HomeMy WebLinkAbout09-08-1987
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AGLNDA t
CITY OP DENTON CITY COUNCIL
Stpttmbpr 8, 1987
Special Work Session of the City of Denton City Council on
Tuesday, September 8, 1987, at 5:30 p.m. in the Civil Defense
Room of the Municipal Building at which the following items
will be considered:
4y
5:30 p.m.
1. Discussion and approval of the TMPA Power Sales
Amendment.
2. Hold a discussion regarding the proposed 1987-88
Annual Program of Services.
C E R T I F I C A T E
I certify that the above notice of meeting was posted on the
bulletin r at the Cit Ha 1 of the City of Denton, Texas,
34 on the day of , 1987 at Oy o'clock
(a.m.) p.
A. It
SECRETARY
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AGENDA
CITY OF DENTON CITY COUNCIL
September 8, 1987
Special Work Session of the City of Denton City Council or.
Tuesday, September 81 1987, at 7;30 p,m. in the Civil Defense
Room Df the Municipal Building at which the following items
will be considered:
7.30 p.m,
Executive Session.
A. Legal Matters Under Sec. 2{e), Art. 6252-17
- 1. Hold a discussion of litigation it,-Idding
;K the County of Denton vs. the City of Denton.
s'•
B. Real Estate Linder Sec. 2(f), Art. 6252-17
V.A.T.S.
1, Consider offer to purchase County's interest
in Flow Hospital.
C. Peraounel/Board Appointments Under bec, 2{g), ;
Art 6252-17 V.A.T.S. C E R T I F I C A T E
I certify that the above notice of meeting was posted on the
,w bulletin d at the Ci Hall of the City o De ton, Texas,
on the day o , 1987 at o'clock
CjrTY SECRETARY
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AGENDA }
k CITY OF DENTON CITY COUNCIL
F September 81 1987
Special Work Session of the City of Denton City Coul:cil on
Tuesday, September 8, 1987, at 5:30 p.m. in the Civil Defense
Room of the Municipal Building at which the following items
will be considered:
5:30 p.m.
1. Discussion and approval of the TMPA Power Sales
Amendment.
2. Hold a 'A cussion regarding the proposed 1987-88
Annual Program of Services.
C E R T I F I C A T E +
I certify that the above notice of meeting was posted on the
bulletin board at the City Hall of the City of Denton, Texas$
on the day of , 1987 at o'clock
(a.m./ p.m.
F .y
' CITY SECRETARY
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30
September B. 1987
CITY COUNCIL AGENDA ITEM
TO: MAYOR AND MEMBERS OF THE CHY CUUN'CIL
FROM: Lloyd Harroll, City Manager
RE: DISCUSS AND CON;•:UER AMENDMENT TO THE TMPA POWER SALES
S, AGREEMENT r
RECOMP&NDATION:
The Staff recommends approval of the subject amendment to
rc. the TMPA Power Sales Contract. Final ordinance will be
presented for consideration at the September 15, 1987,
j ;Council meeting.
SUMMARY: a.'
n aRyr`l In 19760 the City of Der+ton entered into a Power Sales Agreement "rk
with the 'Texas Municipal Power Agency (TMPA) to provide future
electrical power and energy to Denton. Section 3 of that Power r
Sales Contract prohibits the Lity of Denton from installing any
h* future generation other than a 101 upgrade to Denton's power
production system as it existed in 1976 or addition of solid
waste fired generation.
ti~swyi{~ ; ' : The proposed amendment, attached herewith as Exhibit I, would
allow any one of the TMPA member cities to install up to 5,000
KW of additional generation if such generation is not fueled by
lignite, coal, natural gas, oil, nuclear fuel or any purchased
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fuel.
This amendment will allow the Cit; of Denton to proceed with the
installation of a 28OU hW hydroeiectric generator on Lewisville
b Lake.
vYtr r The TMPA legal staff, the TMPA bond attorneys and Denton's City a`
Attorney have reviewed and approved this amendment.
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PROGk'rMS GROUPS OR DEPART'bLENIS AFFECTED:
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City of Denton, Denton Municipal Utilities and the citizens. a
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FISCAL I&PACT:
This amendment will allow the installation of the Lewisville
hydroelectric project which will ultimately represent $1UO,UU4-
$400,000 paver year in electrical savi rigs for the baler and f
Wastewater Department. :rrr
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PREPARED BY,
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Department of Utilities
EXHIBIT I: Amendment I-1kPA Power Sales Contract
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FULBRIGHT & JAWORSKI
1301 McKinney Street
Houston, Texas
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MEMORANDUM
TO: Elbert M. Morrow
DATE: August 20, 1987
FROM: Uriel E. Dutton
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RE: Amendment of TMPA Power Sales Contract
As a follow-up on our telephone conversation
yesterday, I am enclosing a revised draft of an amended
subsection 3(a) of the captioned Contract, which would take the
place of the entirety of subsection 3(a) originally appearing n
in the Contract. In this draft, I have attempted to address
the different times when various facilities may have been or
may be acquired or owned or constructed by the Cities and have
also attempted to deal with the problem presented by the
potential utilization of "clause (iii) Facilities" to generate
electricity wh±^h is sold or exchanged or purchased in
connection with the "economic dispatch" arrangements among the
' Cities and Brazos Electric Power Cooperative, Inc., or the
"pooling" agreements which were referred to in the last
(unnumbered) subparagraph of subsection 3(a) as originally
written. As we discussed, the objective of this revised draft
is to insure that electricity will not be generated in
"clause (iii) Facilities" and sold or exchanged or purchased
pursuant to such ,,,onomic dispatch" or "pooling" arrangements
in such manner as to diminish the amount of Power and Energy
which would otherwise have been purcl'.ased by any of the Cities
from TMPA, contrary to the intention of the restrictions under
subsection 3(a)(1) of the last proposed draft amendment of the
Contract.
You will note that the enclosed draft is not designed
to permit the Cities to utilize "clause (iii) Facilities" to
generate electricity for delivery pursuant to "economic
dispatch" or "pooling" arrangements in circumstances where the
only facility which could deliver such power at a cost equal to
or less than that of TMPA's cost is owned by Brazos Power
Cooperative, Inc., or some other present or future participant
(other than the Cities) in a "pooling" agreement with the
Cities, I have a feeling that the somewhat open-ended
r "pooling" exclusion contained in subsection 3(a) as originally
written should probably not be further expanded so as to invite
' zr the Cities to enter into a "pooling" arrangement with a cheap
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Elbert M. Morrow
August 20, 1987
Page 2
source of power which they could then "curtail" to permit
operation of "clause (iii) Facilities,-
Call me if I can be of further assistance on this.
U.E.D.
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Section 3: Sale and Purchase of Power and Energy
(a) During the time this Section is applicable to such City,
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each City agrees as follows;
Each City shall purchase and receive from the
(1)
Agency all Power and Energy which it shall require for the
operation of its electric system in excess of the amourt
(i) supplied by those generation and transmission facilities
(in this subsection 3(a) called the "clause (i) Facilities"),
if any, owned by it on September 1, 1976, including, as parts
of any clause (i) Facilities, those generating and transmission
facilities, if any, under construction on such date, and ;
improvements or extensions of such generating facilities made
y\,t or to be made after September 1, 19761 which increase the Rated
Capacity of same so long as the increase during any period of
two successive Contract Years does not exceed 10% of the same's
Rated Capacity at the beginning of such period, provided the
` Cities and the Agency may, in writing, waive such 10% limit,
(it) supplied from one or more generation facilities (in this
subsection 3(a) called "clause (it) Facilities"), if any, each
of which is primarily fueled from and the construction and
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operation of which is incidental to the disposal of solid wasto
and which was or is constructed after September 1, 1976, and
owned by one or more of the Cities, including, as parts of any
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clause (it) Facility, any transmission facilities that are
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necessary for the transmission of Power and Energy refrom,
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and (iii) supplied from any other generation facilities (in
this subsection 3(a) called the "clause (iii) Facilities" and
i;wluding, as parts of any such clause (iii) Facilities, any
transmission facilities that are necessary for the transmission
of Power and Energy therefrom), if any, owned by the City which
I
are acquired or on which construction is begun after
1987, so long as (A) the Rated 'ipacity of any
one such clause (iii) Facility does not exceed 3000 kilowatts,
(8) the City does not, during the term of this Contract, own or
have an interest in two or more clause (iii) Facilities that
have a combined Rated Capacity in excess of 5000 kilowatts, and
A ° (C) no clause (iii) Facility is fueled by lignite, coal,
natural gas, oil, nuclear fuel, or any purchased fuels; and
provided that each City stipulates and agrees with tho Agency t
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~N that Power and Energy generated by clause (iii) Facilities
shall not be taken into or transmitted through any of the
ins I City's transmission lines or used by the City for r
Y y o the operation
r>, of its electrical system except to the extent expressly
permitted under the provisions of subsection 3(A)(4) below.
(2) Each City binds itself to pay for all Power and
Energy purchased or otherwise acquired by it from the Agency
s; pursuant to this Section 3, said payment to be made at the
rates and charges established pursuant to Section 7 of this
Contract.
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(3) Notwithstanding the foregoing
provisions of +
subsection 3(a)(1) above, etch City reserves and shall have the
right to purchase or exchange Power or Energy (i) on an
emergency, maintenance, or stand-by basis or (ii) on the basis
of economic dispatch between the Cities and Brazos Electric
Power Cooperative, Inc, (Brazos), or any one or mc.e of such
j entities or (iii) under the existing pooling agreement between
the Cities and Brazos and future pooling agreements among the
foregoing and others, all, or any combinat+on tLereof, and the
Agency; provided that each City stipulates and agrees with the
Agency that Power and Energy generated by clause (iii)
w Facilities shall not be
• purchased, exchanged, taken into
j { transmitted through any of the City's transmission lines or
used b
r y the City for the operation of its electrical system
except to the extent expressly permitted under the provisions
of subsection 3(a)(4) below.
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(4) Each City agrees that Power and Energy generated
by clause (iii) Facilities (regardless of which City owns such
clause (iii) Facilities) shall not be taken into or transmitted
through any of such City's transmission
lines or used by City for the operation of its electrical system or exchanged or
> sold by such City to any other City or other entity except as
follows:
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(I) Power and Energy generated b
r Y clause (iii) ,
E Facilities may be taken and used by a City Pursuant to
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this subparagraph (I) to the extent, and only to the
extent, required to supply the excess, if any, of the
City's requirements for Power and Energy at any time
above the maximum amount of Power and Energy whit' is
then available or could then be made available (if
requested) from the Agency to supply such
requirements; >nj'v~
(I7) Power and Energy generated by clause (iii)
i
I Facilities may be taken and used by a City pursuant to
this subparagraph (II) during any month to the extent,
and only to the extent (if any), that the City reduces
" the amount of Power and Energy which would otherwisE
" x have been taken and used by the City during such month
as authorized in subsection 3(a)(1) or
subsection 3(a)(3) hereof from then existing
clause (i) Facilities or clause (it) Facilities which
are capable of generating such Power and Energy at a
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?cost to such City equal to or less than tLe cost of f
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such Power and Energy if it had been purchased from
the Agency; phr,~OiL
(III) A City which owns or operates clause (iii)
Facilities may generate Power and Energy in such
facilities and transmit same through its transmission
lines to the extent,
and
.y:. only to the extent, that such
City or other Cities are authorized and
permitted to
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U38 such Power and Energy for the operation of its or
their electrical system under the foregoing provisions
of subpaiagrai+h (I) or subparagraph (II) of this
subsection 3(a)(4),
Each City stipulates and acknowledges that the purpose
and intent of the foregoing subparagraphs (I), (II) and (III)
are to insure and require that, during any month while a City
takes and uses Power and Energy generated from any one or more
r clause (iii) Facilities, the amount of Power and Energy
purchased and received by such City from the Agency during such
r' month will nave: be reduced below the amount thereof wLich
would have been purchased and received by such City from the
Agency if no clause (iii) Facilities were ever owned or
rT " constructed by any of the Cities,
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CONFORma copy
POWER SALES CONTRACT
BETWEEN
d ,v
TEXAS MUNICIPAL POWER AGENCY
AND
CITY Of BRYAN, TEXAS
kt, CITY OF DENTON, TEXAS
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f CITY OF GARLAND, TEXAS
a;~ f'.~<Y; ~1{j)( CITY OF GREENVILLE, TEXAS
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Dacca: Sepscmbcr 1, 1976
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TABLE OF CONTyNn
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Section 1: Term of Contract.. t
Sacdon 2: Debit Iona, f
Section J: Sale and Purchase of Power and Energy . . . 3
Section 4. Performance of Certain Service, , . , .
Section J. Delivery of Power and Energy.. . , 4
Section 6. Annual System Budget. , • • , J
Section 7: Rates and Charges
6
Section 8: Meter Readings and Payment of Bills, , , 7
Section 9: Meter Testing and Sitting Adju-t.nent...
Section 10: Payments to Constitute Operating Expenses of City System, .
7
Section 11: City Rate Covenant.
Section 12: Covenants of the Agency..... .
f Section 13: Project Approval and Rights of Cities
' when a Project is not Approved. 8
r ~ a• Section 14: Debt Service Guarantee; Operating and
+ Maintenance Expenses...
Section 15: Remedies In Event of Default.
Section 16' Re-creation of Agency. ,
12
+ Section 17: Payment Due Dates and Delinquency,
12
Section 18: Power Sales Contracts.
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SI-Clion 19: Continuation of Services.
Sfet"On 20: City Not to Scll its Electric System. 13
Se_tlon 21: Assignment of Rights of a City.
Section 22: Dissolution of the A en 13
cy.
i l Sersion 2J. Force M:jeure. ,
Section 24: fnsur.nee,
4 .,r • . 14
I Section 21: Reports.
14
Section 2d: Records' and Accounts. . , 14
Section 27: Access....
Section 28: Governmental Rates, Regulations and Laws, • . .
14
Section 29: Easements.
1 1 Section 30: Cancellation of Prior Contract,
Section 31: Notices. iS
Seetion 32: Severability. 13
Section J3: Contracts to be Separate. lS
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. 111
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POWER SALES CONTRACT
BETWEEN
TEXAS MUNICIPAL POWER AGENCY
AND
CITY OF BRYAN, TEXAS
CITY OF DENTON, TEXAS
CITY OF GARLAND, TEXAS
• CITY OF GREENVILLE, TEXAS
eS
This Contract, made and entered into as of the Ist day of September, 1976, by and between {
the Texas Municipal Power Agency, a municipal corporation and political subdivision of the State
of Texas, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville,
Texas each of which cities is a municipal corpixnion of the State of Texas and a home rule city
(herein collectively called "Cities" or individually called "City"),
WITNESSETH:
Y
WHEREAS, each City has need for an economical, reliable source of Power and Energy to meet'
the growing demands of its customers and has determined to purchase such Power and Energy from
the Agency; and
WHEREAS, the Agency proposes to construct or acquire electric generating plants and transmission
lines or to acquire ownership interests therein, and to purchase or otherwise obtain Power and Energy
for the purpose of supplying Power and Energy to each City and others; and
WHEREAS, each City desires to purchase, and the Agency desires to sell Power and Energy or
the terms and conditions herein set forth:
Now. THEREFORE, in consideration of the mutual undertakings herein contained, the Agency
and each City agree as follows.
' Section It Term of Contract. This Contract shall become effective upon the delivery to the
Agency of the proceeds of the initial series of Bonds. Subject to the provisions of Sections 16 and
19 hereof, this Contract shalt remain in effect for a period of thirty-five (35) years from the date
hereof or until such time as all of the Debts of the Agency shall have been paid (or provision for such
{ payment shall have been made), whichever Is later.
Section 21 DeAritiona. As used herein:
(a) "Act" shall mean Chapter 166, Acts of the 63rd Legislature, Regular Session, 1973, as amended
by Chapter 14), Acts of the 64th Legislature, Regular Session, 1973, and all laws amendatory thereof
or supplemental thereto.
(b) "Agency" shy a mean the Texas Municipal Power Agency as created and established (p.:rsuant
Ij the Act) by cones rent ordinances adopted by the governing bodies of the Cities, or its successor.
t (c) "Annual System Costs" shall mean, with respect to a Contract Year, and to the extent not
paid or to be paid from the proceeds of Bonds or other funds legally available to the Agency, all
costs and expenses of the Agency that are paid or Incurred during such Contract Year and are dlocabie
to the System, Including, but not limited to the payment of the Operating and Maintenance I?xpenses of
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the System, all costs, charges, and expenses of replacements and renewals of the System and all taxes,
assessments or other governmental charges lawfully Imposed on Agency or on the revenues of the
System or payments in lieu thereof, and the deposit or payment of any and all amounts which the Agency
may now and hereafter become obligated to deposit into any fund or pay from revenues of the System, by
far, contract, or any Bond Resolution.
(d) "Annual System Budget" shall mean, with respect to a Contract Year, the budget of the
Agency prepared in accordance with Section 6 hereof for such Contract Year or, in the case of an
amended Annual System Budget, for the remainder of such Contract Year.
(e) "Approved Project" shall mean a Project which has been approved pursuant to Section 13
of this Contract. The term does not include Projects which may be approved after the Agency is
recreated pursurnt to Section 16 of this contract.
(f) "Bonds" shall mean all bonds Issued by the Agency pursuant to the Bond Resolution.
(g) "Bond Resolution" shall mean the resolution authorizing the issuance of the "Texas Municipal
Power Agency Revenue Bonds, Series 1916;" and any resolution subsequently adopted by the Agency
which authorizes the issuance of Bonds, including refunding Bonds, on a parity with the said Series
1976 Bonds. Subject to the provisions or paragraphs (e) and (f) of Section 14, In either of C,d
events that (t) a City disapproves a Project (pursuant to Section 13 hereof) and elects Option One
or (if) the Agency is recreated pursuant to Section 16 hereof and entities other than all of the Cities
or Bryan, Denton, Garland and Greenville contract with the Agency to provide moneys for the
payment of any obligation of the Agency, obligations thereafter issued shall not be on a parity with (
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the Series 1976 Bonds, and such obligations, if any, shall not be deemed to have been issued pursuant
to the Bond Resolution.
(h) "Contract Year" shall mean the liars! year of the Agency as from time to time determined by
the Agency; provided, however, the first Contract Year or the Agency shall begin on the effective date of
this Contract and shall end on the last day of the fiscal year of the Agency within which this Contract
becomes effective.
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(1) "Debts" shall mean Bonds and Subordinated Indebtedness, as defined in the Bond Resolution,
j together with Interest thereon, and redemption premiums, it any.
(j) "Debt Service" or "Debt Service Requirements" shall mean, with respect to any period. the
net aggregate of the amounts required to be paid during said period on any Debts outstanding as the
some shall become due.
(k) "Development Project" shall mean any one of more of the following; (1) repairs, replacements,
or modifications to an existing generating facility owned In whole or in part by the Agency, and which
are designed to Increase or maintain an operating efieiency of the facility or (Il) preliminary and
developmental vorlc to determine whether any work should be undertaken as a Project, or engineering,
legal, and Anencial studies In connection with The planning, development or utilization of power
resources, or NO any purpose for which proceeds of Midi: may be expended under the Act, except a
Project. The Agency may issue Bonds (in a separate series or combined with Bonds being its-ucd for
other purposes) to provide funds for a Development Project upon compliance with the provisions for the
j issuance of Bonds as set forth In the Bond Resolution, but the approval of the Cities, pursuant to
Section 13 hereof, shall not be required.
(1) "Energy" shall mean kilowatt-hours (kwh).
(m) "Net Energy For Load" shall moan a City's net Energy generation plus Energy received
from others minus Energy delivered to others at the Points of Delivery during O v period under
9 considenllon,
(n) "Operiting and Maintenance Expenses" shall mean all expenses Incurred In .the operation and
maintenance of the System and the Agency which are properly accounted for such purpose under
2
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generally accepted accounting principles. Such term does not include depreciation or obsolescence
charges or reserves therefor, interest charges and charges for the payment of principal, or amortization,
of Bonds or other Indebtedness of the Agency.
(o) "Points of Delivery" shall mean the points on the System of, or available to the Agency, as
set forth in Exhibit A, as amended from time to time by the Agency and the City concerned, at which
Power and Energy are made available to a City pursuant to this Contract.
(p) `Power" shall mesa kilowatts (kw),
(q) "Project" shall mean one or more of the following. (1) any power generating facility (or
interest therein) to be constructed or acquired by the Agency as well as fuel therefor and any trans-
mission facility required to connect or interconnect such generating facility with a City or others, or
(£i) any addir; n or improvement to a power generating facility which is then owned, In whole or In
part, by the Agency, or (iii) any contract right to purchase or ro-cive a power supply or transmission
capacity (a) by the making of a prepayment of capital costs which are associated with the supply or
capacity so purchased, or (b) the execution of it take or pay contract having a duration of more than
10 years, including any renewals thereof, or (e) the execution of a contract to purchase Power or Energy f
(either or both) on an all requirements basis. The term does not Include any facility financed with the
proceeds of Special Contract Obligations as permitted under and defined in the Bond Resolution.
(r) "Rated Capacity" shall mean the maximum load expressed in net kilowatts (kw) that a
generating source (as identified in the definitlon of Project) Is capable of supplying under good operating
conditions.
(s) "S)stent" shall mean the Agency's Interest in all properties (owned or operated by or oa `
j behalf of the Agency) which are financed, in whole or in part, through the Issuance of obligations by t
the Agency for Approved Projects, System Development and Reliability Expenditures, and Development
Projects, prior to the time one of the Cities disapproves a Project under the provisions of Section 13
and elects Option One under paragraph (d) of Section 13. The term also includes any contract
(or providing services or Power and Energy, either or Loth. The initial System is hereby designated
as System A. The term does not ioclvde the Agency's interest in any facility financed with the
proceeds of (i) Special Contract Obligations issued by the Agency as permitted under and defined )
in the Bond Resolution or (ii) bonds issued to finance any Project which is not approved by all
i
of the Cities if a City or Cities which disapprove a Project elect Option One under Section 13.
(t) "System Development and Reliability Expenditures" means those expenditures which the
Agency determines, under prudent utility practices. should be expended over a given period of time for
(1) transmission and related facilities to increase the reliability of the delivery of Power and Energy by
the Agency or (ii) the exploration for, development of or the acquisition of a fuel supply or supplies
in order to provide fuel for generating facilities which are not then owned or in the process of
t construction for and on behalf of the Agency, or (iii) repairs, replacements, or modifications to an
existing gencrating facility (owned in whole or in part by the Agency or under construction by it)
{ which are designed to Increase the Rated Capacity of such generating facility. Such expenditures
which are to be paid from the proceeds of a series of Bonds shall be considered a single Project,
(u) "Uniform System of Account" and all other accounting methods and terminology contained
or referred to in this Section or elsewhere :n this contract means accounting principles, methods and
Ierminology followed and construed, as nearly as practicable, in conformity with the Uniform System
of Accounts for Class A and Class B Public Utilities and Licensees and accountin rules and
thereunder prescribed by the g regulations
s whi h
y e Federal Power Commission for privately owned power companies which
engaged In business comparable to the business of the Agency, as
amended from time to time, or such other system as may be required by any regulatny agency. ,
Section 1 Sate and Purclutse of Power and Energy,
(a) Each City during the time this Section Is applicable shall:
(1) Purchase and receive from the Agency all Power and Energy which It shall require for
the operation of Its electric system In excess of the amount (1) supplied by any Renerstion and i
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transmission facilities owned by it on the effective date of this Contract, including generating and
transsmissioa facilities under construction on such date, and improvements or extensions of generating
facilities which increase the Rated capacity of same so long u the increase during any period of 3
two successive Contract Years dos not exceed 10% mit, and
of the name's Rated Capacity at the beginning
of such period, provided the Cities and the Agency may, e constutction and operation
in writing, waive such 10% if
of which Is
incidental
(if) supplied from any generation facility primarily fueled [root and th to the disposal of solid waste that is hereafter constructed and owned by one
or more of the Cities, together with any transmission facilities that are necessary for the transmission
of Power and Energy therefrom; and
(2) Binds itself to pa; for all Power and Energy purchased or otherwise acquired by it from
the Agency pursuant to this Section 3, said payment to be made at the rates and charges established
pursuant to Section 7 of this ContracL~
The foregoing provisions of this Subsection (a) shall have no application to the purchase or
exchange of Power or Encr
the basis of economic dispatch (1) on an
the Cities and Brazos Eleuiric~Power basis or (ti) on
r (Brazos), of any one or more of such entities or (iii) under the esistin oopentive, inc.
lween the Cities and Brazos and future pooling agreements among the foregoing androthers, all,
or any combination thereof, And the Agency.
(b) fn the :vent that the Agency h not able to supply the Power and Energy required or
re- quested under its power sales ccntracts, it shall allocate its available Power and Energy monthly
among the (1) Cities pro rata in accordance with their respective Net Encr
corresponding month of the preceding Contract Year unless a governmental agency requires a different
Allocation and (il) other power purchaser as for Load during the
its best efforts to the acquisition, by users may be provided by contract. The Agency shall devote
P e or otherwise, of the Power and Energy required to meet
the requirements of its power sales contrao.s. During the period the Agency is unable to supply
Power
and Energy required or requested under its power sate, contracts. so that an allocation of Power and
Energy is made, the Civics shall be permitted (during such period) to purchase only such amounts of
Power and Energy as are not supplied by the Agency.
c
M The provisions of this section all not apply to any City front and after the et[ectise date a City
(1) disapproves a f -Ject under the pro~isiom of Section 13 and
Provisions of this Section apply to a City which disapproves a Proj00 ect elects and option t one: nor shall the
Section 4t Performance of Certain Senlees.
(a) fn addition to the delivery of Power and Energy hereunder and the performance of all acts
and actions incident thereto, the Agency agrees that, to the extent not perfor e
md
consequence of any ether Section of this Contract, it will either perform or cause purs
be performed,
In a prudent and economical manner, the following services concerning the interrelatedoac ivities
of the Agency, the Cities and others, as well as various combinations of such parties.
(1) comprehensive planning for Power and Energy and the transmission thereof to mutually
Agreed upon food centers; ally
i s; undertake or cauNirtute .end monitor the dalgn construction and operation of joint
(3) plan for and unclW3kc Of coordinate and monitor the economic dispatching of Power
and Energy of the System and thu s,.tems of the Gies and other entities (to the extent permitted f
by contract) to which such sygctns ire tntcrconnected, pursuant to subsequent agreement(s) be.
twesa the Cities, the Agency and any other entity;
(4) provide accounting and cast allocation services; and
4
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1
{ (S) such other services as the Agency and a City, from time to time, shell determine to
be appropriate and necessary.
f (b) City hereby bit,ds itself to pay rot the cost of the services that are to be provided by the
Agency pursuant to Subsection (a) of this Section 4, such payment to be made at the rates and chars"
established pursuant to Section 7 of this Contract.
,
1 Secdoa St Delivery of Power aaxd Enerp.
5
(a) The Power sod Energy to be furnished under this Contract shall be alternating current,
sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as hereinafter provided.
(b) The Points of Delivery, delivery voltage and other conditions of service shall be in accordance
with the service specifications set forth in Exhibit A attached to this Contract, as amended by the j
Agency and the concerned City from time to time. #
(c) The City shall make and pay rot all connections between its facilities and the System owned by
or available to the Agency at the Points of Delivery. The City shall Install, own and maintain any
necessary substation equipment at the Points or Delivery from the System of or available to the Agency
and shat install, own and maintain switching and
mom
protective equipment of adequate design and sufficient
capacity beyond such Points of Delivery to enable the City to take and use the Power &ad Energy
i supplied under this Contract without hazard to the System. In the event that the Points of Delivery
set forth in Exhibit A are not on the City's electric system, the City shall arrange for transmission of
Power and Energy sold under this Contract to its system, inclading the installation and maintenance of
any facUides required for it to receive such Power and Energy into its system.
(d) Except as otherwise agreed, metering equipment shall be furnished, installed and maintained
by the Agency at each Point of Delivery to the City at the low voltage side of the transforming equipment
located there. Loss adjustments for low voltage side or remote metering shall be as specified in said
Exhibit A or as otherwise agreed by the parties.
Section 6t Annual System Budget
(a) The Agency shall prepare or cause to he prepared an Annual System Budget at least ninety
(90) days prior to the beginning of each Cnnrract Year which shall itenite estimates of Annu. ;
System Costs and all revemtes, income or other funds to he applied to such Annual System Costs for
and applicable to such Contract Year, Such Annual System Budget shall also utilize and take into
account forecasts, which shall be furnished by each City to the Agency at least one hundred
twenty (120) days prior to the beginning of such Contract Year, of the monthly peak Power and Energy
requirements estimated to be obtained from the Agency during such Contract year.
(b) After consideration of any comments of the Cit£ei, the Agency, not less than thirty (30) days
prior to the beginning of such Contract Year, shall adopt an Annual System Budget for such Contract
Year and the rates and charges for Power and Energy to be furnished and the services to be performed
during such Contract Year and shall cause copies of such Annual System Budget and fates and charges
4 to be delivered to the Cities. Provided, however, the Annual System Budget for the first Contract Year
shall be prepared, considered, adapted and delivered in the manner which the Agency deems best.
(c) If, at any time or from time to time after the adoption of the Annual System Budget in
t accordance with Subsection (b) of this Section 6, the Agency estimates that the Annual System Costs
or re,vera es for the Contract Year or any part thereof for which such Annual System Budget applies
will be greater or less than the Annual System Costs or revenues set forth In the Annual System
Budget, or that the amount of Power and Energy which the Agency expects to deliver during such
Contract Year or any part thereof I% greater or less than the amount of Power and Energy which the
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Agency estimated at the time of adoption of the Annual System Budget would have been delivered
during such Contract Year, then the Agency may prepare an amended Annual System Budget. The
amended Annual System Budget shall be timely adopted by the Agency and transmitted to the Cidea.
(d) In the event a budget for the ensuing Contract Year has not been adopted on or before
the first day of the Contract Year, the total amount budgeted for the preceding Contract Year shall
be the total amount of the temporary budget for such purposes for the ensuing Contract Year. The
temporary budget shall be effective only until such time as a permanent budget his been finally adopted
and approved.
The chief adminisuative officer of the Agency shall be responsible for the allocation for expenditure
of the total amount of the temporary budget until a permanent budget it adopted and approved.
Sectloo 71 Rat" said Chargest
(a) The rates and charges of the Agency to the Cities for Power and Energy and for services
supplied shall be:
I
ii (1) nott-discri minatory, and
J
r (2) fair and reasonable, and be based upon the cost of providing the Power and Energy
or providing the service with respect to which the rate or charge is based, and
(3) adequate (after taking into consideration other moneys received or anticipated to
S
be received) in each Contract Year to pay or make provision for paying Annual System Costs.
yy (b) Wheri the Board of Directors proposes to establish a new rate or charge, as determined under
I Schedule B, it shall give each City written notice that it proposes to establish a new rate or charge for
Power and Energy or for services (setting forth such charge) an a date certain (which shall not be leas
than 120 days from the mailing of the notice to each City, all such notices to he mailed simultaneously),
Except as provided in paragraph (c) hereof, no charge or adjustment in any rate or charge made by
the Agency shall be effective if any City, by resolution or ordinance of its governing body, enters
an objection to such adjustment in a rate and chwit by causing to be filed with the chief administrative
officer of the Agency a copy of such resolution or ordinance more than 30 days prior to the suggested
effective date of the proposed new rate or chugs. In the event a City enters an objection to the
i charge or adjustment In a rats or charge, the effective date of the charge or adjustment shall be
I postponed pending the resolution of the dispute In the following manner.
(1) The Cities may jointly select an independent consultant or consultants to prepare
a rate evaluation and schedule of proposed rates and charges, provided if such joint selection Is
not made within 30 calendar days of the filing of an objection (evidenced by the passage of a
` resoludett or ordinance) such independent consultant shalt be apprinted by the Board of Directors
of the Agency;
(2) the report of the tad-pendent consultant shall be SLbmilled to the Agency and each
City for consideration; and
(3) If the report of the Independent con?ultant is approved by tha governing bodies of the
Agency and the Cities the same shall be e&;tive as of the date originally suggested by the
Agency In Its notice. If the adjustment Is not approved or an agreement reached within 13 days
after the receipt of the repot: of the In?rp:ndent consultant, then the Agency, and the Cities
shall each have all of the rights End teme2:, , U law and In equity except that In no event shall any
City be relieved of its obligation to the holders of Bondi under Section 13 or 14 of this Contract.
6
(c) The Agency shall iiligendy enforce and hire all reasonable steps, actions and proceedings
necessary for the.2nforcement of all terms, covenants mad provisions of any power sales contracts.
The Agency shall not amend this Contract without first having secured the prior written consent of all
Cities, but no amendment shall be made in Section 14 or Section 16 of this Contract.
(d) The Agency covenants and agrees that it will operate, maintain and manage its System or
cause the same to be operated, maintained and managed In an efficient and economical manner, can-
sistent with sound utility practice and in accordance with standards normally used by utilities owning
tike properties.
(e) The *644my covenants that it will not make a cheap in any Bond Resolution so as to
create additional Funds (except those now established by Article V of the resolution suiltorizing
the bs6sm of the Series 1976 Bonds) without the approval of such changes by the governing body
of each City, not shell any cbsnge be made in the amounts required to be paid into, accumulated
In or maintained In the Bond Fund, Reserve Fund or the Contingency Fund, except as provided in the
resolution authorising the Series 1976 Bonds, without such t,poroval.
a
Secdoet 13. Project Approval and Rights of Cities wbea a Projsd 4 mot Approvedt
r,
(a) Except as to Bry%n Lignite Number One (hereby approved as a Project) prior to the
Issuance and sale of Bonds to provide money for each Project, the Agency shell submit a 4
written notice to each City as required by the provisions of paragraph (b) of this Section. It a
Project has been approved pursuant to paragraph (c) of this Section, the Agency may thereafter
issue, sell and deliver Bonds in order to fully provide funds for such Project, including the design,
construction, and the placing of same in commercial operation, or to meet any requirement of law, in-
eluding those of a regulatory agency having jurisdiction, or to pay judgments or casualty losses not t
covered by insurance, or to meet a safety or overriding public necessity.
(b) A written notice of the Agency's intention to provide funds (through the issuance of Bonds)
r
for a Project shall contain a general description of the Project, the projected sources and uses of
funds for all aspects of the construction and testing of the Project, and a statement to the effect that,
In the opinion of the Agency, the Project is necessary for the Agency to meet its commitments under
power sales contracts and is economically feasible, together with an explanation of the Agency's
basis for this opinion. Within 60 days after receipt of such notice, each City shall give the Agency
f written notice of its approval or disapprovesl of the Project. If a City fails to give the Agency such
written notice within such 60-day period, then said City shall be deemed to have approved the Project.
(c) If all of the Cities (who have approved all previously Approved Projects) approve a Project
then the Agency may proceed with the issuance, sale and delivery of Bonds to provide such Project. It
one or more of such Cities should disapprove the Project, then the Agency shall give each such City
written aetice which of the Cities approved the Project and whkh of the Cities disapproved the
Project. Any of the Cities who approved the Project may then give the Agency written notice of its
of their desire that the design and construction of the Project be commenced; and, if the Agency de-
termines that the Project is still feasible, it may proceed with the issuance, sale and delivery of such
Bonds, but the City which failed to approve such, Project shall be required (within 60 days of being
notified by the Agency that it will proceed with the issuance, sale and delivery of Bonds for such
Project) to elect to limit its respons bditim under this Contract under Option One or Option Two
j as sat forth In paragraph (d) of this Section.
(d) It any City disapproves a Project, then within the time specified in paragraph (c), such
City shell, by a resolution or ordinance adopted by its governing body, elect which of the following
options shall govern its future responsibilities under this Contract. It the City disapproving a Project
hereunder taus to timely communicate to the Agency as to the election of an option under the provisions
of this Section, it sball be conclusively presumed that Option Two bas been elected.
t ~
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(1) Option One,.
(!S Each City shall be entitled to schedule and rec,,ve, each month for its own account,
the same proportion of the available Power and Energy from the System as Its Net Energy for
Load relates to the total Net Energy for Load of III the Cities for the corrapooding month
of the completed Contract Year next preceeding the effective date of the option.
(b) As consideration for such Power and Energy, and the right to purchase the
same, each City shall, each month, pay to the Agency its proportionate share of the Annual
System Costa equal to the percentage of it's Net Energy for Load of the Net Energy for
Load of all Cities for the Contract Year next precceding the effective date of the option.
i,
(c) Each City's obligation under Section l4 of this Contract shall be equal to the
percentage as calculated under the preceeding sentence.
(2) Option Two:
(a) During the balance of the term of this Contract after the effective date of the '
option, the amount of Power and Energy tequired by the City exercisint the option to be
purchased under Section 3 of this Contract shall be limited. Such city shall, In each cal- r
ender month, take or pay for an amount of Power and Energy equal to the amount of
Power and Energy purchased by such City from the Agency during the cortesponr'.',•g month
of the 12 consecutive month's Period preceding the calendar month of the effective date
of the exercise of the option, or such other amount of Power and Energy as may be from
time to time agreed upon by the City, the Agency and the other Cities. and the Agency shall
no longer be required to provide any Power and Energy In excess of such amount, and
the City shall be relieved of its obligation to purchase all of its requirements from the
Agency. The Power and Encrey furnished to such City shall be billed by the Agency
' at rates and charges as from time to time adopted pursuant to Section 7 of this Contract.
1 The calcula•ion of the limiting City% obligation under Section 14 of this Contract shall
assume such City's Net Energy (or Load for the purposes of said calculations is equal to
such City's Net Energy for Load in the completed Contract Year next preceding the effective
date of the option.
(e) In the case of each option:
(I) The effective date of the option shall be the first day of the Contract Yeir which is
more than 90 days after the date a City disapproves a Project, as permitted in paragraph (c)
i of this Section.
(2) The right to sc'tdule Power and Energy is subject to outages for maintenance and
operadnf; emergencies.
i
(3) The amount due from a City (which disapproves a Project) (under paragraph (d) (1) or
paragraph (d)(2)J shall be due and payable irrespective of whether any Power and Energy is
delivered or made available for delivery to such City, (This atro applies to all Cities after the
f effective date of the exercise of Option one by any city.)
r
(4) The City which exercises an option, pursuant to paragraph (d) shall not thereafter
be entitled to approve or disapprove any subsequent Projects.
(S) Amounts due from entities other than the Cities shall be taken into account in cal-
culating the amount due from the Cities.
j (f) After a City his disapproted a Project under paragraph (c) of this Section, It may thereafter
revoke such action and approve the Project provided:
f (1) the Agency and each of the Cities approve the revocation, and
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(2) in order to pay a pro rate part of expense incurred {including Debt Service) since the
Project was *disapproved, the City agrees to assume or pay such amount u may be dctermined
by the Agency and the Cities. -
SeoNott 141 DIN Service Gareafns Opeagq and Ma el taatce Expe"M
(a) In any Instance where the amount of money on deposit in the Bond Fund (created by the Bond
Resolution) is not the full amount then required to be on deposit therein, without giving consideration
to transfers made from other then the Revenue Fund or from Bond proceeds (provided that transfers
may be made from the Reserve Fund to the Bond Fund for not more than two (2) consecutive calendar
months) each City shall be obligated to make a payment the aggregate amount of which shall be the
amounts that are necessary to establish or reestablish the amount then required, under the terms of the
Bond Resolution, to be on deposit in the Bond Fund, the Reserve Fund, and the Contingency Fund,
The percentage share of the payment to be made by each City shall initially be u follows:
City of Bryan, Texas:
,..22.73%
City of Denton, Texas:
. _ . , 20.349b
City of Garland, Texas: . .
41.669ro
City of Greenville, Texas: .
. , 9.279'0 ,
Except as set forth in Section 13(d) such percentage share of the payment to be made by each
City shall be adjusted at the beginning of each Contract Year. Such adjustment shall be made by
calculating the percentage relationship that each City's Net Fnergy for Load for the Contract Year
immediately preceding the Contract Year in which the adjustment is being made bean to the total
aggregate Net Energy for Lt.;d of all Cities for such Contract Year, and the sum of the adjusted
percentages shall equal 10000.
The payments required to be made to said Bond Fund, Reserve Fund or Contingency Fund (any
one or all of such Fundi) shall be paid by the Cities in the percentage shares determined above and
such payments shall be made direct to the custodian of the respective Funds as established in the Bond
Resolution. F.ach City unconditionally covenants the payment will be made, it required, in the amount
and In the manner prescnbed. The provisions of this covenant are for the benefit and protection of the
Agency, the Cities and the owners and holders of E'onds, it being recognized that the holders of such
Bonds shall be thlyd•party heneficiaries of this covenant, and it is understood by the contracting panties
that the purchaser of Bondi has and will agree to the purchase of Bonds conditioned upon this covenant.
I (b) In any Instance, except that occasioned by the failure of a City or other power purchaser to pay
+ the amount it is required to pay for the purchase of Power and Energy, in which the funds of the Agency
i are Insufficient to pay Operating and Maintenance expenses or other expenses (except those for which
provision is made in paragraph (a) hereof) payments shall be paid to the Agency by the Cities In the
percentage share determined under paragraph (a) of this Section 14.
(e) A new power purchaser (with the approval of the Agency and the Cities) may assume
primary liability for the obligation to make payments under this Section with respect to Debts of the
Agency Incurred prior to Its becoming a power purchaser, but the same shall not discharge the liability
of those who were obligated when such Debts were incurred (who shall remain secondarily liable).
(d) In the event the Agency is held to be in default under the provisions of the Bond Resolution
(by reason of the inadequacy of payments required to be made by the Cities under the provisions of
this Contract), the Cities shall cure the default by making payments to the same proportion as provided
In paragraph (a) of this Section.
(e) In the event a C.1y disapproves a Project under Section 111, or if a City elects to with-
draw from the Agency under Section 16, then each City shall continue to be obligated under para.
graph (a) of this Section with respect to Bonds theretofore Issued and Bonds thereafter Issued to fully
provide funds for each Project (as contemplated by the second sentence of Secdtn 13(a)) and In
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addition, if a City elects Option One, then all of such Cities shall be obligated under paragraph (a) of
this Section with respect to Bonds thereafter issued for Development Projects described in clause (i) of
the definition of that term. If a City elects Option Two, then all of such Cities shall also be obligated
under paragraph (a) of this Section with respect to Bonds thereafter issued for Development Projects
and for System Development and Reliability Expenditures and Bonds issued for Projects thereafter
approved.
For and in consideration of the payments to be made by the Cities under this Contract (including
those under this Section) the Agency agrees to use its best efforts to deliver Power and Energy from
Projects, to such Cities, under the terms of this Contract, and such payments by the Cities shall be in
consideration for the Agency's agreement to deliver such Power and Energy; but the failure of the
Agency to comply with such agreement shall not relieve any City of its obligations under paragraph (a)
or (d) of this Section, which obligations shall be unconditional and absolute.
(f) fn the event the Agency is recreated under Section 16 so the new entity assumes primary
liability for a pro-rata share of the Debts of the Agency then outstanding (as distinguished from the
creation of a new system (not financed under the Bond Resolution) with respect to projects thereafter
approved) then the new entity shall thereafter be included in the calculation of the percentage share of
i the payment to be made under paragraph (a) of this Section, for the purpose of determining such t
primary liability; but in no event shall the Cities of Bryan, Denton, Greenville and Garland be relieved
of the obligation eac!t has assumed (by the execution hereof) to collectively pay the entire amount
t (bated upon the percentage of Net Energy for Load) required to be paid uni•r paragraph (a) of
this Section with respect to all Bonds theretofore or thereafter issued without regard to such new entity.
Section IS: Remedies in Event of Default.
(a) ( I ) If any City fails or defaults in meeting the terms. conditions and covenants of this contract
(other than a default in pa)ment for which provision is made in subsection (b) of this Sectionj and
j such default continues for a period of 15 dms, the Agency shall give notice (in the manner con-
templated by Section 31 of this Contract) to the Cities. The defaulting City shall from the dale of the
mailing of such notice, have a period of 30 days to cure the defau!n,
(2) If any City (ails to make any payment (hereinafter called a default in pgrnem) to the Agency
that is required to be made under the provisions of this Contract, and such default i•, payment con-
tinues for a period of fifteen (15) days, the Agency shall give notice (in the manner ccntemplated
by Section 31 of this Contract) to Cities. The defaulting City shall, from the date of the mailing of
such notice, have a period of thirty (30) days to pay the run amount then due to the Agency, together
with interest thereon, as hereinafter provided.
(3) If the City does not cure its default within such period of thirty (30) days, then, SO onR as
sucjLCit}e atycathEr r1 fits which the Agency has under this Contract
and at law and in equity, the Agency may terminate ail ser ce to such City. Additionally, in the
event of default in payment, the Agency may c aiieTo n co ec rom such Cify each calendar month
the amount which the Agency determines to be the difference between what the Agency would have
received from such City under this Contract, for Power and Energy and services furnished and delivered
to such City, had such City not been In default, and the amount, if any, which the Agency receives
from sales of such Power and Energy and services to the other Cities, or o,hers, either or both.
Termination of service hereunder shall not reduce or change the obligation of the defaulting City under
M the other provisions of this Contract.
{ 111 (b) If the Agency fails or defaults in meeting the terms, conditions and covenants of this
Comsat, except Its covenant to use reasonable diligence to provide a constant and uninterrupted
1 supply of Power and Energy contained in Section 12(b), and such default continues for a period i
j of 13 days after a City has given tits Agency notice of such default in the manner contemplated
In Section 31 of this Contract, then such City shall have all of the rights and remedies provided at
law and in equity, except that in no event shall any of the Cities be relieved of its obfigpdon specified in
Section 14. The delivery of available Po Her and Energy a
ry is provided in this ~
Contract shah be a
ministerial duty of the Agency,
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Section 16: Re-creation of Altoty. Each City and the Agency recognize that pursuant to the Act the
concurrent ordinacw by which the CiUes created the Agency reserved the right to the governing body
of each of the Cities to join with the other Cities to provide for the re-creation of the Agency by the
addition and deletion, either or both, of a public entity, as defined in said Act, so long as there is no
impairment of obligation of any existing obligations of the Agency.
Each City covenants and agrees that it will not join with any of the other entities to recreate the
Agency so as to delete one or more entities unless (1) the then outstanding Debts of the Agency
hive been paid or provision made for their payment under Article XI of the Bond Resolution
or (2) the Holders of at least 60% of the principal amount of the Bonds then outstanding
approve the concurrent ordinance proposed for adoption by the Cities, or (3) the withdrawing
entity contracts and agrees to continue to pay a fixed percentage (as determined by the Board)
of the Annual System Costs (including the Debt Service Requirements on the then outstanding
Debts of the Agency) during the time such Debts remain outstanding. Such percentage shall be fixed
by calculating the percentage relationship of the withdrawing entity's Net Energy for Load (during
the Contract Year in which such percentage was the highest) bears to the total aggregate Net Energy
for Load of all Cities (during such Contract Year). The obligation contained in Section 14, as to
the entity seeking to withdraw, shall remain unaffected until the Bonds permitted to be Issued by
f Section 14(e) have been paid and retired. No withdrawal shall be effective until such indebtedness has
!I been paid; and at such time this Contract, as to such withdrawing entity, shall terminate.
i From and after notice is Riven IL the Agency of the intent of an entity to withdraw from the
i{ Agency, no additional Bonds of the Agency shall be issued for a new Protect which involves any
additional payments by or guarantee of the Debt Service Requirements by such withdrawing entity.
Each City covenants and agrees that it will not join with any of the other entities to recreate the
Agency so as to add one or more entities unless (I ) the then outstanding Debts of the Agency have
been paid or provision made for their payment under Article XI of the Bond Resolution of (2) the
Holders of at least 609oof the principal amount of the Debts of the Agency then outstanding approve
the concurrent ordinance proposed for adoption by the Cities, or (3) entity being added expressly
either (as approved by the Agency and set forth in the concurren ordinances) (I) assumes
the primary liability for the payment of for a pro-rata share of the Debts of the Agency (which shall
f not discharge the liability of those obligated when such Debts were or are Incurred, who remain
J secondiarily liable) as well as the obligation provided in Section 14(c) and assume thereafter to pay
its share of the remainder of the Annual System Costs, or (ii) agrees it will be obligated only with
respect to tSe payment of annual system costs for projects which are approved after the re-creation of
the Agency.
Section 171 Payment Due Dates and Delingaency.
(a) In the event that a City fails to make any payment at the time herein specified, interest on
such delinquent amount shall accrue at the rate of ten percent (10% ) per a-imint from the date such
payment become. due until paid in full, and the Agency may Institute a proceeding for a mandatory
Injunction requiring the payment of the amount due and Interest thereon, such action to be Instituted In
a court of competent jurisdiction.
(b) All payments required to be made by the Cities under the terms of this Contract shall be
due and payable within thirty (30) days following the date the Agency renders the bill, and the Cities
shall have no right of setoff, recoupment or counterclaim against any payment under Section 14(a) or
that part of the Annual System Costs which are attributable to payments to be made into the Bond
Furld, the Reserve fund or the Contingency Fund by any Bond Resolution or similar Funds established
for the payment and security of Subordinated Indebtedness (as defined In the Bond Resolution), which
ate unconditional.
(c) Should a dispute as between any City and the Agency wise as to whether the Agency
is in compliance with its covnunts as contained herein, each City shall nevertheless be obligated ;
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to make the payments provided by paragraph (a) of Section 14 hereof and (2) to pay such the
in ~ amount of the Annual System elect C to osttas may not
such Ann of System Costs, including arty disputed atnovih
dispute, provided a City may PAY the
same In the :vent a disputed amount of Annual System Cora sdrebsolutiosnyof the d ipute` butponfytha
escrow in an interest bearing account by the Agency pending
elects not
principal amount thereof shall be returned to the City. It the City to pay the amount dispute
interest
and the Per dart urtli(cai resolved Against such 01ty the amourt utima found be
from the date the same was criginaltytdue) she ltbe pad byPhe City within
1096
ys of the resolution Of the controversy. Attocneyn' tees shall be asxssed as wort coat.
it IS days
I Sectlost 16. Power Sales Contmu. The Agency may provide Power andeEnergy aind bodYces
pursuant to a power sales contract, upon such terms as may be approved by hg° n
the Agency and, except as provided by Section 12(a), the Cities.
Satfo>I 191 Continuation of Services A City, unless it elects an option under Section 13 or
withdraws under Section 16, shall have the right to the continued performance of services pro-
vid vin written
jut of the by ed under the PfO Contract the the use
xheduled termination life Contract (as sPeci-
notice to the Agency at least S yeah prior to making provision for the
I in Section U Provided that it such termination is occasioned by g P
Red
p is
ayment of the Debts of the Agency, the notice MAYbe share of the Annual System Coss
made. Such City shall be obligated to continue paying proportionate
. Each
slem
Its
section
ott sell or otherwise dispose oft its elecctric utilitytdis~ ibut otn
that riot (o ?he xitension% thereof) It ElecM
C whole thin
under system i stem in nd. In the substantially as a whole tt ,my such an assignee, only withythe writ en con ent of the Agencytand all Cidess
Contrac rihts under this y
Section 21: Assignment of Righls of a City. A City mar as.ign any of its g
Contract to another entity, it permitted by applicable law, but no )ale or other disposition shall relieve
such City of its obligations under this Cuntract (including the obligations under Sections 10, 11 and 14)
so long as any Bonds are outstanding.
Section 22s Dissolution of the Agency. At such time as the Debts of the Agency have been paid -he or provisions made therefor pursuant to Article X1 of Section
13 of Withdrawn under S et on i16 dissolved.
under each City who has not made an election
entitled to an undivided interest in the properties of the Agency in proportion to the tmount paid tot the
Agency under this Contract.
una le,
Section 231 Force Majeare. es hateto
red
sha
(a) It for any reason of
to carvy out "force majeute" any
oblige ions under this Contract, Cothe ntracat iother than thelobti gationeof the Cities
wholly or in p
to make she payments required under she terms of this Contract, then if such petty shall give notice
and the full pattleu. its of such reasons to writing to the other party withinreasonable ti notice. tar
the occurrence of the event or cause relied on: the obligation Of the party giving such as it is allected by such "force majeure," shall be suspended
during the continuance of the inability
then claimed, but for no longer period, and such party shat, endeavor to remove or overcome such
Inability with all tessonable dispatch. The term "force majeure" as employed herein shall mean acts of
God, strikes, lockouts, or other Industrial disturbances, acts of the public enemy, orders or actions of
s ` any kind of the Government of the United States or of the State of Texas or any civil or military
s authority, inturrections, riots, epidemics, landslides, lightning, earthquakes. Ares, hurricanes, storms, i
Roods, washouts, droughts, arrests, restraints of government and people, civil disturbances, explosions,
breskage or accident to dams, machinery, pipelines, or canals or other structures or machinery, on
t account of any other cause not reasonably within the control of the patty claiming such ioaodity. It Is
understood the party Wing the: dificultfs AN v requirement thct any entirely tmajeure" shalls
of the be
j of p Y g Y, and that the
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remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by
acceding to the demand of the opposing Parties when such settlement is unfavorable to it in the
Judgment of the party having the difficulty, .
(b) No damage shall be re:overable from the Agency or the Cities by reason of the causes above
mentioned.
Secdou 211 Insurance.
(a) The Agency shall maintain, or cause to be maintained in force for the benefit of the Agency,
such Insurance vith respect to the System as shall be reasonably available and as is usually carried by
municipal electric utilities constructing and operating generating and transmission facilities but, In
the case of mulear generating facilities, not less than will satisfy the requirements of federal and
state law and the Nuclear Regulatory Commissle, regulations and such other insurance as is usually
carried by municipal electric utilities owning ilxe properties. Provided, however, in any event, the
Agency shall maintain, or cause to be maintained, in force, Insurance in such amounts and against such '
risks as required by the Bond Resolution.
}
(b) The Agency will secure and maintain adequate idelity insurance or bonds on all ofi9cers and
employees handli it, or responsible for funds of the Agency. s
(c) the ob';ration hereunder to procure and maintain insurance with respect to a Joint Project, k
U defined in the fond Resolution, shall be met if the entity acting as the manager of the Joint Project
j obtains and main sins the insurance requ~red for the benefit of all owners of the Joint Project, as
k their lateral may appear.
(d) 1he Agency may establish and create a special fund for the purpose of providing a self
insurance fund. Amounts to be deposited in or credited to such fund In any Contract Year shall
be accounted for as Operating Maintenance Expenses. To the extert that monies are deposited in such
i.: fund, if created, such monies may be imested In rnvestmeni Securities, as defined in the Bond Resolu-
lion. To the extent of the amounts held in such fund, the face amount of appropriate insurance policies
j may be reduced.
Section 2S: Reports. T'-e Agency will prepare and tisue to each City the following reports for
each fiscal )ear; (I) financial and operating statement Wating to the System; (ii) status of construction
for each facility constituting the System during construction; and (iii) analysis of operations relating
to the System,
t
Section 261 F'a cords and Accounts, The Agency will keep accurate records and accounts of
the System and of the transactions relating to each facility constituting the System as well As of the
operations of the Agency In accordance with the Uniform System of Accounts, which shall Include
depreciation, Within one hundred twenty (120) days after close of each Contract Year, the Agency
shall cause such records and accounts snA all transactions of the Agency relating to the System with
respect to such Contract Year to cc subject to an annual audit by an Independent certified public
aeeountani. A copy of rich such annual audit shall be sent by the Agency to each City.
Section 27s Messer, Each City shall at al; times have reasonable Access to examine any and
all books and records of the Agency and to examine any facility of the System, The Agency and each
City will give the other the right to enter the premises of the other at all reasenable times for the
purpose of repairing or removing facilities, reading meters and performing work Incidental to delivery
and receipt of Power and Energy furnished hereunder.
Section 233 Covornmentaf Rates, Regulations and Laws. The Contract shall be subject to sit
valid rules, regulations and laws applicable thereto, AS promulgated by the United States of America,
the State of Texas, or any other governmental body or agency having lawful jurisdiction of any
authorised representative or agency of any of them.
14
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Section 191 Easements: Each City sgrees that the Agency or its agent shah (when permitted by
existing easemenWhave full access to such easements or ove: any easements, tight-of.way or property
held by such City if, and to the extent, required by the Agency for any and all purposes required for
the System or any Project thereof.
Section 301 Cancelistlon of Prior Contract. In connection with the issuance of 110,625,000
Te%AS MVNICIFAL Powea AG[NCy REVINUs Bosus, StRies 1915, the Cities and the Agency have k
heretofore entered Into a contract which is incorporated in an instrument entitled, "Contract lot Develop-
ment of Fuel Resources, Planning Electric Generation Facilities and Performing Certain Duties;" which
contract was dated September 15, 1975; that such contract provided certain payments would be made
by each City to the Agency I& the payment of debt service on the aforesaid Series 1975 bonds and
maintenance and operating expenses of the Agency. The parties agree that upon the effective date of
this Contract and the cancellation of said bonds, the prior contract shall be cancelled in its entirety
and no payments shall continue to be made thert6ider for any purpose and this Contract ahali
supercede such prior contract in every respect.
i
Section 31; Natkes. Any notice, request, demand, statement or bill provided for In this Con• t
si to been duly deli when sent by r4ste
tract writin and shall be or
certifedalmail,i add.e sed as follows,cunlessranotheraaddress has beenedesignated, In writing. bydthe
party entitled to receive same:
s' ; ^ Agency. Texas Municipal Power Agency City of Bryan
7111 Bosque Boulevard P. O. Box 1000
Waco, Texas 16110 Bryan, Texas 71801
Attention: Executive Director Attention: City Manager
A I~,
City of Greenville
P. O. Box 1049
Greenville, Texas
Attention: City Manager
' City of Denton
Civic Building
' i Denton, Texas 76201
Attention: City Manager
i City of Garland
P. O. Box 401889
Garland, Texas 75040
Attention. City Manager
Section 321 Saverabllity. The parties hereto agree that it any of the provisions of this Contract
should contravene or be held invalid under the laws of the State of Texas, such contravention or
invalidity shall not invalidate the whole Contract but it shall be construed as though not containing
t + that particular provision, and the rights and obligations of the parties shall be construed and in force
accordingly.
Section 331 Contracts to be Separate. This Instrument embodies four separate contracts between
the Agency and each City. Termination of one Contract shall not sffe:t the others.
,
' 13
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f IN WITNESS WHEREOF, the pubes hereto have caused this Contract to be executed in their cor-
porate names and their corporate seals affixed, all by the proper officer duty authorized thereunto,
as of the day and year first hereinabove written.
f
I TexAs MUNICIPAL POweR AGENCY
. r
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By: /s/ C. F. DvcxworttH
(SEAL) ,a
ATTEsr
By .°.........(s/ , JIM WHIre
Secretary
City of Bryan, Texas
(SEAL.) By: /s/ LLOYD JOYCE
t t ..........~Qy~
ATTIST! Mayor
y
BY /s/ foE f ? EvaNS
City Secretary
x City of Denton, Texas c
Ly (SEAL) a"
By: s/ 1:LINOa HUGH..
ATTEST:
riJa) Or
,j
y, By: /s/ BROOKS HOLT
t City Serrnary
ti City of Garland, Texas
(SEAL) By: /S/ CHARLES G. CLACK
Asrur:
Mayor
.
Byi °......./.e/ ALlTA WATSON
,
City Secrerory
City of Greenville
(SEAL) By: IoHN T; GRIPP:N '
ATTEsr: May . ° .
By: /S/ JRKNE WILSON
City Clerk
i4 16
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EXMBT1' A
POIt!fI'S OF DELIVERY
Bryan e
1, Bryon Plant:
Facilities Included are as follows
(a) 138 KV lines
(b) 200 MVA, 138/69 KV outotrans(ormer
(e) associated breakers, bus work, switches, etc.
2. Noll Substation:
Facilities Included are:
(a) 139 KV lines
(b) 200 MVA 138/69 autotransformer
(c) 430 MVA, 343/138 KV autotransformer
(d) 343 KV lines
(e) associated breakers, bus work, switches, etc,
w
3. South East Bryaa Substation:
' Facilities Included are as follows:
(a) 138 KV lines
x (b) 200 MVA, 138/69 KV autotransformer
(c) associated breakers, bus work, switches, etc.
flantont
I. Denton Plant;
Facilities included are as follows;
i (a) 138 KV lines
(b) associated breakers, bus work, switches, etc.
2. North Denton Substation:
Facilities Included are as follows:
(a) 138 KV lines
ib) 430 MVA, 343/138 KV aulolraaslormer
(c) asmeiated breakers, bus work, switches, etc.
Carl"
~l I. Apollo Substation:
Facilities Included arc its follows:
(a) 138 KV Interconnection with TP&L
+ (b) 81160ciated breakers, bus work, switches, etc.
1 2. Oates Substation:
Facilities Included are so follows:
(a) 138 KV laterconnecdons with TP&L
(b) 430 MVA 345/138 KV autotransforrner
(c) 343 KV lines
F (d) associated breaken, bus works, switches, etc.
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3. Ben Davis Substation
Facilitid included are as follows;
(a) 450 MVA, 345/138 KV autotnmformer
(b) 343 KV lines
(c) associated breakers, bus work, switches, etc. 2
4, McCrea Substation
Facilities Included are as follows;
(a) 450 MVA, 345/)38 KV sutotransformer
(b) 345 KV lines
(c) associated breakers, bus work, switches, etc.
GreanvaNs
1. Steam Plant
Facilities included are as follows:
(a) 138 KV line
(b) 75 MVA, 138/69 KV autownsformer
(c) associated breakers, bus work, switches, etc,
F f 4 1
2. Diesel Plant
l ; r Facilities included are as follows:
(a)' 138 KV line
5! (b) 15 MVA, 138/69 KV autotransformer
(c) associated breaker, bus work, switches, etc.
s = A,.
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SCHEDULE H
RATES AND CHARGES
(1) RATES FOR POWER AND ENERGY
The rates to be charged by the Agency for Power and Energy furnished to the Cities shall
consist of a demand charge and energy charge. These charges shall be based on cost of service to the
degree that Is practical. The costs used In developing cost of service rates shall be based on accounting
entries as outlined in the Federal Power Commission's Uniform System of Accounts.
The rates for demand charges shall be established to recover costs that are related to Debt
Service, (including coverage ratios), other ordinarily predictable stable Operating and Maintenance
Expenses and such other reasonable fixed costs as these costs relate to plant and transmission capadtks
utilized. The demand charges shall be based on the above listed coats in proportion to total KW
that the Agency has available. Proper consideration shall be given in the demand charges for such
factors or coincident peak demands, diversity factors, load factors, etc. of the Cities.
v
Energy charges shall be based on fuel costs, operating personnel costs, variable Operating
and Maintenance Expenses, postage stamp type transmission losses, station service energy, and other
t such reasonable variable costs as these costs relate to energy provided to Cities.
The rate making methods used to develop these demand and energy charges sball be consistent
` with standard utility wholesale rate making procedures, These methods shall be applied as appropriate
to the System.
It is recognized that these rates shall be developed in a reasonably equivalent manner as similar
whofestle power suppliers, State Utility Commission guidelines. and FPC rate regulations as applied to
J
like power systtms.
I (t) RTES FOR SERVICES PROVIDED TO ALL CITIES
Various services shall be provided to all Cities as directed by the Board of Directors and will be
I paid for by the Cities at a rate per kilowatt-hour which shall be established from time to time by the
Board of Directors. Each City's share of such charges shall be that portion of the total represented
by the ratio of his share of the net energy for load to the total net energy for Iced of all of the Cities.
Billings will be made In advance on estimates of loads and paid evenly throughout the year.
M
(3) RATES FOR SPECIAL SERVICES PROVIDED TO % SPECIFIC CITY
Special services may be provided to a member from time to time at the request of a City.
Reimbursement for these services will be made at cost by the City receiving the services,
19
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` CITY of DENTON, TEXAS MUNICIPAL BUILDING/ DENTON, TEXAS 76201 /TELEPHONE (811) 588.8307
_ Office of the City Managef
:
M E M 0 R A S D U M
I
TO: Mayor and Members of the City Council
FROM: Jennifer Walters, City Secretary
DATE: September 4, 1987
SUBJECT: Back-up for Agenda Item t 2 - 5:30 p.m.
.Y 1
No formal back-up was submitted for this item. ~e
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AGENDA
CITY OF DENTON CITY COUNCIL
i September 8, 1987
i
Special Called Meeting of the City of Denton City Council on
Tuesday, September 8, 1987, at 7:00 p.m, in the Council
Chambers of the Municipal Building at which the following items
will be considered:
i
7:00 p.m.
i
1, Public Hearing
3 A. Hold a public hearing on the proposed tax rate
increase and setting of a date, time and place
for the tax rate vote,
,i
C E R T I F I C A T E
x iM1
I certify that the above notice of meeting was posted on the
c bulletin board at the City Hall of the City of Denton, Texas,
on the day of , 1987 at o'clock
~ (a M.) p.m.
CITY SFCRbTARY
15 2740C/2
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CITY of DENTON, TEXAS MUNICIPAL BUILDING / DENTON, TEXAS 78201 / TELEPHONE (817) 508-8307
Office of the C41y Manager
{
{ M E M O R A N D U M S
TO: Mayor and Members of the City Council
FROM: Jennifer Walters, City Secretary iii
DATE: September 4, :987
SUBJECT: Back-up for Agenda item # 1 - 7:00 p.m.
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p.
No formal back-up was submitted for this item.
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AGENDA
CITY OF DENTON CITY COUNCIL
September 8, 1987
rr
Special Work Session of the City of Denton City Council on i
Tuesday, September 8, 1987, at 7:30 p.m. in the Civil Defense t
Roor, of the Municipal Building at which the following items
will be considered:
7:30 p.m.
lExecutive Session:
A. Legal Matters Under sec. 2(e), Art. 6252-17
V.A.T.S.
1. Hold a discussion of litigation including
the County of Denton vs the Clty of Denton.
I B. Real Estate Under Sec. 2(f), Art.
V.A.T.S. 6252-17
1. Consider offer to purchase County's interest
g`tt' in Flow Hospital.
C. Personnel/Board A
x, ppointmenta Under Sec. 2(g),
Art 6252-17 V.A.T.S. "T C E R T I F I C A T E
I certify that the above notice of meeting was posted on the
bulletin boird at the City Hall of the City of Denton, Texas,
( on the P.M. day of , 1987 at o'clock
CITY SECRETARY
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