20130314Addendum.pdf

EXECUTIVE OFFICES
INTERMOUNTAIN GAS COMPANY
555 SOUTH COLE ROAD • P.O. BOX 7608 • BOISE, IDAHO 83707 • [phone] • FAX: 3777§997
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h
March 14, 2013
Ms. Jean Jewell
Idaho Public Utilities Commission
472 W. Washington Street
P.O. Box 83720
Boise, ID 83720-0074
RE: Intermountain Gas Company
Case No. INT-G-13-02
Dear Ms. Jewell:
Enclosed for filing with this Commission is an original and seven (7) copies of Intermountain
Gas Company's Substitute Exhibit No. 2 related to the above referenced Case.
Intermountain also requests approval of the attached Addendum to its January 23, 2013, filing,
requesting Substitute Exhibit No. 2 be approved as a standard contract for its proposed LNG
sales service.
Please acknowledge receipt of this filing by stamping and returning a copy of this Application
cover letter to us.
If you have any questions or require additional information regarding the attached, please contact
me at 377-6105 or Dave Swenson at 377-6118.
2tt y yours,
on
Executive Vice President and General Manager
cc: K.F. Morehouse
D. Haider
M. Parvinen
SWM/mt
INTERMOUNTAIN GAS COMPANY
CASE NO. INT-G-13-02 OAR P " + r 4:
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Addendum
Intermountain requests approval of attached Substitute Exhibit No. 2 as a Standard Contract for
its proposed LNG sales service.
In the Matter of Application of INTERMOUNTAIN GAS COMPANY
For Authority to Sell LNG from its Nampa LNG Facility
(January 23,2013 Nampa LNG Filing)
Substitute Exhibit No. 2
Case INT-G- 13-02
Intermountain Gas Company
Page 1 of 20
CONTRACT FOR THE SALE AND PURCHASE
OF LIQUEFIED NATURAL GAS
BY AND BETWEEN
INTERMOUNTAIN GAS COMPANY
Dated as of -
Substitute Exhibit No. 2
Case 1NT-G- 13-02
Intermountain Gas Company
Page 2 of 20
TABLE OF CONTENTS
SECTION 1. DEFINITIONS ..................................................................................................... 1
SECTION 2. PURCHASE AND SALE OF LNG ..................................................................... 2
SECTION 3. PRICE AND PAYMENT ....................................................................................4
SECTION 4. MEASUREMENT AND BILL OF LADING .................................................... 5
SECTION 5. DELIVERY CONDITIONS ................................................................................ 5
SECTION6. SAFETY ................................................................................................................ .7
SECTION 7. TITLE, WARRANTY, AND INDEMNITY ...................................................... 7
SECTION8. INSURANCE ........................................................................................................ 8
SECTION9. TAXES .................................................................................................................. 8
SECTION 10. FORCE MAJEURE ............................................................................................. 9
SECTION11. TERM .................................................................................................................. 10
SECTION 12. LIABILITY LIMITATIONS ........................................................................................ 8
SECTION 13. DEFAULT
SECTION14. NOTICES ............................................................................................................ 11
SECTION 15. MISCELLANEOUS........................................................................................... 13
Substitute Exhibit No. 2
Case 1NT-G-13-02
Intermountain Gas Company
Page 3 of 20
CONTRACT FOR SALE AND PURCHASE OF LIQUEFIED NATURAL GAS
This Contract for Sale and Purchase of Liquefied Natural Gas (this "Contract") dated and
effective as of is made and entered into by and between Intermountain Gas
Company, ("Seller") and _________ ("Buyer"). Buyer and Seller are sometimes hereinafter
referred to collectively as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, Seller has available liquefied natural gas ("LNG") for sale; and
WHEREAS, Buyer desires to purchase and take delivery of LNG from Seller at its Nampa LNG
facility; and
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree
as follows:
SECTION 1. DEFINITIONS
1.1. "After Hours" means any time on a Non-Business Day or outside the hours of 8:00 a.m. to 4:30
p.m. Mountain Standard Time on a Business Day.
1.2. "Business Day" means any Monday-thru-Friday Day except those designated in the definition of
"Non-business Day".
1.3. "Buyers Agent" means a person authorized by Buyer to receive LNG from Seller or otherwise act
on behalf of Buyer.
1.4. "Contract Price" means the price per gallon Buyer shall pay for LNG purchased from Seller
pursuant to an executed Transaction Confirmation.
1.5. "Contract Quantity" means the Firm Contract Quantity and the Non-Firm Contract Quantity of
LNG to be delivered to a Buyer during the Delivery Period listed on an executed Transaction
Confirmation.
1.6. "Day" means a period of twenty four (24) consecutive hours.
1.7. "Day Price" means the Midpoint of the Platt's Gas Daily price survey for Rockies NW, Wyo.
Pool for a given day.
1.8. "Dekatherm" or "Dth" means one million British thermal units or one MMBtu.
1.9. "Bill of Lading" means a document, similar to the form of Exhibit B, attached hereto and
incorporated by reference, setting forth the results of weighing a Delivery Vehicle to determine
the quantity of LNG delivered pursuant to an executed Transaction Confirmation.
1.10. "Delivery Date" means the Day on which LNG is delivered to Buyer.
1.11. "Delivery Period" means the period during which deliveries are to be made as agreed by the
parties in a Transaction Confirmation.
Substitute Exhibit No. 2
Case INT-G- 13-02
Intermountain Gas Company
Page 4 of 20
1.12. "Delivery Point" means the outlet of the truck loading rack at Seller's Nampa LNG facility where
LNG is delivered pursuant to a Transaction Confirmation.
1.13. "Delivery Vehicle(s)" means a truck and/or trailer provided by Buyer capable of receiving and
transporting LNG.
1.14. "Firm Contract Quantity" means the quantity of LNG which the parties to a Transaction
Confirmation are obligated to deliver and receive during the Delivery Period except to the extent
performance is prevented by force majeure or Seller's supply needs for its public utility system.
1.15. "Index Price" means the monthly index price per MMBtu of natural gas for Rockies purchases for
a given month as found on Inside FERC's Gas Market Report, Northwest Pipeline Corp., Rocky
Mountain, First-of-Month Index or the daily Midpoint price for the NW, Wyo. Pool from the
Daily Price Survey of Platt's Gas Daily publication for the applicable Delivery Day.
1.16. "Liquefied Natural Gas" or "LNG" means Natural Gas that has been converted to liquid form for
ease of storage or transport.
1.17. "Loading Schedule" is a document controlled and maintained by Seller designating the schedule,
including the calendar Day and time of Day, of agreed upon deliveries of LNG to Buyer.
1.18. "Month" means a period beginning at midnight Mountain time on the first Day of any calendar
month and ending at 11:59:59 p.m. Mountain time on the last Day of the same calendar month.
1.19. "Natural Gas" or "Gas" means any mixture of hydrocarbons and noncombustible gases in a
gaseous state consisting primarily of methane.
1.20. "Non-business Day" means any Saturday, Sunday or any of Seller's observed holidays as
follows: New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
1.21. "Non-Firm Contract Quantity" means the Contract Quantity of LNG stated on an executed
Transaction Confirmation which is not Firm Contract Quantity.
1.22. "Transaction Confirmation" means a document, similar to the form of Exhibit A, attached hereto
and incorporated by reference, setting forth the terms of a transaction, including the Contract
Price and Contract Quantity, formed pursuant to a Contract for the sale and purchase of LNG.
SECTION 2. PURCHASE AND SALE OF LNG
2.1. Should the Parties come to an agreement regarding an LNG purchase and sale transaction for a
particular Delivery Period(s), the Parties shall record that agreement on a Transaction
Confirmation. The Transaction Confirmation may be signed in counterparts transmitted by mail,
facsimile, or email and shall become effective and binding when counterpart copies have been
signed and received by both Parties. In the event of a conflict between the terms of a Transaction
Confirmation and this Contract, the terms of the Transaction Confirmation shall control.
2.2. Seller agrees to sell and deliver, and Buyer agrees to purchase and receive the Firm Contract
Quantity of LNG during the Delivery Period(s) as set forth in a Transaction Confirmation in
accordance with the terms and conditions of this Contract. Buyer acknowledges and agrees that
Substitute Exhibit No. 2
Case 1NT-G-13-02
Intermountain Gas Company
Page 5 of 20
Seller's obligation to deliver the Firm Contract Quantity is contingent upon the availability of the
Firm Contract Quantity of LNG during the Delivery Dates requested by Buyer. Seller will use
best efforts to deliver the Firm Contract Quantity of LNG on or near the Delivery Dates requested
by Buyer; however, Seller's obligation to sell and deliver the Firm Contract Quantity LNG to
Buyer under this Contract and any Transaction Confirmation is subordinate and subject to
Seller's LNG supply needs for its public utility system. If Seller's LNG supply is insufficient to
meet the needs of it public utility system and requested deliveries of Firm Contract Quantities of
LNG under Transaction Confirmations with Buyer and other buyers of LNG from Seller, Seller
will allocate its available supply in excess of the needs of its public utility system among the Firm
Contract Quantities on a first request basis until sufficient supply is available to meet all
requested Firm Contract Quantity deliveries under Transaction Confirmations. Seller will provide
Buyer with notice of insufficient supply availability at least 72 hours prior to such condition.

2.3. Seller agrees to sell and deliver, and Buyer agrees to purchase and receive the Non-Firm Contract
Quantity of LNG as set forth in a Transaction Confirmation on a reasonable efforts basis in
accordance with the terms and conditions of this Contract, provided, however, neither Party shall
be liable to the other for failure to deliver or receive Non-Firm Contract Quantities of LNG.
Seller's obligation to sell and delivery any Non-Firm Contract Quantity LNG to Buyer under this
Contract and any Transaction Confirmation is subordinate and subject to Seller's LNG supply
needs for its public utility system and its obligation to deliver Firm Contract Quantity LNG to
buyers of LNG from Seller. If Seller's LNG supply is insufficient to meet the needs of its public
utility system and requested deliveries of Contract Quantities of LNG under Transaction
Confirmations with Buyer and other buyers of LNG from Seller, Seller will allocate available
supply in excess of the needs of its public utility system: first among the Firm Contract
Quantities, and then among the Non-Firm Contract Quantities on a first request basis until
sufficient supply is available to meet all requested Contract Quantity deliveries.

2.4. Transaction Confirmations shall specify the approximate anticipated Delivery Dates for the
Contract Quantities.

2.5. All sales shall be on an FOB basis and Buyer shall, at its sole risk and expense, be responsible for
transporting the LNG from the Delivery Point.

2.6. Prior to entering into a Transaction Confirmation, or prior to a delivery under a Transaction
Confirmation when Seller has reasonable grounds for insecurity regarding Buyer's performance
of its obligations under the Transaction Confirmation and this Contract, Seller may, as a condition
to entering into the Transaction Confirmation or making delivery under a Transaction
Confirmation, demand sufficient financial security in a form, amount, for a term, and from an
issuer, all as reasonably acceptable to Seller, including a standby irrevocable letter of credit, a
prepayment, a guaranty, or a security interest in an asset.
Substitute Exhibit No. 2
Case INT-G- 13-02
Intermountain Gas Company
Page 6 of 20
SECTION 3. PRICE, QUANTITY, DAMAGES, AND PAYMENT
3.1. The Contract Price of any and all LNG sold hereunder shall be specified on an executed
Transaction Confirmation. The Contract Price shall state the price in U.S. Dollars per gallon of
LNG and may generally be in form of either the sum of a base price per Dth, converted to dollars
per LNG gallon utilizing a factor of 12.1 gallons per Dth, PLUS an agreed upon additional
amount stated in U.S. dollars per LNG gallon as set forth on the Transaction Confirmation. The
Parties may alternatively agree to another pricing mechanism such as a flat price per gallon
provided that such alternative pricing is clearly stated on an executed Transaction Confirmation.
3.2. After hours loading will incur an additional charge of $50 per quarter-hour for any After Hours
time Seller incurs loading Buyer's LNG purchase. Excluding any delay(s) caused by Seller, the
charge for after hours loading to be billed will be calculated by Seller from the earlier of the
scheduled loading time or the time the Delivery Vehicle enters through the gate on the Nampa
LNG facility until the time the Delivery Vehicle exits the facility.
3.3. Upon 24 hour prior notice and by mutual agreement, Seller may agree to provide Buyer with a
trailer cool-down service at a charge of $500 per trailer. Buyer assumes all risk related to its
trailer and equipment associated with the cool-down service.
3.4. The Contract Quantity of LNG sold hereunder shall be specified on an executed Transaction
Confirmation.
3.5. Within ten (10) Days of a delivery of LNG under a this Contract, Seller will send to Buyer by
mail, email or facsimile transmission at the address or fax numbers provided by Buyer, an invoice
showing the total quantity of LNG gallons delivered, the applicable price, and any applicable
taxes, charges or adjustments. Billed quantity will be calculated per Section 4. Seller may, in its
sole discretion, consolidate multiple deliveries into a single invoice.
3.6. If Buyer fails to take delivery of the full amount of the Firm Contract Quantity within the
Delivery Period(s) of a Transaction Confirmation, and if Seller is otherwise unable to remarket
and sell any Firm Contract Quantity shortfall to other third parties, Buyer shall pay the liquidated
damages amount provided in the Transaction Confirmation for all undelivered quantities except
to the extent Buyer was prevented from taking delivery due to force majeure or due to the
unavailability of LNG supply within two Business Days of a requested Delivery Date made in
good faith. Seller will send to Buyer by mail, email, or facsimile transmission at the address or
fax numbers provided by Buyer, an invoice within thirty days following the Delivery Period
showing the amount of liquidated damages due for undelivered Firm Contract Quantities.
3.7. Buyer shall pay Seller's invoices in U.S. dollars within thirty (30) days after receipt, in
immediately available funds at the address shown on the invoice; provided that if the payment
due date is not a Business Day, payment is due the next Business Day following that date. If
Buyer fails to remit the full payment when due, interest on the unpaid portion shall accrue from
the due date until the date of payment at 1% per month (or the highest amount permitted by law,
if less).
3.8. If an invoice is disputed by Buyer, Buyer shall pay the undisputed amounts and shall, within
thirty (30) days from the date of Seller's invoice, give Seller written notification setting forth the
disputed amount, the basis for the dispute, and supporting documentation for the amount paid or
disputed. The dispute shall be handled in accordance with Section 14.2. If the undisputed
amount is not paid when due, the undisputed amount shall be subject to interest as provided in
4
Substitute Exhibit No. 2
Case INT-G-13-02
Intermountain Gas Company
Page 7 of 20
Section 3.5. Any disputed amount which becomes undisputed and due to Seller, shall be subject
to interest from the original due date.
SECTION 4. MEASUREMENT AND BILL OF LADING
4.1. The unit of sale for purposes of this Contract shall be an LNG gallon.
4.2. The agreed upon point and means of measurement shall be the scales at Seller's Nampa LNG
truck-loading station. Seller shall control the weighing of Buyer's Delivery Vehicle before and
after delivery. Buyer's Agent shall have the right to observe the weighing procedure. Seller
represents its standard of measurement and its methodology for taking such measurements meet
all applicable industry standards and upon request Seller shall provide Buyer the required
calibrations performed of such measurement device.
4.3. Seller shall create a Bill of Lading for each load that shows the weight of the Delivery Vehicle in
pounds before and after delivery of the LNG. Seller shall provide Buyer or Buyer's agent with a
copy of the Bill of Lading at the time it is created.
4.4. The net weight between the before and after delivery weights as shown on the Bill of Lading shall
be converted from pounds to gallons for billing purposes using a conversion factor of 3.55 gallons
per pound.
SECTION 5. DELIVERY CONDITIONS
5.1. Buyer shall provide Seller with a schedule of requested Delivery Dates at least five (5) business
days prior to the beginning of the month of delivery or prior to the execution of a Transaction
Confirmation. The schedule of requested Delivery Dates may include requested loading times for
each load. Buyer will also provide to Seller any revisions to its schedule of requested Delivery
Dates on a weekly basis with at least one Business Day notice prior to the beginning of the week
of delivery. Prior to the beginning of each week during the Delivery Period, Seller will provide
Buyer with a proposed Loading Schedule for the week. Buyer will confirm with Seller each
scheduled delivery, including date and time of Day, at least one Business Day prior to actual
delivery.
5.2. Subject to Seller's confirmation of Buyer's timely request for delivery, Seller shall deliver LNG
to Buyer under the following conditions:
5.2.1. Buyer's notice shall specify if a requested delivery is for a Firm Contract Quantity or a
Non-Firm Contract Quantity. Seller will determine the availability of LNG to be sold to
Buyer on the requested Delivery Date. Confirmed requests for delivery of Firm Contract
Quantities will be scheduled pursuant to the Loading Schedule. Requests for Firm
Contract Quantities not previously confirmed per 5.1 above will be scheduled on a first
request basis. Requested deliveries of all other Contract Quantities will be scheduled on
a first request basis after scheduled Firm Contract Quantities.
5.2.2. Buyer will provide a Delivery Vehicle(s) in accordance with the Loading Schedule
received from Seller. Buyer will pay liquidated damages pursuant to the Transaction
Confirmation if it fails to provide a Delivery Vehicle on a scheduled Delivery Date
unless the Buyer provides notice that failure is due to force majeure or the Buyer
cancelled the scheduled delivery before noon of the Business Day prior to the scheduled
Delivery Date. If Buyer provides Seller with a notice of a force majeure event as
Substitute Exhibit No. 2
Case INT-G- 13-02
Intermountain Gas Company
Page 8 of 20
described in Section 10.2 herein, prior to a scheduled delivery, Seller may waive
payment of liquidated damages for that delivery if, through reasonable efforts and
mutual agreement of the parties, the interrupted delivery can be rescheduled within 72
hours of original delivery. In the event any delivery is rescheduled as delineated above,
all other terms and conditions of the original delivery shall remain in force per the
Transaction Confirmation unless otherwise agreed to by the parties.
5.2.3. All requested and scheduled Delivery Dates shall be on a Business Day unless otherwise
agreed by Seller in its sole discretion. In the event Seller agrees to Delivery Dates on a
Non-business Day, Buyer agrees to pay additional charges as delineated in Section 3.2
above.
5.2.4. Delivery Vehicles shall comply with the following specifications:
(a)A minimum capacity of 6,000 gallons and, unless otherwise agreed to, a
maximum of 11,000 gallons,
(b)A total size including length and width that does not exceed Seller's
measurement facility,
(c)At time of loading, the tank pressure shall be such that Seller is able to deliver
the Contract Quantity of LNG;
(d)Pre-cooled tank to at least minus 240 O Fahrenheit;
(e)Previous cargo shall have been LNG, as demonstrated in writing, or
documentation shall be provided certifying that an inert purge followed by
appropriate pre- cooling for the receipt of LNG was carried out after use of the
Delivery Vehicle for cargo other than LNG (Seller shall have the right to sample
gas from the Delivery Vehicle to substantiate the substance and quality of prior
loads); and
(0 Safe operating conditions, including compliance with the requirements of all
applicable federal, state and local laws and regulations.

5.3. Seller shall have the right to reject to fill any Delivery Vehicle if, in Seller's sole opinion, Buyer's
Delivery Vehicle fails to satisfy any of the conditions in Section 5.2.4.

5.4. Buyer's failure to adhere to the Loading Schedule after final confirmation with respect to the day
and/or time of day as provided herein will cancel the Seller's obligation to deliver that load on
that calendar. Any Delivery Vehicle that without notice arrives at the Delivery Point more than
ninety (90) minutes after the scheduled time of day or after normal business hours when an after-
hours delivery has not previously been confirmed by Seller shall be considered a failure to adhere
to the Loading Schedule. Seller agrees to use reasonable efforts to reschedule a failed delivery
when Buyer provides adequate notice provided that any such rescheduled load does not interfere
with any other scheduled loads or other planned or unplanned operations at Seller's facility. Any
waiver by Seller of the Loading Schedule time requirement, including re-scheduling an alternate
or make-up loading time will be at the sole discretion of Seller.
6
Substitute Exhibit No. 2
Case INT-G-13-02
Intermountain Gas Company
Page 9 of 20
SECTION 6. SAFETY
6.1. The Parties recognize the importance of securing and maintaining safety in all matters
contemplated in this Contract including the transportation of LNG and it is their intention to
secure and maintain high standards of safety in accordance with the generally accepted standards
prevailing in the liquefied natural gas industry.
6.2. Buyer shall abide by all relevant laws, regulations and lawful orders, in particular Part 385—
Safety Fitness Procedures, of Title 49 of the Code of Federal Regulations, as it exists when this
Contract is executed, when LNG is delivered under a Transaction Confirmation. Buyer shall
produce all necessary federal safety certificates at the request of Seller.
6.3. Buyer shall cause its Delivery Vehicles to enter and depart Seller's premises safely and shall at all
times ensure that said vehicles meet the safety standards required by all applicable regulations
and requirements, including any that are a part of this Contract, and shall provide appropriately
qualified and suitably trained drivers.
6.4. Buyer or Buyer's Agent operating a Delivery Vehicle shall have in possession at time of delivery
driver personal protective equipment including, but not limited to, clothing fully covering the
arms, legs and torso, sturdy leather work shoes (not athletic type), hardhat, gloves, splash proof
safety goggles and full-coverage face shield.
6.5. The Parties shall use all reasonable efforts to ensure that their respective employees, agents,
contractors and suppliers have due regard to safety and abide by the relevant regulations while
they are performing works and services within and around the area of the Delivery Point.
6.6 Notwithstanding anything else set forth in this Agreement to the contrary, Seller is solely
responsible for maintaining the Site and its equipment in compliance with all applicable
regulatory requirements and industry standards. Buyer shall have no responsibility for the safety
of the Site or Seller's equipment and Seller shall indemnify and hold Buyer harmless from any
and all claims arising from Seller's breach of this provision.
SECTION 7. TITLE, WARRANTY, AND INDEMNITY
7.1. Unless otherwise specifically agreed, title to the LNG shall pass from Seller to Buyer at the
Delivery Point when the LNG is transferred to Buyer's Delivery Vehicle. Seller shall have
responsibility for and assume any liability with respect to the LNG prior to it being loaded onto
Buyer's Vehicle at the Delivery Point, and Buyer shall have responsibility for and assume any
liability with respect to said LNG after its being loaded into Buyer's Vehicle at the Delivery
Point.
7.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title
to all LNG sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances,
and claims. Seller represents and warrants that the LNG is of a quality consistent with Seller's
own standards. EXCEPT AS PROVIDED IN THIS SECTION 7.2 AND IN SECTION 7.6,
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE
DISCLAIMED.
Substitute Exhibit No. 2
Case 1NT-G-13-02
Intermountain Gas Company
Page 10of20
7.3. To the fullest extent permitted by law, each Party (the "Indemnifying Party") shall indemnify,
hold harmless and defend the other Party and its officers, directors, shareholders, agents,
employees, and representatives from all claims, liabilities, suits, judgments, fines, interest costs,
expenses and damages (including reasonable attorney's fees) to the extent caused by the conduct,
negligence, error, omission, willful misconduct, misrepresentation, breach of warranty or other
breach of this Contract on the part of the Indemnifying Party or any of its servants,
representatives, agents, employees or contractors. In the case of joint negligence, Seller's and/or
Buyer's liability shall be limited to their proportionate share of any such claim.
7.4. Inasmuch as LNG delivered as hereunder is mostly free of odorant compounds, Buyer shall
indemnify and hold Seller harmless from all claims and damages including suits, actions,
damages, costs, losses and expenses arising by reason of any failure of Buyer to odorize such
LNG.
7.5. Buyer warrants that all LNG sold hereunder will be consumed in the United States and will not be
vaporized for reinjection into any FERC regulated pipeline or facility. Buyer agrees to indemnify,
defend and hold Seller harmless for any breach of this Section 7.5 whether intended or accidental,
for any LNG sold to Buyer at the Delivery Point.
7.6. Unless otherwise stated on the Transaction Confirmation, Seller warrants that all LNG delivered
hereunder shall contain no less than ninety-seven percent (97%) methane, no more than one
percent (1%) ethane and one-half percent (1/2%) other hydrocarbons, with the balance to be inert
gases delivered in a liquid form. In the event the LNG content does not comply with the standards
above, Seller will use reasonable efforts to notify Buyer as soon as possible but in any event prior
to loading of LNG. Upon such notification, Buyer may elect to cancel all or part of a Transaction
Confirmation for any LNG that will not meet the above standards without penalty if Buyer's
election occurs prior to the LNG being loaded into Buyer's equipment.
SECTION 8. INSURANCE
8.1. Each Party shall, at its own expense, obtain and maintain during the Term of this Contract,
minimum levels of insurance in accordance with Exhibit C, attached hereto and incorporated by
reference, with insurance companies rated "A" or better by Best's Insurance Guide and Key
Ratings (or an equivalent rating by another nationally recognized insurance rating agency of
similar standing if Best's Insurance Guide and Key Ratings shall no longer be published) or other
insurance companies of recognized responsibility reasonably satisfactory to the Other Party.
SECTION 9. TAXES
9.1. Buyer shall pay to Seller, in addition to the Contract Price, any duty, tax, sales tax, excise tax, fee,
assessment, or other charge, regardless of whether of the same class or kind, now in effect or
hereafter imposed or assessed (but exclusive of taxes based upon the net income to Seller or
Buyer) by any municipal, state, or federal government or agency with respect to the LNG
purchased and sold hereunder, including any tax or levy related to the production, manufacture,
sale, transportation, storage, delivery, or use of LNG sold hereunder, regardless of whether such
tax is assessed against the product itself, or against Buyer, Seller, or its operations. The foregoing
provision shall not apply to the production, transportation, or delivery of natural gas (or to any of
its components or constituents) levied or assessed prior to the commencement of the liquefaction
process. Should such tax be levied against Seller or its operations, or should Seller be required to
collect such tax or fee directly from Buyer, then Buyer agrees to pay such tax or fee to Seller as
part of the payment for LNG. Should such tax be levied against Buyer or the LNG once it has
Substitute Exhibit No. 2
Case 1NT-G-13-02
Intermountain Gas Company
Page 11 of 20
been delivered to Buyer, then Buyer shall be responsible for the payment of all such taxes and
fees, unless collection and payment is required by law or regulation from Seller and, in such case,
the prior sentence shall control.
9.2. In the event any sales to Buyer are exempt or not subject to any gross receipts, sales tax or other
tax levied or assessed upon or attributable to the volume, value or gross or net receipts from the
sale of LNG, Buyer shall provide Seller with all necessary documentation, certificates or
affidavits required by any law or regulation to evidence such exemption or exclusion prior to
delivery of LNG to Buyer. In the event Buyer does not provide such documentation, certificates
or affidavits prior to delivery of LNG to Buyer under this Contract, Buyer shall indemnify,
defend and hold Seller harmless for any liability for any such tax.
SECTION 10. FORCE MAJEIJRE
10.1. If either Seller or Buyer is rendered unable, wholly or in part, by force majeure, to carry out its
obligations hereunder, and if the party so affected gives notice and reasonably full particulars of
such force majeure in writing or by facsimile or electronic mail to the other party within a
reasonable time after the force majeure event, then the party giving notice, as long as, so far as
and to the extent that its obligations are affected by such force maj cure, shall be exempt from its
obligation to the other to that extent. Notwithstanding the foregoing, neither Buyer nor Seller
shall be excused from obligations existing at the date of such notice of force majeure, including
Buyer's obligation to pay sums owing, including sums owing for LNG delivered prior to such
notice of force maj cure. The cause of such inability shall insofar as possible, using commercially
reasonable efforts, be remedied within a reasonable time and performance resumed.
10.2. The term "force maj cure" as employed herein shall mean acts of God, strikes, lockouts, or other
industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, storms, floods, washouts, arrests and restraints of
governments and people, civil disturbances, explosions, breakage or accidents to machinery or
lines of pipe, the necessity for making repairs or alterations to machinery or lines of pipe,
unplanned outages at Seller's terminal, or the inability of Seller to deliver LNG, force majeure on
or of any third party providing transportation service of gas or LNG for Seller, acts of civil or
military authority (including, but not limited to, courts or administrative or regulatory agencies),
loss or lack of gas supply affecting Seller's ability to perform in whole or in part, and any other
cause, whether of the kind enumerated herein or otherwise, not reasonably within the control of
the party claiming force majeure; such term shall likewise include:
10.2.1. those instances where the sale of LNG hereunder shall be deemed a regulated transaction
by any governmental agency and such regulation increases either Party's cost of
performance or renders either Party unable to carry out its obligations hereunder;
10.2.2. those instances where either Party is required to obtain servitudes, rights of way, grants,
permits or licenses to enable such Party to fulfill its obligations hereunder, and the Party
is unable to acquire, or is delayed in acquiring, the servitudes, rights of way, grants,
permits or licenses, on terms deemed reasonable by the Party; and
10.2.3. those instances where either Party is required to secure permits or permissions from any
governmental agency to enable such Party to fulfill its obligations hereunder, and the
Party is unable to acquire, or is delaying in acquiring, the permits and permissions on
terms deemed reasonable by the Party.
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10.3. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the
discretion of the Party having the difficulty, and that the above requirement that any force
majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes
or lockouts by acceding to the demands of the opposing party when such course is inadvisable in
the discretion of the Party having the difficulty.
SECTION 11. TERM
11.1. This Contract shall remain in effect for a period of three (3) years after its effective date but may
be terminated on ninety (90) Day's prior written Notice by either Party to the other, provided that
it shall remain in effect until the expiration of the latest Delivery Date of any outstanding
Transaction Confirmation. The obligations to make payment hereunder, and the obligation of
either Party to indemnify the other, pursuant hereto shall survive the termination of this Contract
or any transaction.
11.2. This Contract shall be automatically extended for successive periods of one year unless either
Party provides written notice of its intent to terminate at least ninety (90) days prior to the
expiration of the then existing term; provided, however, that the Contract shall remain in effect
until the expiration of the latest Delivery Date of any outstanding Transaction Confirmation.
11.3. Seller shall have the right to terminate this Contract immediately in the event (i) Buyer vaporizes
any LNG purchased hereunder for reinjection into any FERC-regulated pipeline or facility or (ii)
any sale of LNG hereunder becomes subject to governmental regulation due to any action, or
inaction, of Buyer.
SECTION 12. LIABILITY LIMITATIONS
FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
DAMAGES IS PROVIDED IN THIS CONTRACT OR N A TRANSACTION CONFIRMATION,
SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY. A PARTY'S LIABILITY HEREUNDER SHALL BE LIMITED AS SET
FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN
EQUITY ARE WANED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY
PROVIDED HEREIN OR IN A TRANSACTION CONFIRMATION, 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 OR
DAMAGES AT LAW OR IN EQUITY ARE WANED. EXCEPT FOR INDEMNITY OF THIRD
PARTY CLAIMS, 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 TO THE 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
BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT ACTUAL
DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE
OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES
CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE
HARM OR LOSS. THE LIABILITY OF SELLER FOR ANY BREACH OF THE WARRANTY IN
THIS PARAGRAPH SHALL BE LIMITED TO THE REPLACEMENT VALUE OF ANY LNG, NOT
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Case 1NT-G-13-02
Intermountain Gas Company
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EXCEEDING $10,000 PER LOAD. THE PARTIES SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO MITIGATE DAMAGES HEREUNDER.
SECTION 13. DEFAULT
13.1. In the event ("Event of Default") either Party ("Defaulting Party"): (1) makes any general
assignment for the benefit of creditors; (2) files a petition or otherwise authorizes the commencement of a
petition in bankruptcy or has a bankruptcy proceeding commenced it, or has a receiver appointed over
substantially all of its assets, or otherwise is unable to pay its debts when they become due; (2) fails to
perform any material obligation to the other Party under this Contract or a Transaction Confirmation,
including the payment of any amounts due, within five (5) Business Days of written notice from the other
Party that such obligation is due; or (3) fails to provide security under Section 2.6 within three (3)
Business Days of request; then the other Party ("Non-Defaulting Party") has the right, in its sole
discretion, to immediately suspend or terminate transactions under this Contract in addition to any and all
other remedies provided under this Contract.
13.2. If transactions are terminated under this Contract resulting from an Event of Default, the Non-
Defaulting Party shall determine the amount owed (whether or not then due) by each Party with respect to
all LNG delivered and received under this Contract prior to the termination date and all other applicable
charges (whether or not then due) under the terminated transactions, including liquidated damages for
Firm Contract Quantities not delivered or received by the Defaulting Party.
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SECTION 14. NOTICES
14.1. Except for notices under Section 5 which may provided in any manner in which the notice is
acknowledged by the other Party, all Transaction Confirmations, invoices, payments and other
communications made pursuant to this Contract ("Notices") shall be made to the addresses
specified in writing by the respective Parties from time to time.
Seller: Intermountain Gas Company
Correspondence, notices, and billing:
LNG Sales
Intermountain Gas Company
555 S. Cole Road
P0 Box 7608
Boise, ID 83706
Attn: David Swenson
Tel: [phone]
Mobile: [phone]
E-mail: dave.swensonintgas.com
Payments (by Wire Transfer):
ABA #:
Acct. #:
Buyer:
Correspondence, notices, billing and payments:
Business Name
Street Address
City, State, Postal Code
Attn: Name, Title
Tel: (xxx) xxx-xxxx
Fax: (xxx) xxx-xxxx
E-mail: [e-mail]
14.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means,
a nationally recognized overnight courier service, first class mail or hand delivered.
14.3. Notice shall be deemed given when received on a Business Day by the addressee. In the absence
of proof of the actual receipt date, the following presumptions will apply. Notices sent by
facsimile shall be deemed to have been received upon the sending Party's receipt of its facsimile
machine's confirmation of successful transmission. If the Day on which such facsimile is
received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall
be deemed to have been received on the next following Business Day. Notice by overnight mail
or courier shall be deemed to have been received on the next Business Day after it was sent or
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Intermountain Gas Company
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such earlier time as is confirmed by the receiving Party. Notice via first class mail shall be
considered delivered five Business Days after mailing.
SECTION 15. GOVERNING LAW; DISPUTE RESOLUTION
15.1. This Contract shall be governed and construed in accordance with the laws of the state of Idaho
without regard to its conflict of law provisions. For the purpose of any legal action or proceeding
arising out of or relating to this Contract, each Party expressly agrees to exclusive jurisdiction and
venue in the applicable state or federal courts located in Boise, Idaho, including personal
jurisdiction over the Parties. Each Party waives any objection to this forum and irrevocably
waives any and all right to trial by jury in any suit, action or proceeding arising out of or related
to this Contract.
15.2. In the event of any dispute between the Parties arising out of or related to this Contract, the
Parties shall attempt, promptly and in good faith, to resolve any such dispute through negotiation.
If the Parties are unable to resolve any such dispute through negotiation within a reasonable time
(not to exceed thirty (30) days), then either Party may submit such dispute to mediation within
sixty (60) days of a demand for mediation. If the dispute cannot be resolved through mediation,
then the Parties may pursue any right or remedy available to them under applicable law.
SECTION 16. MISCELLANEOUS
16.1. No assignment of this Contract, in whole or in part, will be made without the prior written
consent of the non-assigning Party.
16.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court
having jurisdiction, such determination shall not invalidate, void, or make unenforceable any
other provision, agreement or covenant of this Contract.
16.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent
breach.
16.4. This Contract and any Transaction Confirmation set forth all understandings between the Parties
respecting each transaction subject hereto, and any prior contracts, understandings and
representations, whether oral or written, relating to such transactions are merged into and
superseded by this Contract and any effective Transaction Confirmation. This Contract and any
Transaction Confirmation may be amended only by a writing executed by both Parties.
16.5. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules,
orders and regulations of any governmental authority having jurisdiction over the Parties, their
facilities, or LNG supply.
16.6. There is no third party beneficiary to this Contract.
16.7. The Parties acknowledge that they (i) understand the hazards associated with the storage,
distribution, and use of LNG and hereby assume all responsibility for warning its own personnel,
agents and subcontractors of such hazards, (ii) have read and understand the provisions of this
Contract.
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16.8. Neither Party shall disclose directly or indirectly without the prior written consent of the other
Party the terms of any transaction to a third party (other than the employees, lenders, counsel,
accountants, auditors and other agents of the Party) except (i) in order to comply with any
applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the
enforcement of this Contract, (iii) to the extent necessary to enforce any transaction, or (iv) to the
extent necessary to respond to a request or inquiry from any governmental authority. In the event
that disclosure is required by a governmental or regulatory body or applicable law, the Party
subject to such requirement may disclose the material terms of this Contract to the extent so
required, but shall notify the other Party, prior to disclosure.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the dates written
below.
BUYER:
By:
Printed Name:
Title:
Dated:
SELLER: INTERMOUNTAIN GAS COMPANY
By: Scott W. Madison
Printed Name:
Title: Executive Vice President and General Manager
Dated:
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Case 1NT-G- 13-02
Intermountain Gas Company
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EXHIBIT A
TO THE CONTRACT FOR THE
SALE AND PURCHASE OF LIQUEFIED NATURAL GAS
INTERMOUNTAIN GAS COMPANY
LNG TRANSACTION CONFIRMATION
Confirmation #: IGC-TC-NOV12-0001 Date:
This Transaction Confirmation is subject to the Contract for the Sale and Purchase of Liquefied Natural Gas between Seller and
Buyer, dated . The terms of this Transaction Confirmation are binding upon execution by the Parties. The
Parties may have more than one Transaction Confirmation in effect during the Term of the Contract.
SELLER: BUYER:
Intermountain Gas Company Company Name.
Attn: David Swenson Attn: Name of Representative
Gas Supply Title:
Phone: [phone] Phone: (xxx) xxx-xxxx
Cell: [phone] Cell: (xxx) xxx-xxxx
Fax: [phone] Fax: (xxx) xxx-xxxx
Contract Price: Buyer will purchase LNG, per delivery, Delivery Period(s)
equal to the following cost per gallon:
U Firm Contract Quantity:
El FOM Index Price for December 2012 ($/Dth)
- OR - 0 Non-Firm Contract Quantity: Gallons
0 Gas Daily Index Price for December 2012 ($fDth) Liquidated Damages for Seller's Failure to Deliver Firm
- PLUS - Contract Quantities $/ Gallon
3 8 per LNG gallon. Liquidated Damages for Buyer's Failure to take Delivery of
Firm Contract Quantities $/Gallon
0 Other: Other/Notes: Date(s) and time(s) of each individual delivery
of LNG to Buyer is subject to Seller's Loading Schedule. Cool-down Charge: $500 per trailer
After-hours Charge: $50 per each quarter-hour
Delivery Point: Buyer will take delivery Seller's Nampa LNG Facility.
Special Conditions:
1.LNG Quality, Methane > %; Ethane <= %; Other Hydrocarbons < %.
2.
Seller: Intermountain Gas Company Buyer: Name
By:
Title:
Date: Date:
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EXHIBIT B
TO THE CONTRACT FOR THE
PURCHASE AND SALE OF LIQUEFIED NATURAL GAS
AINTERMOUWAN Nampa LNG Plant
•! (AS COMPANY 4050 N Can Ada Road
Nampa, ID 83687
Bill of Lading
Ticket:
Arrival Time: March 14, 2013 8:39 am
Departure Time: March 14,2013 8:39 am
LHM Quantity Description Hazard Class Id Number
X Cargo Tank Natural Gas Iefrigerated Liquid 21 UN1 872
Shipper: Intermountain Gas Comapny
4050 N Can Ma Road
Nampa, ID
83687
Carder:
Tractor #:
Trailer*:
I Deliver To:

Gross Weight lbs

Tare Weight lbs

Net Weight lbs

Conversion Factor- as000 lbs/gal
Total Gallons:
Vessel Inches Before: Vessel Pressure Before: 0
Vessel Inches After: Vessel Pressure After
Remarks:
This is to certify that the above named materials are properly classified, The undersigned hereby acknowledges receipt, in good
desci1bed packaged, marked and labeled and are in proper condition for order-of the above described materials
transportation according to the applicable regulations of the United States
DepartmentofTransportation.
Intermountain Gas Company Date Drivers Signature Date
FOR CHEMICAL EMERGENCY
SIII, Leak, Fire, Exposure or Accident
CALL CHEMTREC -DAY OR NIGHT
800424-9300
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EXHIBIT C
TO THE CONTRACT FOR THE
SALE AND PURCHASE OF LIQUEFIED NATURAL GAS
INTERMOUNTAIN GAS COMPANY
LNG TRUCK-LOADING INSURANCE REQUIRMENTS
Buyer shall obtain, at its own expense, from reliable insurance carriers satisfactory to the Seller and authorized to do
business in the state where the Work is to be performed, the following applicable insurance policies indicated below,
with limits not less than those specified:
1.Worker's Compensation insurance complying with the law of the state(s) in which any Work under this
Contract is to be performed, whether or not Buyer is required by such laws to maintain such insurance, and
Employer's Liability Insurance with limits of $1,000,000.
2.Commercial General Liability insurance with a combined single limit for bodily injury and property
damage of $1,000,000 each occurrence and general aggregate/products liability aggregate of $2,000,000, covering
all obligations or operations to be performed under this Contract. Policy shall include no modifications that reduce
the standard coverage provided under a commercial liability form and delete railroad exclusions from contractual
section or definition section of insured Contract.
3.Commercial Automobile Liability insurance with a combined single limit for bodily injury and property
damage of $1,000,000 each occurrence to include coverage for all owned, non-owned, and hired vehicles.
4.Commercial Umbrella Liability/Excess Liability insurance with limits of not less than $5,000,000 per
occurrence.
5.Buyer's Pollution Liability insurance, $1,000,000 each occurrence, to provide coverage for pollution claims
arising out of Buyer's actions. Notwithstanding the above, Buyer's Pollution Liability policy will not name Seller
as an additional insured.
GENERAL INSURANCE PROVISIONS
1.Any and all deductibles in the above-described insurance policies shall be assumed by, for the amount of,
and at the sole risk of Buyer.
2.Any insurance on a "claims made" basis shall be maintained for at least two years after completion of the
services, or Buyer shall provide at least a one year extended reporting period if coverage is cancelled or non-
renewed following completion of the project.
3.The "explosion," "collapse," and "underground" exclusions shall be removed from Buyer's liability
insurance policies.
4.Modification or cancellation of policies providing coverage herein, as it affects the interest of Seller, shall
be effective only after written notice is received by Seller thirty (30) days in advance of any such modification or
cancellation, except if such cancellation is due to failure to pay premiums in which case 10 days' prior written notice
of cancellation is given to Seller.
5.Prior to entering into a Transaction Confirmation, Buyer shall have delivered to Seller current certificates
in a form satisfactory to Seller evidencing the existence of insurance as provided for above and, except with regard
to Worker's Compensation Insurance, naming Seller as an additional insured; and shall also provide primary
coverage without right of contribution by any insurance carried by the Seller. Buyer will resubmit updated
certificates prior to the expiration date of any required insurance.
6.All of the above-described insurance policies, together with all other insurance policies now owned or
purchased hereunder, shall contain provisions that the insurance carriers will have no right of recovery or
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Intermountain Gas Company
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subrogation against Seller or any of its subsidiaries or affiliated companies and Buyer does hereby waive its right of
recovery against Seller.
7.Irrespective of the requirements as to insurance to be carried, the insolvency, bankruptcy or failure of any
such insurance carrier providing insurance for Buyer, or failure of any such insurance carrier to pay claims
occurring, shall not be held to waive any of the provisions hereof.
8.Further, compliance by the Buyer with the insurance requirements set forth herein shall not relieve the
Buyer from liability for amounts in excess of the limits of insurance.
9.Buyer shall require all of its subcontractors to fully comply with these insurance provisions, name the
Seller as an additional insured, and all to be endorsed with a waiver of subrogation in favor of Seller. Any
deficiencies in the coverages, policy limits, or endorsements of said subcontractor shall be the sole responsibility of
Buyer.
10.Seller shall not insure nor be responsible for any loss or damage to equipment or property of any kind
owned or leased by the Buyer or its subcontractors, employees, servants, or agents.
11.Notwithstanding anything else set forth in this Agreement to the contrary, Buyer's obligation to provide the
insurance coverage set forth above is limited solely and exclusively to the sale of LNG by Seller to Buyer under this
Agreement.
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