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Home My WebLink About1997-119C \WPDOCS\ORD\MAINT ORD ORDINANCE NO 9-7- J/� AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE MAYOR TO EXECUTE AGREEMENTNBYLECTAND BETWEEN THE CIOTY SYSTEM DENTON, TEXASCAND AND THE CIOPERATION CITY OF SANGER, TEXAS, WHEREIN THE CITY OF DENTON MUNICIPAL ELECTRIC UTILITY WILL PERFORM SERVICES RELATING TO THE MAINTENANCE AND OPERATION OF THE ELECTRIC DISTRIBUTION SYSTEM OF THE CITY OF SANGER, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREUNDER, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute the Electric Distribution System Maintenance and Operation Agreement between the City of Denton and the City of Sanger (the "Agree- ment"), a copy of which is attached hereto SECTION II That the City Council is hereby authorized to expend the funds relating to the performance of the Agreement by the City of Denton Municipal Electric Utilities SECTION III. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the L� day of 1 1997 JAC ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY MR APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY 4 A THE STATE OF TEXAS COUNTY OF DENTON ELECTRIC DISTRIBUTION SYSTEM MAINTENANCE AND OPERATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Denton, Texas ("DENTON"), a Municipal Corpora- tion, acting by and through its Denton Municipal Electric Utility division, and the City of Sanger, Texas, a Municipal Corporation ("SANGER"). Section I. SCOR a of work/Services to be Provided. Operations, maintenance and minor construction pertaining to the Electric Distribution system for the City of Sanger. A. Service Ticket activities and services (repair street light, guy wire, tree limbs, etc.) B. Power Restoration activities and services (fuses, poles, conductor, hardware, etc.) C. Minor Construction activities to provide service (one/two pole extensions, 100-200 ft. underground extensions, transformer, service wire, etc.) PROVIDED HOWEVER, Construction cost hereunder (material, labor & equipment) shall not exceed $25,000.00 total during the term of this Agreement Any other construction project(s) requiring over $25,000 00 for construction costs shall be handled under separate contract, subject to the approval of the Denton City Council. Section 2. Rates and Charges (A) SANGER shall pay DENTON, for services provided under this Agreement, the following: (1) For the work performed by DENTON under Section 1 herein - above, SANGER shall pay DENTON the sum of $8,000.00 per month compensation for services performed, and equipment utilized by DENTON in the performance of this Agreement; (2) The cost of materials, supplies, equipment rentals, outside or independent contractor fees and expenses, sales, use and similar taxes, and other miscellaneous costs directly related to the provision of services under this Agreement for SANGER, all of which shall be invoiced at the actual cost incurred by DENTON; (3) An administrative charge equal to 10$ of the her sum of the amounts invoiced under subsection 2(A)(2), (B) DENTON shall deliver to SANGER an invoice for services performed and materials furnished on a monthly basis. All invoices shall be due upon receipt. Any invoice which remains unpaid more than 30 days after receipt by SANGER shall bear interest at the highest legal rate. (C) DENTON shall keep records and accounts of the activities and transactions relating to the provision of services under this Agreement to which SANGER shall have reasonable access. Section 3. Warranti011 Limitations A) DENTON shall use reasonable diligence to provide regular and consistent maintenance and operating activities under this Agreement and shall perform its services in a good and workmanlike fashion. DENTON shall not be liable for any damages, costs or losses caused by the interruption, suspension, or curtailment or electric service due to any cause not reasonably within its control including, but not limited to, acts of God, nature or the elements, fire, accidents, civil or public disturbance, breakdown or accident to equipment, or any act or omission by any person or entity not subject to the control of DENTON. B) In the event of a natural disaster in which SANGER suffers physical damage to its electrical system, DENTON shall assess its Electric Utility's situation to determine whether it is capable of providing assistance to SANGER, considering the needs of Denton's own electric utility customers first. DENTON shall be under no obligation to provide assistance to SANGER in the event of such a natural disaster. However, DENTON agrees that if its electric utility is capable of providing assistance to SANGER in the event of such natural disaster, then DENTON will do so in good faith. C) The entire liability of DENTON from any cause, whether by contract, tort or otherwise, shall not exceed the total sum received by DENTON under this Agreement. D) THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITA- TION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE BEING PROVIDED UNDER THIS AGREEMENT IS BEING SOLD $'AS IS". SANGER AGREES THAT DENTON SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OF PROFIT OR REVENUE ARISING FROM THE PROVISION OF SERVICE UNDER THIS AGREEMENT EVEN IF DENTON HAS BEEN ADVISED OF SUCH POSSIBILITY. Maintenance and operation Agreement - Pepe 2 Section 4. Terms Termination. (A) This Agreement shall be for a primary term of thirty (30) days. (B) This Agreement shall be automatically renewed for successive thirty (30) day period, until SANGER provides daysteriornotice cetto DENTON of termination at term or renewal term this Agreement. he end of a thirty s day year termination This provision is subject to the total one (1) y date set forth in Section 4 (C) hereinbelow. (C) This Agreement, notwithstanding the automatic renewal terms provided for in Section 4 (B) hereinabove, shall in all events terminate one year after its effective date. (D) DENTON may terminate this Agreement, at will and without cause, by giving SANGER thirty (30) days written notice of termination. (E) DENTON may terminate this Agreement on 10 days written notice in the event SANGER is or remains more than 10 days delinquent on any payment required to be paid to Denton under the terms of this Agreement. section S. Notices. Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice: ADDRESS FOR NOTICE: City of Denton, Texas City of Sanger, Texas Municipal Electric Utility Attn: Sharon Mays Director of Electric Utilities 901-B Texas Street Denton, Texas 76201 Maintenance and operation Agreement - Pape 3 Section 6. ***ornev's Fees. Should either party to this Agreement commence legal proceedings against the other to enforce the terms and provisions of this Agreement, the party losing in such legal proceedings shall pay the reasonable attorney's fees and expenses expenses)gofbut thenot partylimited prevailingexpert suchwitness legalfees deposition proceedings. section 7. No Assignment• Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section S. 8everabiiity. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a ion as similar as posvalid sible to the term or provision declaor enforceable term or i declared illegal, invalid or unenforceable. Section 9. Waiver, Either DENTON or SANGER shall have the right to waive any requirement contained in this Agreement, which is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. section 10. Dovern+na L,aws Venue. This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Denton County, Texas such that exclusive venue for any action arising out of this Agreement shall be in Denton County, Texas. section 11. ggaaraoh Headinaes Construction. The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various in paragraphs the negotiaionnd preparation of thisrAgrement andpartici- pated this Agreement shall not be construed either more or less strongly against or for either party. section 12. Sand;na Effect Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. maintenance and Operation Agreement - page 4 section 13. gender. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words int he singular number shall be held and construed to include the plural, unless the context otherwise requires. section 14. CountOrnarts, This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. section 18. °Mare Agreement. It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally and may only be changed or terminated in a writing signed by both parties. Section 16. Rela +onshan of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relation- ship between the parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. EXECUTED on this the 1_J"t�' day of , 1997, to be effective as of the 1st day of May , 1997. CITY OF DENTON, TEXAS JAC9�`L9 - LER, MAYOR Maintenance and Operation Agreement - Page 5 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY CITY OF SANGER, ATTEST: Maintenance and Operation Agreement - Page 6