (or such guarantor) is approved by the Exchanger-Balancer: in accordance with the Exchange Agreement. As used above, "guarantor". includes any party that is contractually responsible to) Buyer for payment ofa buyer's obligations for Gas delivered and "guarantee" shall have a corresponding meaning. Whenever the Cumulative Deficit exceeds an amount specified: in the followingt table, Buyer shall offer Gas for sale under Flex Gas Sales Contracts with Municipal Buyers induced by Seller or the Prepaid Seller to purchase Gas from Buyer in response to such Cumulative Deficit at the discount offered under other Flex Gas Sales Contracts or, to the extent such discount does not exceed ther maximum discount set forthopposite the amount ofs such Cumulative Deficit below, at the discount otherwise required to reduce the Cumulative Deficit below $15,000,000 at the earliest practical date: Cumulative: Deficit $15,000,000 but less than $25,000,000 $25,000,000 or more Maximum Discount $0.10 per MMBtu $0.20 per MMBtu To the extent required to avoid al Reduction Event, as defined in the Prepaid Contract, orifthe Cumulative Deficit exceeds $50,000,000 or has been positive at the end of each of the immediately preceding 12 months, Buyer shall offer Gas for sale under) Flex Gas Sales Contracts att the same discount at which its sells Gas under the Cooperative Contract or, iflower, at discounts that nonetheless enable Buyer to reduce the Cumulative Deficit below $15,000,000 within nine: months, subject to. Section 7.05ofthe' Trust Agreement. Notwithstanding the foregoing, but subject to Section 3.09, Buyer shall not execute or activate a Purchase Contract with al Municipal Buyer located outside Texas within six months after issuance oft the Bonds if, as a result, the combined expected annual requirements for Gas required tol be suppliedby Buyer under all active Purchase Contracts with Municipal Buyers located outside Texas would exceed the annual quantity of Gas purchased by Buyer under the Initial Gas Supply Contract and the Intervening Gas Supply Contracts. Buyer will cause the Administrator to notify, within one month after issuance oft thel Bonds, all municipal utilities in' Texas known by the Administrator toj purchase Gas for resale (or to generate electric 201558759.16 -69- energy) that they are eligible to execute Purchase Contracts. Buyer shall not enter into transactions for the sale of Gas purchased hereunder to. Flex Buyers located outside Texas unless no Municipal Utility located within Texas that is aj party to al Flex Gas Sale Contract has offered to purchase such Gas on substantially the same terms or other terms acceptable tol Buyer. SECTION3.11. Continuing Disclosure and Reporting. Buyer shall provide to Seller all financial information and operating data required to enable Seller to comply timely with its obligations under Article Sixteen ofthel Indenture and Section 3.06B ofthel Prepaid Contract. 201558759.16 -702 ARTICLE FOUR DEFAULTS AND REMEDIES SECTION. 4.01. Events of Default. "Event of Default," wherever used herein, means any one oft the following events (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation oflaw or pursuantt to anyj judgment, decree, or order ofany court or any order,rule, or regulation nofanyadministrative or governmental body): A. Days; or B. Payment Default: default in the payment when due ofany amount due andj payable by the Sponsor or Buyer hereunder and continuance of such default for two Indenture Business Covenant Default: default in the performance, or breach, of any covenant or material warranty (other than a covenant or warranty a default in the performance or breach of whichi is elsewhere: ini this Section specifically dealt with)ofthe Sponsor orl Buyeri int this Agreement and continuance of such default or breach for aj period of 30 days after there has been given, by registered or certified mail, to the Sponsor and Buyer by Seller or the Trustee, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice isa a Buyer, as debtor, under the Bankruptcy Code or any other applicable federal or statel law ofs similar import, or the entry ofa decree or order by a court having, jurisdiction in thej premises appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official ofc or for the Sponsor or Buyer, or ordering the winding up or liquidation of the affairs of the Sponsor or Buyer, and the continuance of the case commenced by such petition or any such decree or order unstayed and in effect for a period of 90 consecutive days, unless such decree or order has been limited sO as to remove the Transaction Documents and the assets related thereto from the control, supervision, and jurisdiction of the court entering such decree or order and of such custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official by the end of such voluntary case under the Bankruptcy Code or any other applicable federal or state law of similar import, or the consent or acquiescence by the Sponsor or Buyer to the commencement ofs such a case under the Bankruptcy Code or any such law or to the appointment of or taking possession by ac custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Sponsor or Buyer, or the making by the Sponsor or Buyer of an assignment for the benefit of creditors, or the admission by the Sponsor or Buyer in writing of its inability to pay its debts hereunder as they become due, or the taking of corporate action by the Sponsor or Buyer in turtherance of any such action and a court shall not have limited such case, petition, or possession so as to remove the Transaction Documents and the assets related thereto from the control, supervision, and jurisdiction of such court or custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official within 90 days after such commencement, consent, or an outstanding principal balance in excess of the combined balances of the Buyer Operating Reserves and continuance of such default beyond any applicable grace or cure period, as a result "Notice of Defaule" hereunder; or C. Involuntary. Bankruptcy: the filing ofaj petition for relief against the Sponsor or period; or D. Voluntary Bankruptcy: the commencement by the Sponsor or Buyer of a acquiescence; or E. Material. Debt Default: a default by Buyer in respect of any debt of Buyer having 201558759.16 -71-i ofwhich the holder ofs such debt has ar right to accelerate such debt pursuant to the terms applicable thereto; or F. Litigation: thei rendition against Buyer by acourt ofrecord ofa final judgment for the payment ofmoney (which, together with all other outstanding final judgments for the payment of money against Buyer, exceeds the combined balances of the Buyer Operating Reserves), and failure by Buyer to discharge the same or provide for its discharge in accordance with itst terms or procure a stay of execution thereof within 30 days from the date of entry thereof or within such period of 30 days, or such longer period during which execution ofs such judgment shall have been stayed, to move to vacate such judgment or appeal therefrom and cause the execution thereoft to be G. Cross Default: an event of default, as therein defined, under any Transaction Document shall have occurred and be continuing or, if no such event of default is defined thereunder, material default in the performance, or breach, of any material covenant or warranty under any Transaction Document by any party thereto other than Seller, and continuance ofs such default or breach for a period of 30 days after there has been given to such party by the Sponsor, Buyer, Seller, thel Prepaid Seller, or the Trustee a written notice specifying such default or breach stayed pending determination ofs such: motion or during such appeal; or and requiring it to be remedied within such 30-day period. SECTION4.02. Remedies. Ifan] Event ofDefault occurs and is continuing, then and in every such case Seller may (1): suspend further sales and deliveries of Gas to the Sponsor and Buyer hereunder (in whole or in part, at Seller's election) or (2) terminate this Agreement, in either case effective immediately, and in any such case Seller may sell and deliver Gas to third parties. IfSeller suspends sales and deliveries hereunder in whole or part on account of an Event of Default, Seller shall not be obligated to end such suspension unless and until such Event ofDefault is cured, Seller determines that such Event of Default is unlikely to reoccur, and the Prepaid Seller has ar reasonable time to nominate resumed deliveries in accordance with Section 2.05 oft the Ifan Event ofI Default occurs and is continuing, then in every such case Seller may also proceed to protect and enforce its rights and the rights of the Trustee against Buyer and the Sponsor under this Agreement by a suit, action, or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable, or other remedy, as Seller shall deem most effectual to protect and enforce any of the rights of Seller, the Trustee, and any Person having subrogation rights as provided in the Indenture and described in Section 2.10. Buyer shall pay all costs and expenses incurred by Seller or the Trustee, as assignee of Seller, in enforcing observance and performance of Buyer's obligations hereunder, including costs of court and attorneys fees, and shall pay interest on all sums payable to Seller or the' Trustee hereunder at a rate equal to the Trustee's! prime rate or the average rate ofi interest borne by the Bonds, whichever: is greater, plus 2% Noi right or remedy herein conferred upon or reserved to Seller or the Trustee, as assigneeofs Seller, is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and: remedy given hereunder or nowo or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment ofany other appropriate Prepaid Contract. per annum from the due date until paid. right or remedy. 201558759.16 -72- No delay or omission of Seller or the Trustee, as assignee of Seller, to exercise any right or remedy accruing upon an Event of] Default shall impair any such right or remedy or constitute: a waiver ofa any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to Seller or the Trustee, as assignee of Seller, may be exercised from time to time, and as often as may be All rights, remedies, and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision ofl lawi in thej premises, and all thej provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary sO that they will not render this Agreement invalid, unenforceable, or not entitled to be recorded, registered, or filed under thej provisions Notwithstanding anything in this Section or Section. 2.04, neither Seller nor the' Trustee, as assignee ofSeller, shall suspend or terminate sales of Gas to Buyer unless (a) Seller has entered into an agreement substantially to the effect oft the Exchange Agreement for the exchange and balancing of Gas delivered by Seller at thel Delivery Point, (b) an. Event ofDefault has existed hereunder, or Seller has sold Gas tol Buyer atal Discount that exceeds the greatest. Discount described in the second paragraph ofSection 2.04, for three deemed expedient, by such Persons. ofany applicable law. consecutive Months, or (c) the Prepaid Seller consents. Notwithstanding any other provisions hereof, neither Buyer nor the Sponsor shall, for a period of one year and one day following payment in full of all bonds (other than the Bonds) hereafter issued by Seller and rated by Moody's, institute against Seller, or join in any institution against Seller of, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under any United States federal or state bankruptcy or similar law, or any proceeding for a receivership under any state law, in respect of any such duty, obligation, covenant, agreement, promise, or liability of Seller. 201558759.16 -73- ARTICLEI FIVE MISCELLANEOUS SECTION5.01. Limited Obligations. A. General. Neither Seller nor the Sponsor nor Buyer shall be obligated to observe and perform any obligation hereunder except from and to the extent of the property and sources of funds to which such Person's obligations hereunder are limited by this Section, to which all recourse ofa any other party hereto shall be limited. No provision of this Agreement shall require any party hereto to expend or risk any other funds or incur any other financial liability in thej performance of any ofi its duties hereunder, orint the exercise ofany ofits rights or powers. Anything in this Agreement to the contrary notwithstanding, thej performance by any party hereto ofall duties and obligations imposed upon it hereby, the exercise by itofa all powers granted to it hereunder, the carrying out of all covenants, agreements, andj promises made byi itl hereunder, and liability ofsuch party for all warranties and other covenants herein, whether inc contract, tort, or otherwise, shall ber non-recourse obligations limited solely to, andj payable and performable by such party solely from and to the extent of, such property and sources off funds; no such party shall be required toe effectuate any of such duties, obligations, powers, or covenants except from, and to the extent of, such property and sources of funds; and the other parties hereto shall assert, and there shall be, no other recourse, direct or indirect, against such party or any funds or property ofs such party hereunder or on account of any such duties, obligations, powers, or covenants except. from, and to the extent of, such funds and properties. Whether or not therein expressly sO provided, every provision of this Agreement shall be subject to the provisions of this Section. No party hereto or other beneficiary hereof shall have any right to demand payment or performance by any other party hereto out of money raised or to be raised by taxation. B. Seller Obligations. The obligations ofSeller hereunder shall be limited to thej property and funds held or pledged, or required to be held or pledged, under the Indenture, including the Prepaid Contract, Gas sold and delivered to Seller thereunder or exchanged therefor, proceeds of the Bonds, commodities price andi interest rate hedgeagreements, and amounts paid to Seller hereunder and thereunder. C. Sponsor Obligations. The obligations oft the Sponsor hereunder shall bel limitedt to the Gas delivered to it by Seller pursuant to Section 2.01, the Sponsor's rights under this Section, the proceeds of sale ofs such Gas to Buyer pursuant to Section 2.01, and such other funds as may be paid to the Sponsor by any other party hereto to enable it to observe or perform any ofi its obligations hereunder. D. Buyer Obligations. The obligations of Buyer hereunder shall be limited to (1)proceeds from its sale of Gas purchased from Seller hereunder and Gas received in exchange for such Gas (determined: in accordance with Section 7.16ofthe Trust Agreement) plus deposits received, less deposits made, by Buyer in respect thereofunder the Exchange Agreement, (2) other payments received by Buyer pursuant to the Transaction Documents (or on account of any default or breach thereunder) ini respect of such Gas, and (3) to the extent permitted by the Trust Agreement, other funds held by or required to be deposited thereunder. SECTION 5.02. No Recourse Against Officers, Etc. Noi recourse under or upon any obligation, covenant, or agreement contained: in this Agreement, or for any claim based thereon or otherwise in respect thereof, shall bel had against any incorporator, or against any past, present, or future director, officer, employee, or agent or member of the governing body, as such, ofany party hereto or ofany successor, or against any Person with whom any such party has contracted for goods or services, including the Administrator, either directly or through such party, whether by virtue of any constitution or statute or rule of law, or by the enforcement of any assessment, judgment, or penalty, or otherwise; it being expressly understood that this Agreement is solely a corporate obligation, and that no 201558759.16 -74-5 such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, directors, officers, or employees, as such, of such party or any successor, or any member of its governing body, or any such contracting Person, or any of them, by reason of the obligations, covenants, or agreements contained in this Agreement or implied therefrom, and that any and all such personal liability either at common law or equity or by constitution or statute of, and any and all such rights and claims against, every such incorporator, member, director, officer, employee, or Person, as such, are hereby expressly waived and released as a condition of, and in consideration for, the execution oft this Agreement. SECTION 5.03. Timeofthei Essence. imposed upon the parties hereto by this Agreement. SECTION: 5.04. No Fiduciaries. Time shall be oft the essence in the payment or performance of the obligations from time to time Notwithstanding any provision herein to the contrary, the relationship among all parties hereunder shall be as independent contractors acting as principals, and not as agents, trustees, or fiduciaries for any other party hereto. Each party hereto undertakes to perform such duties, and only such duties, on its part as are specifically set forth in this Agreement, and no implied duties, covenants, or obligations shall be inferred from or read into any provision oft this Agreement. SECTION5.05. Independence of Seller, Buyer, Sponsor, and. Affiliates. The Sponsor acknowledges that the Municipal Buyers, the holders of Bonds issued from time to time, and any Person whoi insures payment ofsuch] Bonds will rely upon (and wouldb be substantiallyharmed ift the Sponsor does not preserve), and the Sponsor therefore agrees not to take any action that would interfere with, the independent identities and independent corporate existence of Seller, Buyer, the Affiliates, and the Sponsor so long as Seller remains obligated hereunder or under the Indenture. Without limiting the generality of the foregoing, for SO long as Seller remains obligated hereunder or under the Indenture, the Sponsor shall noti include the assets or liabilities of Seller ini the financial statements ofthe Sponsor; shall not commingle the assets or accounts of Seller, Buyer, any Affiliate, and/or the Sponsor; shall not refer to Seller or its assets or activities as a division, department, or other part of, or as owned by, the Sponsor, Buyer, or any Affiliate; shall: not seek to borrow money, issue bonds or other obligations, or otherwise obtain credit on the basis of Seller's assets; in the event the Sponsor shall file aj petition under chapter 9 of the United States Bankruptcy Code, shall: not request or consent to the consolidation of Seller, Buyer, or any such Affiliate or its assets or liabilities in the case commenced by such petition; shall not commingle the assets or activities of the Sponsor, Buyer, or any Affiliate with those of Seller; and, in the event the Sponsor elects to exercise any power granted to it pursuant to Section 303.045 of the Enabling Act, shall do sO only in ai manner that observes all requisite corporate formalities applicable to Seller. 201558759.16 -75- IN WITNESS WHEREOF, Seller, Buyer, and the Sponsor have duly executed this Agreement as ofti the day and year first written. Sponsor Address and Numbers: 155E. Colorado La Grange, Texas 78945 Attention: City Manager Telephone: (979)968-5805 Facsimile: (979)968-5743 Email: mayor@cityolig.com Attest/Countersign: CITY OF LA GRANGE, TEXAS, as Sponsor By: Jan Dockery, Mayor Janet Bayer, City Secretary [Signature page to Natural Gas. Supply Contract among Texas Municipal Gas Acquisition and Supply Corporation V, Municipal Gas Acquisition and Supply Corporation, and the Cityofi La Grange, Texas] 201558759 -76-1 MuniGas Address and Numbers: Three Riverway, Suite 1900 Houston, Texas 77056 Attention: Executive Director Telephone: (713)888-3300 Facsimile: (713)888-0239 Email: otmupyémmegsn MUNICIPAL GAS ACQUISITION AND SUPPLY CORPORATION, d/b/a Texas Municipal Gas Corporation II, TMGC II, and MuniGas, as Buyer By: Glen] Pape, President Attest: Shawn Raborn, Secretary [Signature page to Natural Gas Supply Contract among Texas Municipal Gas Acquisition and Supply Corporation V, Municipal Gas Acquisition and Supply Corporation, and the City ofLa Grange, Texas] 201558759 -77-2 TexGas V Address and Numbers: Three Riverway, Suite 1900 Houston, Texas 77056 Attention: Executive Director Telephone: (713)888-3300 Facsimile: (713)888-0239 Email: Kober.murphy@munienergy.com TEXAS MUNICIPAL GAS ACQUISITION AND SUPPLY CORPORATION V,d/b/a TexGas V, as Seller By: Janet Moerbe, President Attest: Deborah Bradley, Secretary [Signature page to Natural Gas Supply Contract among Texas Municipal Gas. Acquisition and, Supply Corporation V, Municipal Gas Acquisition and Supply Corporation, and the CityofLa Grange, Texas] 201558759 -78.3 EXHIBIT ATO NATURAL GAS SUPPLXCONTRACT General Terms and Conditions Base Contract for Sale and Purchase of Natural Gas SECTION1. PURPOSE AND PROCEDURES 1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on al Firm orl Interruptible basis. "Buyer" refers tot the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement between The parties have selected either the "Oral Transaction Procedure" or the "Written Transaction Procedure" asi indicated on 1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement transaction of the may be The parties shall bel legally bound from the time they so agree to transaction terms and may each rely thereon. such transaction parties. Party shall, and the other party may, confirm at telephonic transaction by sending the other party a Transaction Confirmation Confirming EDI or mutually agreeable electronic means within three Business Days of at transaction covered by this Section 1.2 (Oral byf Transaction facsimile, Procedure)provided that the failure to send a Transaction Confirmation shall noti invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or thel like, asi its signature on any Transaction Confirmation as thei identification and authentication of Confirming Party. Ift the Transaction Confirmation contains any provisions other than those relating to the commercial terms (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations modify and warranties), such provisions shall not be deemed tol be accepted pursuant to Section 1.3b butr must be expressly agreed to both 1.2. The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or may, electronic means, to the other party by the close of the Business Day following the date of agreement. The mutually agreeable that their agreement willr notl be binding until the exchange ofr nonconflicting Transaction Confirmations ort the 1.3. Ifas sending party's Transaction Confirmation is materially different fromt the receiving party'su understanding of the agreementr referred toin Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means the Confirm Deadline, unless such receiving party has previously: sent a Transaction Confirmation tot the: sending party. The failure oft ther receiving byt sonotifyt thes sending partyi iny writing by the Confirm Deadline constitutes the receiving party's agreementt tot thet terms oft thet transaction described party int thes sending party's Transaction Confirmation. Ifthere are any material diferences between timely sent Transaction Confirmations thes same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved any evidence that clearly resolves the differences int the Transaction Confirmations. Int the event of a conflict Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced among by a recorded conversation, (ab binding where the parties have selected the Oral Transaction Procedure of the Base Contract, (ii)t the Base Contract, and (iv) these General Terms and 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 orf further notice tot the other party. Each party shall obtain any necessary consent ofi 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 shall be the Contract as definedi in Section2.7. Base Contract. Oral Transaction Procedure: thep parties the considered Any shall be a "writing" and to have been "signed". Notwithstanding the foregoing sentence, the parties agree that transaction of the by parties; a regarding record that provided that the foregoing shall noti invalidate any transaction agreed to by the parties. Written Transaction Procedure: parties ofthe acknowledge Confirm Deadline without objection from the receiving party, as provided in Section 1.3. passage to governing thet terms including of the use of Conditions, thet terms oft the documents shall govern in the priorityl listedi int this sentence. parties agree not to contest the validity or enforceability oft telephonic recordings entered into in accordance with the However, nothing herein shall be construed as a waiver ofa any objection tot the admissibility of suche evidence. Contract. requirements oft this Base 201558759.16 AIIF Rights Reserved A-1 Copyright 0: 20021 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April1 19,2002 -79- SECTION 2. DEFINITIONS shall have the meanings ascribed to them herein. The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere int the Contract and 2.1. "Alternative Damages" shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree in the Transaction Confirmation, int thee evente either Seller or Buyer fails toy perform al Firm obligation to deliver Gasi int the case of Seller ort tor receive upon Gas 2.2. "Base Contract" shallr mean a contract executed by the parties thati incorporates these General Terms and Conditions reference; that specifies agreed selections ofp provisions contained herein; andt thats sets forth otheri information required herein anda any Special Provisions and inthe case ofBuyer. the by addendum(s) as identified on page one. 2.3. "British thermal unit"' or" "Btu" shall meant the International BTU, whichi is also called the Btu (IT). 2.4. "Business Day" shall mean: any day except Saturday, Sunday or Federal Reserve Bank holidays. 2.5. "Confirm Deadline" shall mean 5:00 p.m. in the receiving party's time zone on the second Business Day Transaction oft the next Business Day. party. transactions Transaction the opening Confirmation is received or, if applicable, on thel Business Day agreed to by the parties int the Base Contract; following Day a Transaction Confirmation is time stamped after 5:00 p.m. int the receiving party's time zone, its shall be deemed received at provided, the ifthe 2.6. "Confirming Party" shall mean the party designated int the Base Contract to prepare andi forward Transaction Confirmations tot the other 2.7. "Contract" shall mean the legally-binding relationship established by (i) the Base Contract, (i) and all binding Transaction Confirmations and (ii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of any the Base Contract, 2.8. "Contract Price" shall mean the amount expressedi in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of 2.9. "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties ina a transaction. 2.10. "Cover Standard", as referred toi in Section 3.2, shall mean that ift there is an unexcused failure tot take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to ()ifE Buyeri is the performing obtain Gas, (or an alternate fuel ife elected by Buyer and replacement Gasi is not available), or (i)ifSeller is the performing party, sell party, ine either case, ata a price reasonable for the delivery or production area, as applicable, consistent with: the amount ofr notice provided Gas, the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the by 2.11. "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 an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, a 2.12. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a 2.13. "Delivery Period" shall be the period during which deliveries are to be made as agreed to byt the parties in at transaction. 2.15. "EDI" shall mean: an electronic data interchange pursuant to an agreement entered into by the parties, specifically 2.16. "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 ofi its obligations to deliver orr receive Gas will be governed by the rules of the relevantf futures exchange regulated under 2.17. "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 toi the 2.18. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. and all inab binding that the parties have entered intot through an EDI transmission or by telephone, butt that have noth beenconfirmed any Confirmation. Gas as agreed to byt the parties in a transaction. quantities involved; and the anticipated length off failure by the nonperforming party. performance bond, guaranty, or other good and sufficient security of a continuing nature. particular transaction. 2.14. "Delivery Point(s)" shall mean such point(s) as are agreed to byt the parties in al transaction. tot the relating communication of Transaction the Commodity Exchange Act. Confirmations under this Contract. Transporter and until the change in deliveries and/or receipts is confirmed byt the Transporter. 201558759.16 AIL Rights Reserved A-2 Copyright 02002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April1 19, 2002 -80- 2.19. "Imbalance Charges" shall mean anyf fees, penalties, costs or charges (in cash ori in kind) assessed by a Transporter for failure 2.20. "Interruptible" shall mean thate either party mayi interrupt its performance at any time for any reason, whether or not caused an event of Force Majeure, with no liability, except suchi interrupting party may be responsible for any Imbalance Charges as set forth by in Section 4.3 related toi its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is tos satisfy the Transporter's balance andlor nomination requirements. confirmed by Transporter. commencement by Buyer in the previous Month. Transporter delivering Gas at al Delivery Point. 2.21. "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm. 2.22. "Month" shall mean the period beginning on the first Day of the calendar month and ending prior to the immediately of thet first Day of the next calendar month. 2.23. "Payment Date" shall mean a date, asi indicated ont the Base Contract, on or before which payment is due Sellert for Gas received 2.24. "Receiving Transporter" shall mean the Transporter receiving Gas at al Delivery Point, or absent such receiving Transporter, the 2.25. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management. 2.26. "Spot Price" a as referred toi in Section 3.2 shall mean the price listedi in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to thel Delivery Point(s) for the relevant Day; provided, ifthere ist no single price published for such location for such Day, but there is published a range ofp prices, then the Spot Price shall be the average ofs 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 oft the following: (1) the price (determined as stated above) for thet first Day forv which a price or range of prices is published that next precedes the relevant Day; and (i) the price (determined as stated above) for thet first Day forv whicha a price or range of prices is published that next follows the 2.27. "Transaction Confirmation" shallr mean: a document, similar tot thef form of Exhibit A, setting fortht thet terms ofatransactiont formed 2.28. "Termination Option" shall meant the option of either party tot temminate: at transaction int the event thatt the other partyf failst to performaFim obligation to deliver Gasi int the case of Seller ort tor receive Gasi int the case of Buyer for a designated number of days duringa ap period as specifiedon 2.29. Transporter(s)" shall meana all Gas gathering or pipeline companies, ork local distribution companies, actingi int the capaatyofatranspoter, transporting Gast for Seller or Buyer upstream or downstream, respectively, oft the! Delivery! Point pursuantt to ap particular transaction. relevant Day. pursuant to Section 1 for ap particular Delivery Period. the applicable Transaction Confirmation. SECTION3. PERFORMANCE OBLIGATION 3.1. Sellera agreest tos sell ando deliver, and Buyer agrees tor receive andp purchase, the Contract Quantityf fora a particular tansacioninaccordance witht the terms oft the Contract. Sales and purchases will be on al 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. 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: (1) 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); or (i) in the event of al breach by Buyer on any Day(s), payment by Buyer to Selleri in the amount equal to the positive difference, if any, between the Contract Price andt the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences int transportation costs to ort from thel Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s); or (ii) 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, then the sole ande exclusive remedy of the performing party shall be any unfavorable difference between the Contract Price and the Spot Price, adjusted fors such transportation to the applicable Delivery Point, multiplied by the difference between the Contract Quantity and the quantity actually delivered Seller 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 Cover Standard: received andr calculated. 201558759.16 AIIF Rights Reserved by by Buyer for such Day(s). Imbalance Charges shall not be recovered undert this Section 3.2, but Seller and/or Buyer shall A-3 Copyright 02 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -81- 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: (1) 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 andt the actual quantity delivered by Seller andr received by Buyer for such Day(s), multiplied by the positive difference, ifany, obtained by subtracting the Contract Price from the Spot Price; or (i)i in the event ofa 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 appliçable 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 oft the performing party's invoice, which shall set forth the basis upon which such amount 3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing 3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Optioni 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 was calculated. by both parties. how liquidation costs willl be calculated. SECTION4 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 4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s). Each partys shall give the otherp partyt timely priorl Notice, sufficient tor meett the requirements of all7 Tansgpotet)nokednte transaction, oft the quantities of Gas to be delivered and purchased each Day. Should either parly become aware that actual deliveries at the Delivery Point(s) are greater or 4.3. Thep parties shall usec commercially reasonable effortst to avoidi imposition ofa anyl Imbalance Charges. IfBuyer or Sellerr receives ani invoice fromal Transporter thati includes Imbalance Charges, the parties shall determine the validity as wella as the cause ofs such Imbalance Charges. Ifthe Imbalance Charges werei incurred as a resulto of Buyer's receipt of quantities of Gas greater than or lesst thant the Scheduled Gas, then shall of Seller's delivery of quantities of Gas greater than orl less than the Scheduled Gas, then Seller shall pay for suchl Imbalance Charges orr reimburse transporting the Gast from the Delivery Point(s). lesser than the Scheduled Gas, such party shall promptly notify the other party. Imbalance Buyers payf fors such Charges or reimburse Sellert fors suchl Imbalance Charges paid! by Seller. Ifthel Imbalance Charges wereincurred: asa a result Buyerf fors suchl 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 inaccordance with the established procedures oft the Receiving Transporter. 201558759.16 All Rights Reserved A-4 Copyright 0: 20021 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -82- SECTION 6. TAXES indicated on the Base Contract. Buyer Pays At and. After Delivery Point: The parties have selected either "Buyer Pays At and After Delivery Point" or "Seller Before Pays and At Delivery Point" as Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government: authority on or with respect to the Gas prior tot the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect tot the ("Taxes") at the Delivery Point(s) and all Taxes after the Delivery Point(s). Ifa party is required to remit or pay Taxes that are the other Gas responsibility hereunder, the party responsible fors such Taxes shall promptly reimburse the other party for such Taxes. toa an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof. Any party entitled party's 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 on or with respect to the Gas prior tot the Delivery Point(s) and all Taxes att the Delivery Point(s). Buyer any shall government or cause authority to be ("Taxes") Taxes on or with respect to the Gas after the Delivery Point(s). Ifa party is required to remit or pay Taxes pay that are the other paid all responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof. Any partye entitled party's SECTION 7. BILLING, PAYMENT, AND AUDIT 7.1. Seller shalli invoice Buyerf for Gas delivered andr receivedi int thep preceding Montha andf for anyo other applicable 7.2. Buyer shall remit the amount due under Section 7.1 int the manner specified int the Base Contract, ini paymenti is due ont the next Business Day following that date. Int the event any payments are due Buyer hereunder, documentation acceptable ini industry practice tos support the amount charged. Ifthe actual quantity deliveredi is not known charges,p thel providings supporting will be prepared based ont the quantity of Scheduled Gas. Thei invoiced quantity will then be adjusted tot the actual quantity byt ont the billing date, billing before the later oft the Payment Date or 10 Days after receipt of the invoice by Buyer; provided thati ift the Payment immediately: Date isr not al Business funds, onor 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 7.4. Ifthei invoiced party, ing good faith, disputes the amount of any suchi invoice or any partt thereof, suchi invoiced asi itconcedes tol be correct; provided, however, ifthei invoiced party disputes the amount due, itmust provide supporting party documentation. will pays such acceptable amount inindustry practice to supportt the amount paid or disputed. Inthee eventt the parties are unablet tor resolve: such dispute, either 7.5. Ifthei invoiced party fails tor remitt thef full amount payable when due, interest ont the unpaid portion shall accrue fromthe date due the date ofp payment ata ai rate equalt tot thel lower of @)t thet then-effective prime rate ofi interest published under "Money Rates" by TheV Wall Street, Joumal, untilt 7.6. Ap party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit andt to obtain copies oft the relevant portion oft the! books, records, andt telephone recordings oft the other party only tot the extent reasonably accuracy ofa any statement, charge, payment, or computation made under the Contract. This rightt to examine, audit, and to necessaryt obtain be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings copies shallr shall not be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless suchi invoices or billings are objected toi iny writing, witha adequate explanation and/or documentation, within twoy years after the Month of Gas delivery. All retroactive adjustments under Section7s shall be paidi int full byt the parly owing payment within; 30 Days of Notice and substantiation ofs suchi inaccuracy. billing ora ass soont thereafter as actual deliveryi information is available. following! Month's available paymenttoBuyer. shall ber made Day, ina açcordance witht this Section7.2. the nonperforming party will be duei five Business Days after receipt ofi invoice. remedy available atl lawo ori ine equity to enforce its rights pursuant tot this Section. plus two percent per annum; or (i)t the maximum applicable lawful interest rate. party may pursue any to the verifyt 201558759.16 All Rights Reserved A-5 Copyright 020021 North American Energy Standards Board, Inc. NAESB: Standard 6.3.1 April 19, 2002 -83- 7.7. Unless the parties have elected on the Base Contract nott to maket this Section 7.7 applicable tot 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 as 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 thet terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. Ifthe 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 anyl liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). shall have responsibility for and anyl liability with respect to said Gas afteri its delivery to Buyer at the Delivery Point(s). 8.2. Seller warrants thati it wil 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 14.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OROF 8.3. Seller agrees toi indemnify Buyer and save it harmless from alll losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims oft title, personal injury or property damage froms said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save ith harmless from all Claims, froma anya anda allp persons, arisingf fromoroutofclaims regarding payment, personali injuryorproperty damage froms said Gas or othero 8.4. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extentt that Buyer ANDIN SECTION FITNESSF FORANYPARTICULARI PURPOSE, ARE DISCLAIMED. thereon whicha attach aftert titlep passes tol Buyer. SECTION 9. NOTICES charges sucha arisei from thei failure of Gas delivered by Sellert tor meet the quality requirements of Section 5. 9.1. All Transaction Confirmations, invoices, payments and other communications made pursuant to the Base Contract ("Notices") 9.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized 9.3. Notice shall be given when received on al Business Day by the addressee. In the absence of proof of the actual receipt following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upont the sending party's receipt ofi its facsimile machine's confirmation of successful transmission. Ifthe day on which such facsimile is received is not al Business Notice by overnightr mail or courier shall be deemed tol have been reçeived oni the next Business Day afteri it was sent ors such earlier Day. time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days after mailing. shall be made toi the addresses specified in writing byt the respective parties from time tot time. overnight courier service, first class mail or hand delivered. the ori is after date, Business five p.m. on al Day, then such facsimile shall be deemed to have been received on the next following Business Day SECTION 10. FINANCIAL RESPONSIBILITY 10.1. Ifeither party ("X")has reasonable grounds forinsecurity regarding thep performance of any obligation under this Contract/whether orr nott then due)! by the other party ("Y") (including, without limitation, the occurrence ofar material change int the creditworthiness of Y),X may demand Adequate Assurance of Performance. "Adequate Assurance of Performance" shall mean sufficient security in the andi for the term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a 10.2. In the event (each an "Event of Default") either party (the Defaulting Party"): or its guarantor shall: () make an assignment or any general arrangement for the benefit of creditors; () file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any! bankruptcy or similar lawi for the protection of creditors or have such petition filedo or proceeding commenced against it; (ii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to itors substantially all ofi its assets; (vi)f fail top perform any obligation tot the other partyy with respectt to any Credit Support Obligations relating tot the Contract; (vi) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business request byt the other party; or (vii) not have paid any amount due the other party hereunder on or beforet the second Business Day following written Notice that such payment is due; then the other party (the "NonDefaulting Party") shall have the right, at its sole amount form, security interest in an asset or a performance bond or guaranty (including the issuer of any such security). written ofav 201558759.16 AIIE Rights Reserved Day A-6 Copyright 02 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -84- election, toi immediately" withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, int ther manner providedi in Section 10.3, in addition to any and all other remedies available hereunder. 10.3. Ifan Event of Default has occurred andi is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate al Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an termination date (the' "Early Termination Date") for thel liquidation and termination pursuant to Section 10.3.1 ofa all transactions under early the Contract, each a" Terminated Transaction". Ont thel Early Termination Date, all transactions will terminate, other than those transactions, ifany, that may not be liquidated and terminated under applicable law or thata are, in the reasonable opinion of the Non-Defaulting impracticable to liquidate and terminate ("Excluded Transactions"), which Excluded Transactions must be as soon thereafter as is reasonably practicable, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the commercially terminated indicated Party, liquidated and Early Do Not Apply" as Termination Date for purposes of Section 10.3.1. on the Base Contract. Early Termination Damages Apply: The parties have selected either "Early Termination Damages Apply" or "Early Termination Damages 10.3.1 As oft the Early Termination Date, the Non-Defaulting! Partys shall determine, ing good faith andi in a commercially reasonable manner, () the amount owed (whether or nott then due)! by each party with respect to all Gas delivered. andr received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries andr receipts (including without! limitation any amounts owed under Section: 3.2), for which payment has noty been made by the party that owes such payment under this Contract and (i) the Market Value, as defined below, of each Terminated yet Transaction. Thel Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction ati its Market Value, soi that each amount equal tot the difference between such! Market' Value and the Contracty Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction()fsuch! Market' Value exceeds the Contract Value and to the Selleri ifthe opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as oft the Early Termination Date (to take account of the period between the date ofl liquidation and the For purposes of this Section 10.3.1, "Contract Value" means the amount of Gas remaining to be delivered or purchased under a transaction multiplied! by the Contract Price, and' "Market Value" means the amount of Gas remaining tol be delivered or purchased under at transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical any gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enteri into a replaçement transaction(s) in order to determine the Market Value. Any extension(s) of thet term ofat transaction to which parties are not bound as of the Early Termination Date limited to" evergreen provisions"): shall not be considered in determining Contract' Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to extend the term of a transaction shall be considered in determining Contract Values and Market Values. The rate ofi interest usedi in calculating netp present value shalll be determined by thel Non-Defaulting 10.3.1. As oft the! EarlyTermination Date, thel Non-Defaulting Party shall determine, ingoodf faith and ina a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all othera applicable charges relating to such deliveries and receipts (including without! limitation any amounts owed under Section: 3.2), forv whichp payment has not yet The parties have selected either "Other Agreement Setoffs Apply" or "Other. Agreement Setoffs Do Not Apply" as indicated on date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions). but not (including Party in a commercially reasonable manner. Early Termination Damages Do Not Apply: been made by the party that owes such payment under this Contract. the Base Contract. 201558759.16 AIIF Rights Reserved A-7 Copyright 0: 20021 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19,2002 -85- Other Agreement Setoffs Apply: 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the 10.3.1, sot that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other "Net Settlement Amount'). At its sole option and without prior Notice to the! Defaulting Party, the Non-Defaulting Amount owed tot the Non-Defaulting Party against any margin or other collateral held byi itin connection Party may with any ()a Credit any Support Obligation relating to the Contract; or (ii) any Net Settlement Amount payable to the Defaulting Party against any amount(s) payable by the Defaulting Party to the Non-Defaulting Party under any other agreement or arrangement between the parties. 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the 10.3.1, sot that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other "Net Settlement Amount"). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party setoff (the Net Settlement Amount owed to thel Non-Defaulting Party against any margin or other collateral held byi iti in connection with may any Credit any Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due whichi isi includedi ina any netting, aggregation or setoffp pursuant to Section 10.3.2s shalll be discounted to netp present valuei ina a 10.4 As soon as practicable after al liquidation, Notice shall be given by the Non-Defaulting Party to the Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice shalli include a written statement explaining in reasonable detail the calculation of such amount, provided that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any claim byt the Defaulting Party against the Non-Defaulling shall be paid byt the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion oft thel Net Settlement Amount shall accrue fromt the date due until the date of payment ata a rate equal tot the lower of () thet then-effective prime rate ofi interest published under' "Moneyl Rates" by TheWall Street. Joumal, 10.5 The parties agree that the transactions hereunder constitute a "forward contract" within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each "forward contract merchants" within the meaning of the United States Bankruptcy 10.6 The Non-Defaulting Party's remedies under this Section 10 aret thes sole and exclusive remedies of the! Non-Defaulting Partywith respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other 10.7 With respect to this Section 10, ift the parties have executed as separate netting agreement with close-out netting Section Settlement Net parties under setoff (the Other Agreement Setoffs Do Not Apply: Section 10.3.3. parties under Support Obligation relating to the Contract. Ifany obligation thati ist to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the reasonable manner determined byt the Non-Defaulting Party. commercially of The Net Party. Settlement Settlement. Defaulting Party the Net Amount plus two percent pera annum; or (i)t the maximum applicable lawfuli interest rate. Code. defenses thati itis or may be entitled to arising from the Contract. the provisions, conditions terms and therein shall prevail to the extent inconsistent herewith. SECTION 11. FORCE MAJEURE 11.1. Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, 11.2. Force Majeure shall include, but not be limited to, the following: (1) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (i) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (ili)i interruption and/or curtailment of Firm transportation andlor storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect ofl law promulgated by a governmental authority havingj jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of al Force Majeure and tor resolve the event or occurrence onceit ast further definedi in Section 11.2. has occurred in order to resume pertormance. 201558759.16 AIIF Rights Reserved A-8 Copyright 02 20021 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -86- 11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by all of the following circumstances: (i)t the curtailment of interruptible or secondary Firm transportation unless primary, transportation also curtailed; () the party claiming excuse failed to remedy the condition and to resume the performance of or obligations with reasonable dispatch; or (ii) economic hardship, toi include, without limitation, Seller's ability to sell Gas at higher or more advantageous price than the Contract Price, Buyer's abilityt to purchase Gas at a lower or more advantageous Price, or a regulatory agency disallowing, iny whole ori in part, the pass through of costs resulting from this Agreement; (iv)t thel loss of Buyer's market(s) or Buyer's inability to use or resell Gas purchased hereunder, except, ine either case, as provided in Section 11.2; or loss or failure of Seller's gas supply or depletion of reserves, except, in either case, as provided in Section 11.2. The party claiming (v)t Force the 11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other 11.5. The party whose performance is prevented by Force Majeure must provide Notice tot the other party. Initial Notice may be orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. given Majeure event, to make or accept delivery of Gas, as applicable, tot the extent andf fort the duration of Forcel Majeure, andr neither party shall be 11.6. Notwithstanding: Sections 11.2 and 11.3, thep parties may agree to alternative Force Majeure provisions ina a Transaction anyor Firm in-path, such a price than the is covenants Contract Majeure shall not be excused from its responsibility for Imbalance Charges. disturbances providing industrial Upon shall! be within the sole discretion of the party experiencing such disturbance. written Notice of Force Majeure to the other party, the affected party willl be relieved ofi its obligation, from the onset of the Force deemedi tol have failedi ins such obligations tot the other during such occurrence ore event. Confirmation executed in writing by both parties. SECTION 12. TERM This Contract may bet terminated on 30 Day's written Notice, but shall remain in effect untilt the expiration oft the latest Delivery Periodofa anyt transaction(s). Ther rights ofe either party pursuant to Section7.6a and Section 10, the obligations tor make paymenthereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract transaction. or any SECTION 13. LIMITATIONS FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCHEXPRESS REMEDY ORI MEASURE OF DAMAGES SHALL BE THE: SOLE ANDI EXCLUSIVE REMEDY. AF PARTY'SLIABILITY HEREUNDER SHALL BE LIMITED. AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES ORI DAMAGES ATLAWOR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES ORI DAMAGES ATLAW OR INEQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TOTHE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT, ANY DAMAGES REQUIRED TO BEI PAIDH HEREUNDER ARELIQUIDATED, THE PARTIES ACKNOWLEDGE THATTHE DAMAGES. AREI DIFFICULT OR IMPOSSIBLE TO! DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE. Al REASONABLE. APPROXIMATION OF THE HARM ORI LOSS. 201558759.16 AII Rights Reserved A-9 Copyright 02002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -87- SECTION 14. MISCELLANEOUS 14.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations oft this Contract shall runi for the full term oft this Contract. No assignment of this Contract, in whole ori in part, will be made withoutt the prior written consent oft the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will noth be unreasonably withheld or delayed; provided, either party may sell, pledge, encumber, or assign this Contract ort the accounts, revenues, or proceeds hereofi in connection with anyf financing or otherf ()transfer, financial arrangements, or (i)t transferi itsi interest to any parento or affiliate by assignment, merger or otherwise without the prior approval oft thec other Upon anys such assignment, transfer and assumption, the transferor shall remain principally liable for ands shall not be relieved of or party. 14.2. Ifany provision int this Contract is determined to bei invalid, void or unenforceable by any court having jurisdiction, such determination 14.4 This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts, understandings andi representations, whether oral or written, relating to such transactions are mergedi into and superseded byt this Contract and 14.5. Thei interpretation andy performance oft this Contract shall be governed by thel laws oft thej jurisdiction asi indicated ont the Base Contract, 14.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of governmental authority having jurisdiction over the parties, theirt facilities, or Gas supply, this Contract or transaction or any provisions thereof. any 14.8. Each! party tot this Contract represents and warrants thati ith has full and complete authority to enter into and perform this Contract. Each persony who executest this Contract on! behalf ofe eitherp party represents and warrants that ith has full and complete authority toc dos so andt thats 14.9. Thel headings ands subheadings contained int this Contract are useds solely for convenience and do not constitute ap oft this 14.10. Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable to this Contract, neither shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to ai third than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers party of (other all or substantially all of a party's assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except ()i in order to comply with any applicable law, order, regulation, or exchange rule, ()t to the extent necessary for tos such third party fort the solep purpose of calculating a published index. Each party shall notify the other party of any proceeding of which itis aware whichr may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts top prevent or limit the disclosure. The existence oft this Contract is nots subject to this confidentiality obligation. Subjectto Section 13, the parties shall be entitled to allr remedies available atl law ori in equityt to enforce, ors seekr reliefi in connection with this confidentiality obligation. Thet terms of any transaction hereunder shall be kept confidentiall byt the parties hereto for one year from the expiration oft the transaction. In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, buts shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party's legal obligations) with the other party's efforts to obtain protective orders or similar restraints with 14.11 The parties may agree to dispute resolution procedures in Special Provisions attached tot the Base Contract ori ina a Transaction froma any obligations hereunder. discharged shall not invalidate, void, orr make unenforceable any other provision, agreement or covenant oft this Contract. 14.3. No waiver of any! breach of this Contract shall! be heldt to be a waiver of any other or subsequent breach. anye effective transaction(s). This Contract may be amended only by a writing executed! by both parties. excluding, however, any confict of laws rule which would apply the law ofa another jurisdiction. 14.7. Therei is not third party beneficiary tot this Contract. party willl be bound thereby. between such Contract party the parto thep parties and shall not be used to construe ori interpret the provisions oft this Contract. enforcement of this Contract, (ii)t tot the extent necessary toi implement anyt transaction, or (iv)tot the extent suchi information is delivered respect to such disclosure at the expense oft the other party. Confirmation executedi iny writing by both parties. 201558759.16 AIIF Rights Reserved A-10 Copyright 02 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 April 19, 2002 -88- La Grange City Council DEPARTMENT MEMO Grange Ta Staff Contact: E-mail: Phone: Meeting Date: February 10, 2025 Agenda Item: Regular Agenda # 5 Jack Thompson, City Manager thompson@eiyotg.com 968-5805 SUBJECT: Discuss and/or Consider approving an agreement with Freese and Nichols to conduct a Parks, Open Spaces and Trails Master Plan SUMMARY Thisi is an update on the City Council's previous approval to negotiate a contract with Freese: and Nichols, Inc. (FNI) fort the development ofal Parks, Open Spaces, and Trails Master Plan. City Staff has successfully negotiated an agreement andrecommends: approval. Belowi is a summary oft the key terms oft the agreement: Project Overview: FNI will develop a comprehensive Parks, Recreation, Open Space, and Trails Master Plani fort the City of La Grange, ensuring it aligns with' Texas Parks and Wildlife Department criteria. The plan willi include an introduction and community analysis, inventory of! parks andi recreation facilities, needs assessment, and recommendations fori future park system improvements. Scope ofWork: The project willi involve: Afulli inventory and assessment of City-owned parks and recreational facilities. Privately owned parks, such as those under HOAS, willl be documented separately. Community engagement through public meetings, stakeholderi interviews, and online surveys. Needs assessments based on community demand, national standards, and available resources. Recommendations: and an implementation plan for parkland acquisition, facility upgrades, Ah high-level technical memo suggesting updates to City codes, including a recommended programming, trails, and funding opportunities. parkland dedication ordinance. ProjectTimeline & Deliverables: Thej project will be completed within 101 months from the notice to proceed. -89- FNI will conduct sixi in-person visits and approximately 15 virtual meetings for workshops, stakeholder meetings, public engagement; progress meetings with Staffand City Council The final plan will be delivered in digital format, with GIS-based mapping and design files. presentations. Cost & Funding: Total contract amount: $90,000 (lump sum, inclusive ofall project expenses). Anyadditional services, visual renderings, would require separate approval and funding. City Responsibilities: Assigning a core stafft team for coordination and a designated City contact for communication. Organizing public engagement events andj providing background data, maps, and previous studies. Promoting community surveys and outreach efforts. City Staff recommends approval oft this agreement to ensure. a well-planned and sustainable future for La Grange's parks and recreation system. PRIOR ACTIONINPUT (Council, Boards. Committees) City Council approved Stafft to enter: into negotiations with Freese and Nichols at the. January 27, 2025, Council Meeting. RECOMMENDATION City Staff recommends approval oft this agreement to ensurea a well-planned and sustainable future for La Grange's parks and recreation system. IMANCIALIMPACT $90,000. This amount is included in the FY 2024-2025 Annual Budget. ATTACHMENTS City ofLa Grange Parks, Recreation, Open Space and Trails Master Plan Scope of Services and Responsibilities of Client RS-111808- Pg:2:90- ATTACHMENTSC CITY OFLA GRANGE PARKS, RECREATION, OPEN SPACE ANDTRAILS MASTER PLAN SCOPE OF SERVICES. AND RESPONSIBILITIES OF CLIENT BASIC SERVICES: Freese and Nichols, Inc. (FNI) shall render the following professional services to the City of La Grange (Client) in connection with the development oft the Project, described as: Parks, Recreation, Open Space and Trails Master Plan. PROJECTUNDERSTANDING: Freese and Nichols, Inc. ("FNI") will perform professional planning and design services for the City of La Grange("Clent)by: preparing a Parks, Recreation, Open Space, and Trails Master Plan. The citywide Parks, Recreation, Open Space, and Trails Master Plan will include an introduction and community analysis, parks and recreation inventory, identification of vision and goals, needs assessment, and recommendations for existing and future parks, recreation, and open space desires. The study area will encompass the entire City limits and ETJ. Any privately owned parks, such as those owned by Homeowners Associations (HOAS), will be included in the inventory but will be listed separatelyfrom public parks, and recommendations will not be created for privately owned parks. City owned parks will bei included ini the inventory and assessment as well as carried forward into detailed The final deliverable will meet the criteria established by the Texas Parks and' Wildlife Department for analysis, profiling andi recommendations. Parks, Recreation, Open Space, and Trails Master Plan. PROJECTAISUMPTIONS: 1. The City will identify a team of core City Staff to help guide FNI throughout: the parks planning process, this team will participate in monthly coordination and progress meetings. 2. The City will appoint a contact person to work with FNI and to act as aninteredlaybetween the consultant, city, county and state government staff persons, and stakeholders as required. FNI will take primary direction related to process and deliverables from this City-appointed 3. The City will coordinate project contacts, meetings and thet transfer of necessary information from the City and other organzations/entities to FNI as necessary for this effort. 4. The City will coordinate arrangements for locations, setup, refreshments, and notifications and advertising for all stakeholders, focus group and community outreach events. FNI will assist with the creation of outreach materials to be used in advertising. 5. The City will provide information from all previous and current studies and projects (as available) that may affect the outcome oft this plan. Thisi information will be providedino digital format when possible and available. A list of previous and current studies and projects will be 6. The City will provide FNI with the most recently updated digital base map: and aeriali imagery of the planning areai for use during the plan preparation process. These files will bei int the form of contact person. discussed at the project kickoff meeting. GIS1 file types native to ESRI ArcGIS, as available. SC-1 -91- 7. Tasks prepared as part oft this planning effort may occur concurrently or sequentially" where appropriate, ori in some cases may deviate from the sequence shown int this Scope of Services 8. This scope identifies a specific number of meetings. Any addition to that number of meetings will be considered a change ins scope and mayi increase the project cost from the fee noted. 9. Upon conclusion of the project, all deliverables from FNI will be provided electronically in the 10. The plan will be prepared using Adobe InDesign, unless otherwise agreed upon at the outset of 11. All mapping created by the Consultant will be prepared using ESRI's ArcGIS software and other 12. No printed hard copies of the plan are included, printed copies can be ordered separately document and as determined byt the project workplan or schedule. native format iny which they were prepared as well as PDF format. the project. necessary rendering software. through the FNI print shop or any commercial printer. SCOPE OF SERVICES: Task 1: Projectinitiation Task 1a: Project Setup FNI will generate a project workplan and schedule, deliverables and document outline, and preliminary engagement plan. Task 1b: Initiation Meeting (virtual) FNI will facilitate a project initiation conference call with City staff. The purpose of the meeting will bet to reviewt the project setup items noted in Task 1a and discuss other necessary expectations and protocols for all parties to be aware of ati the outset of the project. Additionally, this meeting will discuss FNI's preliminary understanding of the City'sneed and any other existing plans and facilities or key information FNI should be aware of. FNI will generate a data request fori the Cityt to beging gathering and providing the necessary Task 1c: Datal Request information to conduct the project. Task 1d: Document Template and Layout FNI will create a document template for the Parks Plan. The plan template will utilize the City's logo, colors, fonts, and other branding standards, ifavailable, as the basis for the Plan template. Task 1e: Creation of al Project Website FNI will create and maintain a public facing website specifically for this project to serve asa one: stop shopi for project information and host online engagements, such ast the survey and a comment pin map. Task 2: Meetings & Engagements The planning team will facilitate meetings and prepare meeting presentations and materials throughout the project. These meetings will utilize various techniques, as well as rely on traditional meeting formats. SC-2 -92- Task 2a: Monthly Progress Meetings (virtual, 10) FNIwil.facilitate monthly meetings with the City staff team to discuss progress, process and project needs. Task 2b: Stakeholder Interviews or Focus Groups (virtual or inp person, up to 10) FNI will conduct upi to ten 60-minute meetings with key stakeholders or stakeholder groups as identified by the City. Some of these meetings may bei follow up or repeat meeting with the These meetings may be virtual ori in person to align with the preferences of the participants. In personi focus group meetings must be scheduled to align with the onsite team workshops. same stakeholders at different points in the process. These stakeholder meetings mayt take place throughout: the process. Task: 2c: Public Engagements (in person, 3) FNI andi the City will conduct public events throughout the process to allow residentsto respond to draft deliverables and provide input andi feedback thati influence the outcomes and Public Engagements maytake ay variety of forms, such as hosted open houses, tabling at community events, or other engagements of similar effort. The format of community events will be established ini the public engagement plan in Task 1, but may be reevaluated throughout the process as needed and agreed upon byt the City and FNI. These engagements will likelytake place at the end of Tasks 3, 4 and 5. recommendations of the Plan. Task: 2d: Council Briefing (in person, 1) FNI will attend one City Council meeting during the process to provide a briefing related to project updates and progress as well as seek feedback from Councilmembers. This briefing will likely take place betweenTasks 4 and 5. Task 2e: Adoption Meeting (in person,1) FNI will attend one meeting for the presentation and consideration of the Plan by City Council Ifthe council does noti take action at this meeting, FNI will make updates to the plan as required but will not attend the second reading; iti is assumed that the Plan would be on consent at second reading and that attendance would be covered by City staff. for adoption. Summaryof Onsite Trips by FNI The FNI team will make 6trips toi the City of La Grange for this planning effort, at which time anyin person meetings will take place. This scope assumes 4 of those trips will be day-long onsite workshops that incorporate a variety of meetings, engagements, and other project needs. The list below demonstrates howt the Task: 2 meetings are anticipated to happen at each workshop, however this may be adjusted as needed throughout the process as agreed upon byt the City and FNI. 1. Project Kickoff Workshop: Staff Meeting, Parks Tour, Stakeholder Focus Groups 2. Workshop #1: Stakeholder Meetings, Public Engagement #1 3. Workshop #2: Stakeholder Meetings, Public Engagement: #2 5. Workshop #3: Stakeholder Meetings, Public Engagement #3 4. Council Briefing 6. City Council Adoption Meeting SC-3 -93- Task 3: Analysis & Inventory Task: 3a: Public Survey FNI will develop an online survey to poll citizens on questions relevant to the Parks Plan as The survey questions will attempt to identify the parks and recreation vision, recreational issues, opportunities, needs, key desires, and preferred funding mechanisms fromi the FNIV will provide as survey link to the City, andi the Citywill be responsible for promoting the survey through a variety of channels including the City website and social media. This does not include a statistically" valid survey, if desired, an outside survey firm could be agreed tol byt the City. community. brought inf for an additional cost. Task: 3b: Introduction & Community Analysis FNIwill prepare an introduction chapter toi the report to summarize the purpose of the plan, the benefits of parks and recreation, and al brief history and description of the City, FNI will prepare a community context chapter. The chapter will document and analyze the city's demographic profile and previous planning efforts to understand user groups and establish al basis for park standards and future demands. Items to bei included in the report may include historic and projected populations, growth areas, age distribution, race and Based on the results oft the initial publici input and survey, FNI will draft av vision with accompanying goals to reflect the community's values and desires related to parks location, and context. ethnicity, educational attainment, employment, and economics. and recreation. Task: 3c: Parks Inventory City staff will provide baseline parks and recreation data including park andi facility names, locations, acreages, lists of amenities, and list of programs. FNI will provide templates, questionnaires and spreadsheets to City staff during project initiation to facilitate this data FNI will conduct ani inventorytour and siter reconnaissance: to document park andi facility conditions of the City's parks andi facilities. City staff may facilitate the tour or provide the FNI will prepare a parks andi recreation inventory chapter to document thet following: current parkland size, location and classification, quantity and condition ofe equipment and amenities, and identification of recreation programs to create a snapshot of the current parks and recreation system. This data will be used ast the basis fort the Needs Assessment. gathering. team with information they can usei for as self-guided tour. Task4:Parks/ Assessment Task 4a: Demand-Dased Assessment FNI will conduct a demand-based assessment looking at whati the community wants from their parks and recreation system, based on thei input received from the communtysurvey, stakeholder focus groups andi initial public engagement event. SC-4 -94- Task 4b: Standards-based, Assessment FNI will develop target levels of service for parkland acreage, amenities, and access for both parks andt trails, based on NRPAI metrics and right sized for the City of La Grange. Levels of service will be based on current population and future population projections done during the Community, Analysis (Task 3b). These will then be analyzed against existing levels of service to determine areas of deficit that will be addressed in the recommendations. Task 4c: Resource-based, Assessment FNI will conduct a resource -based assessment looking at existing natural and man-made assets could serve parks and recreation purposes. Task 4b: Summary of Needs FNI will present a summary matrix identifying noted needs ini the City's parks network and recreational programming, based ont thei findings of thet three parks assessment tasks described above. These needs will be further addressed int the recommendations. Task! 5: Recommendations & Implementation Task 5a: Recommendations FNI will draft a recommendations chapter based on the outcomes of the publici input and the needs assessment. Recommendations mayi include land acquisition and development of new parks, enhancements and upgrades to existing parks, recreational programming, at trails master plan, and partnerships andi funding opportunities. Task! 5b: Implementation Plan FNI will develop an Implementation Plan. Based on community and City staff feedback, recommendations will be prioritized into an implementation action plan to includei initiation The Implementation Plan will include al high-level technical memo outlining suggested revisions tothe City'scodes, ordinances, andi regulationsi tol better support the parks andr recreation recommendations withint the Plan. Thei memo will recommend ap parkland dedication ordinance for time frames and planning level potential cost ranges. the Cityo ofL La Granget to adopt andi mplementimmedlately, Task 6: Adoption & Finalization Task 6a: Draft Plan FNI will update the draft chapters based on feedbacki received up to this point, bothfromt the community and client, and will generate ai full draft plan for review by City staff. FNI will undertake one round of revisions toi the draft plan based on staff comments, the client shall provide consolidated comments using a comment log provided by FNI. This will1 then serve as the final draft plan for adoption consideration. Task 6b: City Council Plan. Adoption Meeting FNI will attend one (1) meetingi for the presentation and consideration of thel Plan by City Council. SC-5 -95- Task 6c: Finalization of Deliverables The Client will provide consolidated final comments using a comment log provided by FNI. FNI will revise the plan and provide ai final document.. At this point, iti is assumed that the plan adoption is on consent and FNIV will not attend a second City Council meeting, if required. FNI will provide the City with thei following deliverables: byt the city, including web and print. Digital PDF version of the final plan document, which can be used in a variety of ways Digital download link containing all working electronic files for ther report, including the packaged InDesign files, digital versions of all charts, tables, maps, graphics, etc, GIS shape files, and other electronic data developed duringt the planningprocess. TIMEOFCOMPLETION: FNIi is authorized to commence work on the Project upon execution of the contract agreement and will IfFNI'ss services are delayedt throughnof fault of FNI, FNIS shall be entitledi to adjust the contract schedule consistent with the number of days of delay. These delays mayi include but are not limitedi to delays in Client reviews, delays on the flow of information to be provided to FNI, delays in scheduling engagements, stakeholder focus groups and adoption meetings, etc. These delays, if significant, may complete the services within 10 months from notice to proceed. result in an adjustment to compensation as outlined ini this contract agreement. COMPENSATION: FNI shall perform professional services as outlined int the "Scope of Services". for al lump sumi fee of $90,000. AlL project expenses are included. ADDITIONAL SERVICES: Additional Services that could be performed by FNI to support this effort, which are noti included int the above-described basic services or fee, are outlined below. These additional services would require additional fee and may impact project schedule, and therefore require additional Client approvals and contract amendments to be executèd, if desired. Additional Meetings and Engagement Additional in person or virtual meetings beyond those described above, including meeting preparation, materials, expenses and meetingf facilitation. 30% Concept Plans for Parks such as al Downtown Plaza. VisualRenderings Illustrative conceptual plans depicting physical ideas for specific parks or recommendations, SC-6 -96- Ina addition to Concept Plans, architecturatrenderings are an excellent wayto convey the vision fora ap particular park ori recommendation. DESIGNATED REPRESENTATIVES: FNI and Client designate thei following representatives: Client's Designated Representative- Client's Accounting Representative- FNI's Designated epresentatve-Chance Sparks 1251 Sadler Drive, Building 1, Suite 1150 San Marcos, TX78666 512-617-3156 hancespurs@leesecon 800N. Shoreline Blvd., Suite 1600N Corpus Christi, Texas 75204 361-356-7454 mcrdtranolreese.com FNI'sAccounting Representative - Pam Fordtran SC-7 -97- La Grange City Council DEPARTMENT MEMO Ta Grange Staff Contact: E-mail: Phone: Caleb Parks, Main Street Manager parkseiyotg.com 968-3017 Meeting Date: February 10, 2025 Agenda Item: Regular Agenda # 6 SUBJECT: Discuss and/or Consider approval of new hours of operation for the Casino Hall. SUMMARY The Historic Casino Hall, located at 254 N Jefferson St, is a multipurpose facility, housing the departments of Main Street and Economic Development, the La Grange Visitor's Center, and Presently, the Casino Hall is open to the public 7 days a week. Monday through Friday hours are 9am-5 pm, Saturday hours are 10 am-3 pm, and Sunday hours are 12 noon-4 pm. While visitation numbers are healthy across a span of 12 months, current visitation numbers on Sundays are very low. The new proposed hours of operation would close the Casino Hall on Sundays, while still serving as a facility that can be rented for meetings, events, workshops, etc. allowing it be to utilized for Rentals. PRIOR ACTION/INPUT (Council, Boards, Committees) N/A RECOMMENDATION Approve the new Casino Hall hours of operation. FIMANCIALIMPACT None ATTACHMENTS None -98- 3 - - > C-100- 3 8 La Grange Police Department MONTHLY REPORT. January 2025 CALLS FOR: SERVICE ALARMS ASSAULTS AGENCY ASSIST BURGLARY CRIMINAL MISCHIEF CITIZENS ASSIST CPS/APS CIVIL MATTERS DISTURBANCES VEHICLE BURGLARY FRAUD ESCORTS HARASSMENT INQUEST JUVENILE COMPLAINTS LMHA SUSPICIOUS VEHICLE SUSPICIOUS PERSON THEFT CA AND. ABOVE WELFARE CONCERNS ABANDONED VEHICLES RECKLESS DRIVING DOC/LOUD NOISE TOTAL ANIMAL CONTROL FUNERAL ESCORTS BUSINESS CHECKS PUBLIC RELATIONS TRESPASSING CALLSFOR! SERVIVE FAMILYVIOLENCE TOTAL Jan 19 2 12 0 1 9 5 6 1 1 0 16 1 1 4 4 9 8 4 11 5 4 1 124 YTD VIOLATIONS JAN CITATIONS CITATIONS 4 0 0 8 0 6 0 0 0 3 3 0 0 7 0 2 15 0 17 65 JAN 4 8 12 JAN 36 6 58 4 4 283 7 398 YTD JAN WARNINGS YTD' WARNINGS 19 ALCOHOL RELATED 2 PARKING 12 DRUG RELATED 0 DRIVER LICENSE 1 CELLPHONES 9 NO INSURANCE 5 LICENSE PLATE 6 MINOR RELATED 1 MOTOR VEHICLE 1 ORDINANCE 0 REDL LIGHT/STOP 16 RIGHT OF WAY 1 FAIL TO SIGNAL 1 SCHOOL ZONE 4 SEAT BELT 4 LANE VIOLATIONS 9 SPEEDING 8 EQUIPMENT 4 EXPIRED REG 11 TOTAL 5 4 1 4 0 0 8 0 6 0 0 0 3 3 0 0 7 0 2 15 0 17 65 YTD 4 8 12 YTD 36 6 58 4 4 283 7 398 JAN 1 0 1 0 0 5 7 YTD 2 2 0 0 0 0 0 0 0 0 0 0 0 1 3 0 4 0 1 12 8 1 30 0 0 0 0 0 0 0 0 0 0 1 3 0 4 0 1 12 8 1 30 ACCIDENTS Minor Major TOTAL ARRESTS DRIVING WHILE INTOXICATED STOLEN VEHICLE WARRANTS SERVED POSSESSION OF MARIJUANA POSSESSION OF CONTROLLED SUBSTANCE TRAFFIC HAZARDS TOTAL CRIMINAL INVESTIGATIONS DIVISION ACTIVE CASES JANUARY 2 2 101 - GRANGE SSEXID NEFN PPVRPMEST & TMKISE January 2025 Visitors Bureau Report 682-Guests visited the Visitors Bureau 39-Mail brochure requests from TourTexas.com 7,071 - Visitors Bureau E-mail list Tourism 1100 pieces of Visitor's Center literature distributed to businesses/Kiosks in La Grange. 900 pieces of Visitor's Center literature distributed to other VB's and TXI Dot centers. 600 pieces of Visitor's Center literature sent to trade shows for marketing La Grange. Gift Shop Net Sales $220.49 Historic Casino Hall 1/6- Centex Training 1/13- CAA Membership Meeting 1/16- - HEB Christmas Party 1/18- Baby Shower 1/28- Blood Drive Main Street Program Uncorked -2/22 14V Wineries signed up to participate New additions to the event this year! As of writing, we have three food trucks and five vendor booths signed up to be present at the event. Completed 2024 4th Quarter Report for Texas Main Street Program. Completed 2024 Main Street America Accreditation Self-Assessment Second Floor Development Grant - LG Print Co -S Submitted 1/5 Continued Restaurant Interviews for 226 N Main St: 1/14 - Site-visit from our Coordinating Program, Texas Main Street, scheduled for February 21st. Economic Development Special Annual EDC Board Meeting over EDC Updates, Current Projects, and EDC Budget: 1/28 ICSC @ Red River Conference with EDC Manager and City Manager:1/29-1/31 Upcoming Conferences: UO EDI Fall 2024 Spring Institute: April-May 2025 -102- January 2025 Report 45 people visited the Museum and Archives in. January, including a visitor from lowa. We had 84 incoming emails, besides group emails, and sent 61 emails that were research requests or related to donations, exhibits or other activities in the Museum and Archives. We also took 7 phone calls related to our work in the Archives. There were no book sales or monetary donations in. January. 97i items were added to the online catalog and 409 entries were modified to make them more helpful to Kim. Joost and Peggy Brisgill volunteered almost weekly and Greg Walker helped us update the La Grange Due to inclement weather, things were pretty quiet int the Archives, allowing time for quite ai few professional development programs. On. January 7th and 28th Rox Ann attended evening programs about German-Texan immigrants by retired University of Texas Professor' Walter Buenger and Texas A&M University Professor Walter Kamphoefner, respectively, sponsored by the Brenham Heritage Museum. On. January 15th Winedale hosted a Zoom program given by University of North Texas Professor. Andrew Torget about the first centuryof Galveston history that Rox Ann, Maria, and Kathy watched. On. January 23rd Rox Ann watched aZoom program, "Pitfalls in Exhibit Planning," sponsored by Gaylord Archival. On. January 30th Rox Ann watched a Rox Ann also proofread and contributed documentation on Dr. Ron Tyler's notes regarding early 1880s bird's eye views ofl La Grange and Schulenburg in preparation for his upcoming book on Texas bird's eye views. Maria, Rox Ann and Kathy all worked on accessioning and cataloging photographs, documents, textiles and researchers. Square Through Time touchscreen project. Texas Historical Commission Zoom program, "Inviting Our Littlest Learners." other artifacts. Donations: 1/2/2025 1/2/2025 1/7/2025 certificate from Barry' Vasek 1/14/2025 1/22/2025 1/24/2025 Joyce Pagel's funeral program from Rox Ann. Johnson Joe Bordovsky passports, Class of 1959 reunion info from John & Shirley Schaeffer elementary school certificate, 1979 graduation program, 1940 first communion Eastlake settee & 2 chairs from Praha rectory from Teresa Lee Whaley Education & Masonry in Texas, 2 volumes from. Jeff Messer Daniel Vasek's' WWII navy uniform, pea coat & accessories from Barry Vasek 1/14/2025 Leon Hale's A Smile from Katie Hattan from library book sale donations 1/24/2025 butter churn from Linda Oltmann -103- End of Month Report: January 2025 Storytime January 8th 15th 22nd 29th Kids 4 10 Cancelled: Snow Day 12 Adults 3 6 8 Total 7 16 20 Total Monthly Attendance: 43 Special Programs: Kids 0 Adults Total Movie at the Library (Postponed) Total Monthly Attendance: 0 Adult Reoccurring Programs: Crafternoon: No Class Scheduled Adult Computer Class Yoga Class: Jan. 14th Yoga Class: Jan. 28th 2 10 11 Total attendance for adult programs combined: 23 January Library Numbers Library Maker Space: 86 Reference Questions: 658 Phone Questions: 130 Scavenger Hunt: 78 Interlibrary Loans: 4 (FPL books to other libraries) -104- < - 2 < D S 3 D -105- RANDOLPH RECREATION CENTER-VFW HALL-B BALL FIELDS MONTH: JANUARY2 2025 Recreation Center Date 2-Jan 6,13,27. Jan 6-7. Jan 7,14,28. Jan 7,14,28. Jan 8-Jan 9,16Jan 9,23Jan 11-Jan 13,14. Jan 5,19-Jan 16-Jan 25-Jan 27-Jan 28-Jan 30-Jan 31-Jan 2,3,6,7,8. Jan Exercise Room Open Daily Ball Fields Su/T/W Su/M/Tu/W Soccer Field Tues/Thurs VFWHall 8-Jan 11-Jan 14-Jan 28-Jan Pool SplashPad Playground Building/locations & Groups Cards Bldg A-Q/R- - 6-9pm Chess Lessons Bldg C- 5-6:30pm Rental GSBS- Bldg D- 3-4pm; 8:30-1pm Bridge Day Bldg A-G/R-12:30.430pm Square Dancers WGym- 6-9pm LGLL- - Bldg D 6-8:30pm Picklebal/Majang Wgym/D 9-Noon Sr Games Day Bldg D - 9-11:30am Private Rental Bldg B - 8am-Noon Food Safety Class Bldg B 8am-5pm Private Rental Bldg D - 2-4pm Bluebonnet Lions Bldg A-G/A5-7pm Private - Bldg D- Noon-4pm German Club Bldg A-G/A-4-6pm CVQG Meeting Bldg A-G/A- 9am-4pm PEO-18+ Bldg B/D : 10am-11am Set-up Child Care Conference Winter Break Camp - WGy/D730.530pm ,7,5,13,14,15,2021,22,27,28,29. Jan Tumbling 4:30-7:30pm 7915.14,1623272830 Jan FCCT-E Bldg C- Noon-2pm; 6-8pm 5-7pm & 6-8:30 - Select Teams- Fairgrds Flds1&2 5:30-9pm - Baseball- - Select- White Rock 6-10pm Adult Soccer American Legion 5-9pm Private Rental Noon-12am VFW Post Mtg VFW Post Mtg CLOSED Closed for Season Nov1 15th -106- 3 oo o 3 ooo o o o A so N 3 o o ool o 3 1 o 0 N o o 1o oo o to 0 0 0 3 o o 0 -107- Monthly Permit Report 1//2025-1/31/2025 #of Permits 14 6 2 1 6 29 City of La Grange Projects Building Permits Electrical Permits Gas Permits Mechanical Permits Plumbing Permits TOTALS Permit Fees $2,596.10 $256.00 $36.00 $105.00 $248.75 $3,241.85 -108-