HomeMy WebLinkAbout1975
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A IW:01,11'I'IoN Iiy thr CiIy Council u[ the CILy of
DQnLon, 'I'ux+Lti, rclat ini} Lo certain (Iucuncnts and
Contract.:: I)VIwoon Ihc' 'l'ox.i:; Municipal Power
~i A),,cacy and ILisd pcu~LIcS; rC:+oivinI; LnnL such
dur uwcnt iw f i i r l i It t he :=f f is i;o rcrnrvls of tic-
City; ar:cl providi.ni; an effective dato, i
WVII''REAS, this governing body has hereto[ore authorized i'
the r~xcc+=t inn of o{ contract by anct hetweest this City and the
L' ~',+>:ar Municipal Power Agency; and
WIIEREAS, this Council has been supplied with other i
document:; rclat. ng to the smue trnnsactinns which are to be
executed by other p;u•Lics, and thin; Council dccros it proper j
i, Lhat such dncume.ntti he filyd with the CiLy Secretary of this
h City in order that au official record will be maintained of
all of the proceedir:F,s conl:eniplated in connection with Ll{e
j; financings of said Ay,ency; Lher(:fore,
f,
~t IiH 11' RESOL1,1ED BY TI]E CITY COUNCIL OF THE CITY OF I
DEN'T'ON, TEXAS:
£4CTI011 1: That receipt of the documents entitled. I e
1) Preliminary Participation Agracment,
2). Contract for Development of Fuel Resources E I
and Planning E1.CeLric Guneration Facilities, I f
3) Contract for the Performance of Certain Duties, f
4) Specification of the Manner in which Part of i
H the Maintenance and Operating Expenses of the f'
Corporation will he Paid by the Agnncy,
5) Articles of Incorporation of Texas Power Pool, Inc.
6) By-Laws of Texas Power Pool, Inc.,
7) By-Laws of Texas Municipal Power Agency, and
8) Resolution by the Board o£ Directors of tl,e Texer,
~f Huricipal Power Agency, relating to the authori-
zation and issuance of $10,625,000 "'T'EXAS
II MUNICIPAL 11014ER AGENCY REVENUE BONDS, SERIES
I1 1975." 1
I is hereby acknocrledged and made a part hereof for all purposes.
i This resolution and such documents shall remain a part of
Lt•:e files of the City.
I) SECTION 2: Nothing herein shall be construed as re- {
quiring the approval of this governing body of any document
amendatory or supplemental to the instruments attached
hereto unless thn same is required by the "Contract for the
llr:velopment of 1'udi Resources, Planning, Electric Generation
Facilities and Performing Certain DULIes", or unless the
same is required by the documents attached hereco.
is
SECTION 3: This resolution shall be in force and ! f'
effr.ct from and after its adopLiot:.
PASSED AND APPROVED, this the dny of October,
1975.
binyor; ~iiy of~eni:oii, texas
i ATTEST:
U Ly Secretary, CILY or
'1'exrt~t
(City seal)
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CUL;:i Y'1' OF Dl;il'I ON 1
C IV H f)I',19'ta 1 X
f, the un"1 .yjgnvd, City f•ccrol.ary, according to the
records of my "flied, DO Ilt:i;LBY t'.ERT11'Y that the attached
:and iuregolL g is a true toad corrrCI. copy of a resolution
adopted aL a ullutin}•, ui thu govurninl•, body of the City of
llL~allon on thc. Jay of OcE.uhc!r, LS17i; that ut :ouch
uaectinl; a gooraiai of ill incn"berea of the 1;~7vrrninl; body of the
Cif y WCre prcacnt; that a moL}a Was made, and duly
that Lhc resulution be aldoptcd and that floc same hove inmudiate
i effecL; that Lhe .motion Carrying with }.t the jdupJun of the
rtSWULlon Was adopted by a vote of FOR" and ~l
"AGA NST"; LKE Lhe okv ndal fOr he reel
s~tnaiilig the time, place and purpose of such meeting„ including,
a sLatement to the effect Lhat the foregoing; resolution would
be considered and that such notice of nectin£ was given in s
due time, form and manocr as required by Article 6252-17,
Section 3A, V.A,T,C.S.; that additionally, actual notice of
the Ill place: and purpose of the electing; was given to each
member of the governing body of the City.
I DO FUR'1NER CERTIFY that th❑ aaid resolution has been
filed in the official records of the City of which I am
custodian,
714 WITNESS WHEREOF, I have hereunto set my official
signature and affixed the seal of aaid City, this the
I; day of October, 1975.
ii
sr3'ty ficcrettrry
City of Denton, Texas
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(City Seal)
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AN (WOIi7A:XI': l)y I]),,, Y Cni~1mi1 of the Cily
of hria-,u, T(' .;i:;, r, Ent ing to a runtrM by
.111d I'uI~'rin II; J CiI V ul [)L'11( 011 , TOXa;), 011d
I h., Pb:n 1 c I pa I ! owvr Agu"vy ; preavi i h'
l hr-Qrin 411' cant t'nrl and :nit Etnr,I :;i u;', 1111'
r sw ut Eon thoruof ton :end on hohnlC of Lho
L''ty of Drotcnl; pr VIdinp, an rE'fecLivc chat.
ld1EF;f'IASI thv Qlius of Wynn, Not on , CrornviIlc w",l
Gnrlnud, '!'ryas, havo hereLnlorc by rnl,culrcnl ordivancen
provt&4 !or tho crcALi.on ',,I Ilia 11040 11UNIC&A1, i'01hiR
AGENCY under Lhe provis.inns of Article 1435;1, V.&T.C.S. ;
and
VIIE .AS, such citi.cs have reached :1u ,1}~rcculcnL with
each ot.hcr and Lhc 'iTCxns Nunicipol Powor Afency wiLh rct;lIcct
to certain work that is to h;: clone as a ,joint project, such
ngrconu'nt being Set forth in the Contract. attached hereto;
and
WHERiYAS, it is now proper for this governing body to
approve such agreement and authorise the execution thereof
for and on its behalf; therefore,
THE COUNCIL OF THE CITY OF DENfON HEREBY ORDAINS:
SECTION 1: That the instrument. entitled, "Contract for t
Devel`pmr1t. _of Fuel Resources, Planning Electric Generation s
Facilities rind Perfurwinq Ccrlnin 011100," attached here40
and made a part of Lhis ordinance, is hereby adproved, p
The Mayor is hereby authorized, empowered and directed
to execute such Contract for and on behalf of this City and
j as the act and decd of this governing body. The City Secretary
is directed to attest to the signature of the Mayor and
impress thereon the seal of the CiLy.
SECTION 2: This ordinance shall be in force and affect
from ancf;iEtei its passage, and it is so ordained.
i
~i PASSED AND APPROVED this the day of. October,
1975.
.
ATTEST:
b Tcxn t t
(Gtty 5ca1) ,I
M 1 ( i
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('.E:I:TJI'IC"'I,.
THE S'IATE OP 7LMS )
COMITY OI•' 1)CI!'i'(114
CITY 01 DVNT0J
I, the nndcraigncd, My MccroLary, according 10 the
recurdN of my ullice, ht 14M Y CI;kTM that. the aLlached
and forcgoin;^ is a true and c"rrucl copy of an ordinance
adopted at a mew Ling of the governing body of Lhe City of
Denton on the day of October, 1075; that U .Such
tnveLing a quork K- th numbers of the Euverning body of the.
City were preocuL; LOW a LnLion was made and drily :seconded
Lhat the ordinancu he adopted and that the same have immediate
effect; that Lhe mot'ioA carrying with it the actor ion of the i,
r ordinance WAS ud ,pt.cd by a vote of "FOR' and
"ACAINS'T";'that the agenda for the i &L-1-t- 'showing; lliu ttme, i
p place and purpose of such meeting„ including; a statement to
Lhe cff.ecL that. Lhe foreboiny; ordinance would be considered
fj and that such notice of meeting was given 1.11 due time, form C
and manner as required by Article 6252-17, Section 3A,
V.A.T.M.; that additionally, actual notice tf the time,
I place and purpose of the meeting wts given to each member of
the governing body of the CiLy.
1 DO F'4IRTIIF.R CERTIFY that the said ordinance has been
filed in the official records of the City of which I am
custodian. I
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IN WITNESS WHEREOF, 1 have hereunto see my official
signature and affixed the seal of said City, this the
day of October, 1975.
t
City secretary
I, City of Denton, Texas
(City Seal) f
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ARTICLES OF INCOIti'ORATION
OF
TEXAS POWER POOL, INC.
SJF., the undersigned natural persons of the ago of twenty-one
years or more, at least two of whom are citizeis of the State of
Texas, acting as incorporators of a corporation under the Texas Non-
profit Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation:
ARTICLE ONE
The name of the corporation is "Texas Power Pool, Inc."
ARTICLE TWO
Tea corporation is a non-profit corporation.
ARTICLE TIME
The period of its duration is perpetual.
ARTICLE FOUR
Tho Corporation is formed (at the request of the hoard of Directors
of the Texas Municipal Power Agency, a municipal corporation and is
political subdivision of the State of Texas) for the purpot:e of con-
tracting with one or more entities (as such term is defined in Section
2 of Article 1435a, V.A.T.C.S.) wl~o have joined together in the plan-
ning, financing, acquisition, construction, ownership, leasing, opera-
tion or maintenance of electric generating units and plants, electric.
transmission lines, related fuel supplies, and other electric facilities
pursuant to Article 1435a, V.A.T.C.S. whereby this ^orporation will
(i) perform certain parso.nal or professional services, and (ii) do and
perform certain work for and on behalf of such entities, or (iii)
cause such services to be rendered or work to be performed, all as may
be specified in the contract by and between such cor,>oration and said
entities.
AITICLL•' FIVE
The street address of the initial registered office is Forest
Park Center, 7111 Bosquu Boulevard, Mace, Texas 76710, and the name
of ita in!.tial registered agent at such address is Paul R. Cunningham,
ARTICLE SIX
'T'he corporation is to have no members, and its affairs shall be
managed by a Board of Directors.
The number of directors constituting the initial Board of Direc-
tors of the corporation is ten (10) and tht. names and addresses of the
persons who are to serve as the initial directors are:
MANE ADDRESS
J. Louis Odle 300 South Washington
Bryan, Texas 77801
Jack Ard 300 South Washington
Bryan, Texas 77801
Jim White 215 Fast McKinney
Denton, Texas 76201
Douglas F. Blackburn 215 East McKinney
Denton, Texas 76201
Charles E. Duckworth 200 North 5th
Garland, Texas 75040
a
Ed Krause 200 Morth 5tIL
Garland, 'T'exas 75040
James DeBerry 2821 Sashington
Greenville, Texas 75401
Robert E. Plelson 2821 W.tohirkyLucu
Greenville, Texas 75401
Ross A. Segresk 2404 LaSalle
Waco, 'T'exas 76706
W. S. Robson 2404 LaSalle
Waco, Texas 76706
ARTICLE SEVEN
The name and address of each incorporator is: ~
VAME ADDRESS
Ross A. Segrest 2404 LaSalle
Waco, Texas 76706
Paul R. Cunningham 7111 flosyue Boulevard
Ilaco, Texas 76710
J. Rodney Lee 800 First National Building
Waco, Texas 76701
ARTICLE ULGR'T
The corporation shall be primarily engaged in promoting the
4 common good and general wolfare of the people in the areas served
f
by tho entities served by the corporation. Na part of the income,
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revonu-n; (1r 155 ) GL til_' corpot A Lon 011 11 L I tuiro to or b~ 1130(1 fur
the benefit. of any private purpose, buL• this provision shall not
prevent the execution of employment contracts with emplo!ces of the
corporation on such terms ar, thr Board of Directors may approve. ,
The Directors of thn corporation shall serve without compensation
but may be reimbursed for expenditures made by them in the conduct of
the business affairs of the corporation. A Director may not be an
employee of the corporation.
Upon dissolution or liquidation of the corporation, all assets
and properties belonging to the corporation shall be transferred and
conveyed to the political subdivision or subdivisions of the State of
texas designated in the Bylaws of the corporation at the time of such
dissolution or liquidatio:ir either jointly or otherwise, as shall be
provided in said Bylaws, but if such provisions are not contained in
the Bylaws at such time, then all assets and properties shall be
transferred and conveyed to the Cities of Bryan, Garland, Greenville
and Denton jointly.
ARTICLE 11 UE
No contract or other transactions between the ccrporation and any
of its directors or officers (or any corporation or ciiLity in which
any of them are directly or indirectly interested as a shareholder,
owner, director, officer, official or otherwise) shall be invalid
solely because of this relationship or because of the presence of such
director or officer at the meeting authorizing such contract or trans-
action, or his or her participation in such meeting or authorization
providing (1) the material facts of the relationship or intorest of
each such director or officer are known or disclosed to the Board of
Directors and it nevertheless authorizes or ratifies the contract or
transaction by a majority of the directors present, each such in-
torested director to be counted in determining whether a quorum is
present. but not in calculating the majority necessary to carry the
vote and (2) the contract or transaction is fair to the corporation as
of thn time it is authorized or ratified by the Board of Directors.
This provision shall not be construed to jnv..l-idatc a contract or
transar.tion which would be valid in the absence of this provision.
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1 V,
1
The corporation slial.l indemnify ~tny director or officer or former
director or officer of tho corporation for expLnses and costs (includ-
ing attorneys' fees) actually and necessarily incurred by him or her
in connection with any claim asserted against- him or her, by action in
court --r otherwise, by reason of his or her being or having been such
director or officer, except in relation to matters as to which he or
she shall have been guilty of negligence or misconduct in respect of
the matter in indemnity is sought.
moss A. 5cyres~
Pau-I It. Ctiniii ig~idm
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Jt~todney Lce
THE STATE OF TEXAS X
COUNTY OF MCLENNAN X
!4•vJ~`J~.~~;~,, a Notary Public in and for
I,-4
'day
McLennan county, Tcxas, do ier c0by certify that- on this the 4e_
of to 41,1 , 1975, personally appeared before me, Ross A. Segrest,
pau R. Cunningham and J. Rodney Lee, each of whom being first duly
sworn dcolared that lie is one of the persons who signed the foregoing
document as an incorporator, and that the statements therein contained
are true.
IN WITNESS WH EREOFo I have hereunto set my hand and seal the day
and year first above written.
Notar an f t tl
McLennan County, Texas
Hy comr,ission expires (Tune 1, 1977.
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Draft No. 3
9-19-75
SPECIFICATION OF THE MANNER IN WHICH
PART OF THE MAINTENANCE AND OPERATING EXPENSES
OF THE CORPORATION WILL BE PAID BY THE AGENCY
THIS INSTRUMENT is a part of the contract made and
entered into as of the day of September, 1975, by and
between the Texas Munic pi-TPower Agency (hereinafter called
"Agency"), a municipal corporation and a political subdivision
of the State of Texas, and the Texas Power Pool, Inc.,
(hereinafter called "Corporation"), a corporation heretofore
created and established under the Constitution and laws of
the State of Texas;
W I T N E S S E T H
WHEREAS, under the provisions of Article 1435a, V.A.T.C.S.,
entities engaged in the generation, transmission, or distribution
of electric energy may join together as co-tenants or co-
owners in the planning, financing, acquisition, construction,
ownership, operation and maintenance of electric generating
units and plants, electric transmission lines and ocher
electric facilities; and may enter into agreements for the
planning, financing, acquisition, construction, ownership,
operation and maintenance of jointly owned and operated
electric facilities; and
WHEREAS, acting pursuant to Section 4(a) of Article
1435a, V.A.T.C.S., the Texas Municipal Power Agency has been
created and established as a municipal power agency (without
taxing power) as a separate municipal corporation, a political
subdivision of the State and a body politic corporate, and
such agency has and may exercise all of the powers which are
by Chapter 10 of Title 28, Revised Civil Statutes of Texas,
1925, as amended, and Article 1435a conferred upon a public
entity or entities; and
WHEREAS, the Agency is empowered to make contracts and
agreements with municipalities, political subdivisions of
the State, and public or private corporations or persona and
perform all acts necessary for the exercise of the full
powers invested in it; now, therefore,
THE PARTIES HERETO, IN CONSIDERATION OF THEIR MUTUAL
AGREEMENTS AND UNDERTAKINGS HEREBY FURTHER CONTRACT AND
AGREE AS FOLLOWS:
ARTICLE I
SECTION 1.01: The partlea hereto have executpd an
agreement Tnyo`n `as a Preliminary Participation Agreement,
and this instrument is a part of that Agreement.
SECTION 1.02: The purpose of this contract is to make
provision for a -payment of a part of the maintenance and
operating expenses of the Corporation, and this contract
shall remain in force and effect during the time that the
debt of the Agency is outstanding and then continue in force
for a period of ninety (90) days and until three monthly
payments (for which provision is made by Section 2.02) have
been made.
ARTICLE II
SECTION 2.01: As used in this instrument, the term
"debt o~tFe Agency" means the principal of, interest on,
reserve fund for, and any applicable redemption premium with
respect to the initial series of bo ds of the Agency known
as 'TEXAS MUNICIPAL POWER AGENCY REVENUE BONDS, SERIES
1975," dated September 15, 1975, to be authorized 'n a
principal amount of not to exceed $10,625,000. The term
does not include any bonds or other obligations issued for
the purpose of refunding, cancelling, and in lieu of such
Series 1975 bonds. The parties contemplate that a new
contract will be executed in the event such Series 1975
bonds are refunded or if additional bond aoligations are
issued by the Agency.
SECTION 2.02: For and in consideration of the undertakings
of theorporat on hereunder, the Agency agrees it will make
payments to the Corporation of the following payments:
.15 mills for each kilowatt hour of net energy for load
of its member cities during the fiacal year of the
Agency. The tern, "net energy for load" shall have the
meaning set forth on F.P.C. form, 12 E-1, page 5,
Schedule I; i.e., the system net generation plus energy
received from others minus energy delivered to others.
The amount due from the Aggency shall be divided into 12
approximately equal ❑:unLhiy pay7-L:ents based upon the
estimated net energy for load of the member cities.
I Such estimate to be made as follows: (1) on or before
the first day of each fiscal year, the utility director
of each city shall file (-.ith the Executive Director of
the Agency) a report containing his estimate of the net
energy for load for the such city for the following 24
month period and from such report the arithmetic average
of the particular year shall be determined (such report
may be amended by the utility director of a city not
more than twice in any one fiscal year) aT:d (2) the
arithmetic average of net energy for load of each
particular city for the preceding fiscal year of the
Agency shall be calculated, and (3) if the estimate of
the utility director is not timely filed the average of
net energy for load on the historical 12 month period
shall be used until such estimate is filed but if the
estimate is filed the higher of the calculations obtained
under (1) and (2) above shall be used as the estimated
net energy for load. Within 10 days of the close of a
fiscal year, the Executive Director of the Corporation
shall redetermine the amount which should have ueeii
paid in the preceding fiscal year and the additional
amount due shall be billed to the Agency or credit
shall be given to the Agency on the billing which
becomes due October 15. If the additional amount due
from the Agency is more than 5% of the amount
I paid by the Agency during the preceding year, an amount
equal to 10% of the amount due shall be b9ded to toe
statement and shall be paid by it.
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Such payments shall be made on or before the 15th day
of each month, commencing October 15, 1975, and the
Corporation covenants that money received under this
agree.nent will be used only for the purpose of paying
its maintenance and operating expenses and only for
items or expenses which have been included in a proper
budget or budget amendment (including temporary budget).
The amount to be paid for each kilowatt hour of net
energy for load shall be subject to adjustment from time to
time in the following manner:
(1) It way be raised if the Cvrporation notifies the
Agency that the amount of income being received for the
payment of maintenance and operating expenses is not sufficient
for the purpose and that the amount being collected from
each entity contracting with the Corporation is being
increased proportionately; such notice shall show the basis
of the adjustment (increase) so as to provide not less than
the amount budgeted for such expenses during the then fiscal
year and not more than 110% of such budgeted amount. No
raise in the amount due from an entity shall be effective
until such entity has received 30 days notice of the revision,
but the Agency may delay paying the increased amount until
sixty (60) days after the receipt of such notice of revision
if the Agency has been notified a city has elected to delay
such payment for that period and the entire amount due
from the effective date of the increase will be paid on the
sixtieth day.
(2) it shall be decreased if the amount received by
the Corporation for the payment of the maintenance and
operating expenses exceeds 125% of the amount shown in the
bud et therefor (for the then current fiscal year) and the
millage rate will be reduced so as to provide not less than
the amount budgeted for such expenses during the then current
fiscal year and not more than 110% of such budgeted amount.
Any surplus (an amount in excess of 110% of the amount
budgeted for such expenses) shall be either:
(1) applied ns a deduction from thn, amount due from
the Agency during the next succeeding month or months, or
(2) maintained as working capital by the Corporation,
as directed by the entities who provided the funds. In the
absence of a direction being received from the Agency money
supplied by the Agency shall be applied as a deduction from
the amount due from the Agency. Any surplus which is in
excess of 125% of the amount shown in the budget for maintenance
and operating expenses shall be returned to the entities who
supplied the funds. The credits or repayment of funds shall
be given or made in the same proportion as the funds were
'originally paid for such expenceia.
It shall be the duty of the Executive Director of the
Corporation to make the calculations with respect to the
rate per mill to be collected for each kilowatt hour of net
energy for load.
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SECTION 2.03: Should the Agency fail to m&ke any
payment at htimes herein pecified, interest on such
amounts shall accrue at the zite of ten per centum (10%) per
annum from the date such payment becomes due until paid in
full with interest as herein specified. In the event such
payment becomes due, the Corporation may institute a proceeding
for mandamus or a mandatory injunction requiring the payment
of the amount due and interest thereon, such action to be
instituted in a court of competent jurisdiction.
SECTION 2.04: The payments required to be made by the
Agency under ttF terms of this contract shall be due and
payable as herein specified, and the Agency shall have no
right of setoff, recoupment or counterclaim against such
payment. The Corporation shall never have the right to
demand payment of any obligation assumed by the Agency out
of funds raised or to be raised by taxation.
SECTION 2.05: The Corporation may not pledge all or
any part of-tfie payments to he received from the Agency
under this agreement, but this provision shall not be construed
as prohibiting the Corporation's pledge of such payments (sr
part thereof) to the payment of a temporary bank loan made
to the Corporation:
(i) for the purpose of paying maintenance and operating
expenses of the Corporation, and
(ii) where the principal of and interest on the temporary
bank loan is due and payable:
(a) within 22 months, and
(b) paid by the not exceed that amount scheduled to be
paid by Agency loan
is unpaid.
SECTION 2.06: (a) Agency represents and covenants that
all payments to 5e made by i,. hereunder shall constitute
"operating expenses" of its electric system.
(b) Agency further agrees to fix and collect such
rates and charges for utility services to its customers as
will, in combination with any other funds legally available
and reasonably assured for the purpose, make possible the
prompt payment of all expenses of operating and maintaining
its utility system and all payments contracted hereunder.
ARTICLE III
SECTION 3.01: Subject to the provisions of Section
8.14 of the reTiminary Participation Agreement, this contract
may be changed and modified only with the consent of the
governing bodies of the Corporation and the Agency. Such
modification may be requested by any of such parties, in
which event a oint meeting of the governing bodies or of
their dui-- aut crizcd and apppointed representative shall be
held not less than fifteen (15) days after the giving of
such notice. At such joint meeting the suggested changes or
modifications shall be considered, discussed and settled. No
such change or modification may be made which will affect
adversely the payment when due of all monie8 required to be
paid by the Agencyy under the terms of this contract and no
such change will be effective which effects adversely or
causes a violation of any covenants contained in the re-olution
or order authorizing the issuance of the Agency's bonds.
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SECTION 3.02: This contract shall be subject to all
valid rues, 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 or any authoriz:d representative or
agency of any of them.
SECTION 3.03: (a) If for any reason of "force majeure"
any or [parties hereto shall be rendered unable wholly or
in part to carry out its obligations under this agreement,
other than the obligation of the Agency to make the payments
required under the terms hereof, then it such party shall
give notice and full particulars of sued reasons in writing
to the other party within a reasonable time after the occurrence
of the event, or cause relied on, the obligation of the
party gi,ring such notice, so far as it is affected by such
"force majeure", shall bc suspended during the continuance
of thL inability then claimed, but for no longer period, and
any such parties shall endeavor to remove or overcome such
inability with all reasonable dispatch. The term "force
majeure" as employed herein shall mean acts of God, strikes,
lock-outs, or other industrial disturbances, acts of public
enemy, orders or actions of any kind of the Government of
the United States or of the State of Texas or any civil or
military authority, insurrections, riots, epidemics, landslides,
lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraints of government and
people, civil disturbances, explosions, breakage or accident
to dams, machinery, pipelines, or canals or other structures
or machinery, on account of any other cause not reasonably
within the control of the party claiming such inability. It
is understood and agreed that the settlement of strikes and
:ock-outs shall be entirely witbin 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 and
lock-outs 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 recoverable from the Corpora-
tion by reason of the causes above mentioned.
SECTION 3.04: Any notice, request, demand, statement
or bill proviN_Ffor in this agreement shall be in writing
and shall be considered to have been duly delivered when
sent by registered or certified mail, addressed as follows:
Agency: Texas Municipal Power Agency
Forest Park Center
7111 Bosque Blvd.
Waco, Texas 76710
I Attention: Executive Director
Corporation: Texas Power Pool, Inc.
Forest Park Center
7111 Bosque Blvd.
Waco, Texas 76710
! Attention: Executive Director
I
-S-
l ~
as the case may be, except that routine communications may
be sent by ordinary mail and except that either party, by
the filing of an appropriate written notice to the others,
may specify some other individual to whom communications
thereafter are to be addressed.
SECTION 3.05: The Corporation covenants that it will
enforce tTie-oFffgations of the Agency hereunder (as well as
any obligations contained in similar contracts with additional
contracting party) as may be required to accomplish the
purpose of this contract. Either party may enforce any
obligations hereunder owed by it by the other party.
SECTION 3.06: The parties hereto agree that if any of
the provisions oT this contract contravene or be held invalid
under the laws of this State, same shall not invalidate the
whole agreement but it shall be construed as though not
containing that particular provision and the rights and
obligations of the parties shall be construed and in force
accordingly.
IN WITNESS WHEREOF, the parties hereto, acting under
authority of their respective governing bodies, have caused
this contract to be duly executed in several counterparts,
each of which shall constitute an original, all as of the
day and year first above written.
TEXAS POWER POOL, INC. T£YAS *"m11CIPAL POWER AGENCY
By By
President, oar o rectors res ent, oar o rectors
ATTEST: ATTEST:
ecretary, oar o rectors ecretary, oar o rectors
(Corp. Seal) (Agency Seal;
THE STATE OF "ERAS X
COUNTY OF X
BEFORE ME, the undersigned authority, in and for the said
County on thi3 day personally appeared
President of the Board of Directors of TEMS POWER known to me to be the person whose name is subscribed to the
-6-
foregoing instrument and known to me to be the President of
the Board of Directors of TEXAS POWER POOL, INC. and acknow-
ledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein
stated as the act and deed of said Corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the
day of 1975.
o ary Public,
County, Texas
(Notary Seal)
THE STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned authority, in and for tle
said County on this day personally appeared
, President of the Wear o Directors
o the TEXAS R AGENCY, known to me. to be the
person whose name is subscribed to the foregoing instrument
and known to me to be the President of the Board of Directors
of TEXAS MUNICIPAL POWER AGENCY, and acknowledged to me that
he executed the same for the purpose and consideration
therein expressed and in the capacity therein stated as the
act and deed of said TEXAS MUNICIPAL POWER AGENCY.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the
day of 1975.
Notary Public,
County, Texas
(Notary Seal)
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B-C
Draft No. 5
10-3-75
CONTRACT FOR THE PERFORMANCE OF CERTAIN DUTIES
THIS INSTRUMENT is part of a contract made and entered
into as of the day of September, 1975, by and between
the Brazos Elects rc Power Cooperative, Inc. (hereinafter
called "Brazos"), a private corporation organized and existing
under the laws of the State of Texas and the Texas Power
Pool, Inc. (hereinafter called "Corporation" or "entity"), a
private corporation heretofore created and established under
the Constitution and laws of the State of '.exas.
W I T N E S. S E T H
WHEREAS, under the provisions of Article 1435a, V.A.T.C.S.,
entities engaged in the generation, transmission, or distribution
of electric energy may join together as co-tenants or co-
owners in the planning, financing, acquisition, construction,
ownership, operation and maintenance of electric generating
units and plants, electric transmission lines and other
electric facilities; and may enter into agreements for the
planning, financing, acquisition, construction, ownership,
operation and maintenance of jointly owned and operated
electric facilities; and
WHEREAS, acting pursuant to Section 4(a) of Article
1435a, V.A.T,C.S., the Texas Municipal Power Ac,ency, the
Corporation and Brazos have executed a Preliminary Participation
Agreement pursuant to which the Corporation is to perform
certain duties and perform certain work on behalf of the
Participants; and
WHEREAS, this document is a part of the Preliminary
Participation Agreement since the same provides for payments
to be made to the Corporation by Brazos for work done and
performed by the Corporation under such agreement, therefore,
THE PARTIES HERETO, IN CONSIDERATION OF THEIR MUTUAL
AGREEMENTS AND UNDERTAKINGS, HEREBY CONTRACT AND FURTHER
AGREE AS FOLLOWS:
ARTICLE I
SECTION 1.01: Brazos and the Texas Municipal Power
Agency eve ereto executed an instrument entitled, "Contract
for Development of Fuel Resources and Planning Electric
Generating Facilities," The findings and representations of
Brazos as contained in Sections 1.01, 2,01 and 2,02 of that
part of the contract are reaffirmed and made a part of this
document by reference.
SECTION 1.02: The parties hereto recognize that the
contract mend-oned in the preceding Section relates only to
the payment of the debt of the Agency; that the debt of the
Agency is payable only from the net revenues" of the Agency;
that is, after payment of the maintenance and operating
expenses of the Agency.
This contract shall remain in force and effect during
I
M
the time that the debt of the Agency is outstanding and then
continue in force for a period of ninety (90) days and instil
three monthly payments (for which provision is made by
Section 2.02) have been made.
The parties recognize this document is a part of the
Preliminary Participation Agreement mentioned in the preamble
document when executed b
and is effective as a par.* of that by
the parties and approved by the Rural Electrification
Administration.
SECTION 1.03: As used in this instrument, the term
"debt of-tr icy" means the principal of, interest on, reserve
fund for and any applicable redemption premium with respect to the
initial series of bonds of the Agency known as "TEXAS
MUNICIPAL POTAER AGENCY REVENUE BONDS, SERIES 1975,"
dated September 15, 1975 to be authorized in a principal
amount of not to exceed 40,625,000. The term does not
include any bonds or other obligations issued for the purpose
of refunding, cancelling, and in lieu of such Series 19'/5
bonds.
ARTICLE II
SECTION 2.01; For and in consideration of the undertakings
of theorporaion, Brazos agrees it will make payments to
the Corporation of the following payments:
.15 mills for each kilowatt hour of net energy for load
of Brazos during the fiscal year of the Agency. The
term "net energy for load" shall have the meaning set
forth on F.P.C. form, 31 E-l, page 5, Schedule I; i.e.,
the system net generation plus energy received from
others minus energy delivered to others. The amount
due from Brazos shall be divided in to 12 approximately
equal monthly payments based upon the estimated net
energy for load of Brazos. Such estimate to be made as
follows: (1) on or before the first day of each fiscal
year, the chief engineer of Brazos shall file (with the
Executive Director of the Agency) a report containing
his estimate of the net energy for load for Brazos for the
following 24 month period and from such report the
arithmetic average of the particular year shall be
determined (such report may be amended by the chief
engineer of Brazos not more than twice in any one
fiscal year) and (2) the arithmetic average of net
energy for load of Brazos for the preceding fiscal year
of the Agency shall be calculated, and (3) if the
estimate of the said engineer is not timely filed the
average of net energgy for load on the historical 12
month period shall be used until such estimate is
filed but if the estimate is filed the higher of the
calculations obtained under (1) and (2) above shall be
used as the estimated net energy for load. Within 10
days of the close of a fiscal year, the Executive
Director of the Corporation shall redetermine the
amount which should have been paid in the preceding
fiscal year and the additionz: rmount due shall be
billed to Brazos or credf. shall be given to Brazos on
the billing which becomes due uctober 15. If the
-2-
additional amount due from Brazos is more than 5% of
the amount paid by Brazos during the preceding year, an
amount equal to 10% of the amount due shall be added to
the statement and shall be paid by it.
Stich payments shall be made on or before the 15th day
of each month, commencing October 15, 1975, and the
Corporation covenants that money received under this
agreement will be used only for the purpose of paying
its maintenance and operating expenses and only for
items or expenses which have been included in a proper
budget or budget amendment (including a temporary
budget).
The amount to be paid for each kilowatt hour of net
energy for load shall be subject to adjustment from time
to time in the following manner:
(1) It may be raised if the Corporation notifies
Brazos that the amount of income being received for the
payment of maintenance and operating expenses is not sufficient
for the purpose and that the amount being collected from
each entity contracting with the Corporation is being
increased proportionately; such nccice shall show the basis
of the adjustment (increase) so as to provide not less than
the amount budgeted for such expenses during the then fiscal
year and not more than 110% o': such budgeted amount. No
raise in the amount due from an entity shall be effective
until such entity has received 30 days notice of th6 revision,
but Brazos may delay paying the increased amount until sixty
(60) days af'.er the receipt of such notice of revision
provided (i) it notifies the Corporation of its intention so
to do and (ii) pays the amount due from the effective date
of the increase on such sixtieth day.
(2) it shall be decreased if the amount received by
the Corporation for the payment of the maintenance and
I operating expenses exceeds 1257. of the amount shown in the
budget therefor (for the then current fiscal year) Ind the
millage rate will be reduced so as to provide not less than
the amount budgeted for such expenses during the then current
fiscal year and not more than 110% of such budgeted amount.
Any surplus (an amount in excess of 110% of the amount
budgeted for such expenses) shall be either:
(a) applied as a deduction frow the amount due from
Brazos during the next succeeding month or months, or
(b) maintained its working capital by the Corporation,
as directed by the entities who provided the funds. In the
absence of a direction being received from Brazos, money
supplied,by Brazos shall be applied as a deduction from the
amount due from Brazos, Any surplus which is in excess of
1257.of the amount shown in the budget for maintenance and
operating expenses shall be returned to the entities who
supplied the funds. The credits or repayment of funds shall
-3-
be given or made in the same proportion as the funds were
originally paid for such expenses.
It shall be the duty of the Executive Director of the
Corporation to make the calculations with respect to the
rate per mill to be collected for each kilowatt hour of net
energy for load.
SECTION 2.02: Should Brazos fail to make any payment
at themes herein specified, interest on such tmounts
shall accrue at the rate of ten per centum (10%) ver annum
from the date such payment becomes due until paid in full
with interest as herein specified. In the avent such
payment becomes due, the Corporation may Lit'.tute a proceeding
for a mandamus or mandatory injunction requiring the payment
of the amount due and interest thereon, such acticn to be
instituted in a cou-t of competent jurisdiction.
SECTION 2.03: The payments required to be made by
Brazos un er Ella tir::s of this contract shall be due and
payable as herein specified, and Brazos shall have no right
of setof', :ecoupment or counterclaim against such payment.
SE(:TION 2.04; (a) Brazos represents and covenants
that ot- eTi than those payments made from other funds legally
available and reasonably assured for the purP,ose, all payments
to be made by it hereunder shall constitute 'operating
expenses" of its electric system.
(b) Brazos further aggrees to fix and collect such
rates and charges for utility services to its customers as
will, in combination with any other funds legally available
and reasonably assured for the purpose, make possible the
prompt payment of all expenses of operating and maintaining
its utility system and all payments contracted hereunder,
SECTION 2.05: The Corporation may not pledge all or
any part of tale payments to be received from Brazos under
this a reement, but this provision shall nit be construed as
prohibiting the Corporation's pledge of such payments (or
part thereof) to the payment of a temporary bank loan made
to the Corporation:
(i) for the purpose of paying maintenance and operating
expenses of the Corporation, and
(ii) where the principal of and interest on the temporary
bank loan is due and payable.:
(a) within 12 wont and
(b) does not exceed that amount scheduled to be
paid by Brazos while the loan is unpaid.
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1.
l ^
ARTICLE III
SECTION 3.01: Subject to the provision of Section 8.14
of th-epre aminary Participation Agreement, this contract
may be changed and modified only with the consent of the
governing bodies of the Corporation and Brazos. Such modification
may be requested by either of the parties, in which event a
joint meeting of the governing bodies or of their duly
authorized and appointed representatives shall be held not
less than fifteen (15) days after the giving of such notice.
At such joint meeting the suggested changes or modifications
shall be considered, discussed and settled. No such change
or modification may be made which wiii affect adversely the
payment when due of all monies required to be paid by Brazos
under the term3 of this contract and no such change will be
effective which of°_ects adversely or causes a violation of
any covenants contained in tho resolution or order authorizing
the issuance of the Agency's 'bonds.
SECTION 3.02: Any notice, request, demand, statement
or bill rovided for in this agreement shall be in writing
and shall be considered to have been duly delivered when
sent by registered mail, addressed as follows:
Corporation: TEXAS POWER POOL, INC.
Forest Park Center
7111 Bosque Blvd.
Waco, Texas 76710
Attention: Executive Director
Brazos: BRAZOS ELECTRIC POWER COOPERATIVE, INC.
2404 La Salle Avenue
Waco, Texas 76701
Attention: Executive Vice Pres. and
Ger. Manager
as the case may be, except that routine communications may
be sent by ordinary mail and except that either party, by
the filing of an apppropriate written notice to the others,
may specify some outer individual to whom communications
thereafter are to be addressed.
SECTION 3.03: The Corporation covenants that it will
enforce- EF obligations of 1.°azos hereunder (as well as any
obligations contained in similar contracts with additional
contracting party) as may be required to accomplish the
purpose of this contract. Either party maq enforce any
obligations hereunder owed by it by the other party.
SECTION 3.04: The parties hereto agree that if any of
the prov Mnns o this contract contravene or be held invalid
under t4r laws of this State, same shall not invalidate the
whole agreement but it shall be construed as though not
containing that particular provision and the rights and
obligations of the parties shall be construed and in force
accordingly.
-5-
IN WITNESS WHEREOF, the parties hereto, acting under
authority of their respective governing bodies, have caused
this contract to be duly executed in several counterparts,
each of which shall constitute an original, all as of the
day and year first above written.
BRAZOS ELECTRIC POWER COOPERATIVE, INC. TEXAS POWER POOL, INC.
By By
President, oar o rectors President, oar o
Directors
ATTEST: ATTEST:
Secretary, Boar o rectors Secretary, oar of-
Directors
(Seal) (Seal)
THE STATE OF TEXAS i
COUNTY OF S
BEFORE ME, the undersigned authority, in and for the said
County on this day personally appeared
President of the Board of Directors of the Brazos Electric ower
Cooperative, Inc, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to
be the President of the Board of Directors of the Brazos
Electric Power Cooperative, Inc. and acknowledged to me that
he executed the same for the purposes and consideration therein
expressed and in the capacity therein stated as the act and
deed of said Corporation.
GIVEN UNDER MY NAND AND SEAL OF OFFICE this the day
of , 1975.
Notary Public,
County, Texas
(Notary Seal)
BEFORE ME, the undersigned authority, in and for the said
County on this day personally appeared
President of the Board of Directors of the Texas ower Pool,
Inc., known to me to be the person whose name is subscribed
to the foregoing instrument and known to me to be the President
of the Board of Directors of Texas Power Pool, Inc. and
acknowledged to me that he executed the same for the purpose
and consideration therein expressed and in the capacity therein
stated as the act and deed of said Tey.aa Power Pool, Inc.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day
of 1975.
Notary Public
, _
County, Texas
(Notary Seal) -6-
Draft No. 5
10-3-75
B-A
CONTRACT FOR DEVELOPMENT OF FUEL RESOURCES
AND PLANNING ELECTRIC GENERATION FACILITIES
THIS INSTRUMENT is e. part of the contract made and
entered into as of the day of September, 1975, by
and between the Texas Mun ci al Power Agency (hereinafter
called "Agency"), a municipal corporation and a political
subdivision of the State of Texas, and Brazos Electric Power
Cooperative, Inc. (hereinafter called "Brazos" or "entity"),
a private corporation heretofore created and established
under the laws of the State of Texas.
W I T N E S S E T H
WHEREAS, under the provisions of Article 1435a, V.A.T.C.S.,
entitie engaged in the generation, transmission, or distri-
bution of electric energy may join together as co-tenants or
co-owners in the planning, financing, acquisition, construction,
ownership, operation and maintenance of electric generating
units and plants, electric transmission lines and other
electric facilities; and may enter into agreements for the
planning, financing, acquisition, construction, ownership,
ogoration and maintenance of jointly owned and operated
electric facilities; and
'WHEREAS, acting pursuant to Section 4(a) of Article
1435a, V.A.T.C.S., the Texas Municipal Power Agency has been
created and established as a municipal power agency (without
taxing power) as a separate municipal corporation, a political
subdivision of the State and a body politic corporate, and
such agency has and may exercise all of the powers which are
by Chapter 10 of Title 28, Revised Civil Statutes of Texas,
1925, as amended, and Article 1435a conferred upon a public
entity or entities; and
WHEREAS, the Agency is empowered to make contracts and
agreements with municipalities, political subdivisions of
the State, and public or private corporations or persons and
perform all acts necessary for the exercise of the full
powers invested in it; and
WHEREAS, by virtue of the foregoing, each of the parties
hereto is empowered to execute this contract; now, therefore,
THE PARTIES HERETO, IN CONSIDEIG;TION OF THEIR MUTUAL
AGREEMENTS AND UNDERTAKINGS HEREBY FURTHER CONTRACT AND
AGP.EE AS FOLLOWS:
ARTICLE I
SECTION 1.01: Braloa and the Agency each make the
follow'T-ITn3i-ngs of fact:
(a) The Cities of Bryan, Denton, Garland and Green-
ville and the Brazos Electric Power Cooperative, Inc.
(hereinafter collectively referred to as "entities");
(1) each maintain its own electric generating
facilities to meet power and electric energy
requirements fog its own electric system; and have
entered into a pooling agreement with each other
for t:ia purpoee of
(i) effecting investment and operating
economies by pooling the use of reserve
electric capabilities and capacities; and
(ii) obtaining power during emergencies
and scheduled maintenance service; and
(2) are members of the Texas Interconnected
System so that the generation plus purchased power
will equal forecasted peak demands increased by
15% in order to provide the pro rata share of the
reserves required by the Texas Interconnected
System; and
(3) endeavor to carry a spinning reserve above
load requirements, as required by Texas Inter-
connected System; and
(4) have electrical systems which are connected
by more than 1900 miles of transmission lines
which extend southward from the Oklahoma border to
ust north of Houston, as well. as from Bryan to as
ar west as Seymour with coordination of generation
and transmission now being provided by a central
dispatching center in Waco, Texas, (which center
coordinates the level of generation of each plant
and the control of the system transmission lines
Pnd substations), and
(5) now have a basic transmission interconnection
between the parties which are provided through 69
and 138 kv transmission facilities of the Brazos
Electric Power Cooperative, Inc., and in some
instances direct connections between the parties
and privately owned utilities in the areas of
service.
(b) On a national level load growth for electric
systems has doubled approximately every 10 years but
the load growth of the entities' systems has almost
quadrupled in approximately 11 years, and the projected
power requirements of the entities indicate that additional
generating and transmission facilities will be required
each year of the next decade and a half in order to meet
peak demands needed by the year 1990; and
(c) It appears that small independent plants will not
meet the needs of the future (1) because of their
higher construction and operating costs which result in
power costs higher than for larger, more efficient
plants, and (2) larger plants would provide for efficient
utilization of generation and tramsmission facilities,
increased reliability and a reduction in multiple
plcnning and operating costs, and reduced environmental
problems; and
(d) In connection with the plans of the parties hereto
to acquire and obtain additional generation facilities
it is app arent that a new supply of fuel will be required
since (l natural gas is the primary fuel source for
the generating facilities For each of the entities, and
(2) the supply of natural gas as a fuel is of questionable
dependability and duration in the light of existing
supply contracts and the impending curtailment of
delivery and restrictions on the use of natural gas for
boilers; and (3) it is also apparent that the construction
of a large lignite fired generating plant by this
cetity acting alone wo+ild not be economically feasible;
and
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(e) A consideration of the load growth of the parties
indicates that projections could vary from the histor-
ical trends but sharing of capacity with other entities
will reduce the hazards of incorrect load projections
for the entity end judicious adjustment may be made in
the date for placing new joint facilities in service;
and
(f) It appears that there is a need to expand joint
efforts of the parties to include not only the sharing
of the reserves but also the benefits of economic dis-
patch and savings in capital costs by the construction
of large units in a coordinated plan; and
(g) Petroleum products, particularly natural gas, have
increased in price from 3 to 5 times, and natural gas
curtailments have occurred on a random basis with
serious consequences in fuel supply problems by the
entity and additional curtailments are being ordered
by various regulatory agencies.and the increasing of
coal production is a long slow process, and it is
hampered in part by environmental restrictions prohibiting
the use of coal and petroleum products with a high
sulphur content; and
(h) The uninterrupted and adequate supply of fuel is
essential to the continued operation of the generating
I facilities which mandates the development of fuel
supplies controlled by the entities; and
(i) In the investigation by the entities of certain
lignite deposits preliminary indications are that a
sufficient quantity of lignite exists to warrant the
construction of a lignite fired generating plant but
the information received to.date requires additional
verification, and if the estimated quantities are
reasonably confirmed, additional expenditures will be
required to obtain options, royalty contracts, etc; and
(j) The lignite deposits might be of adequate quantity
and acceptable quality which could be utilized with
moderate problems of combustion and handling should it
be determined that the lignite exists in commercial
quantities; and
(k) Consideration should be given to the desirability
of owning coal deposits in order to obtain a long term
supply or in the alternate, contractual arrangements
should be made with coal vendors who would indicate a
reasonable savings to the parties if ownership of such
resources and facilities necessary to mine and transport
the fuel can be properly financed and careful analysis
is required to determine the extent of capital funds
which would be needed to insure the dedication of
adequate reserves for long term utilization by theprocess of disbursing substantial "front end money",
and other capital funds would be required or be better
expended
(if given a generation
facilities transmission,
higher i priority) athanrtr.-
tiowning fuel resources; and
(1) The acquisition of fossil fuel resources at locations
other than the generating plant site will require
transportation of fuels from one or more geographical
locations in accordance with a particular state of the
-3-
art for each type of fuel whether it is solid, liquid
or gaseous; and
(m) Until such time as there is a definite commitment
for coal or lignite (either or both) resources and the
established magnitude of fuel to be transported in any
given year it is not possible to identify with accuracy
anticipated transportation costs; and
(n) It appears that additional investipations should
be made to determine whether various types of trans-
portation facilities could be leased, thereby increasing
the maintenance and operating expenses, or whether it
wou16 be more economical to purchase such facilities;
and
(o) Nuclear generating plants both planned and under
construction have been subjected to vigorous opposition
causing substantial dela;3 in the construction and
availability of electric energy; and
(p) The refinement, enrichment, conversion and fabrication
of nuclear fuel involves long lead time commitments
similar to developing new coal resources, and the cost
of one component of nuclear fuel (uranium) has almost
quadrupled in the past 2 years so that the supply of
domestic uranium is anticipated to be extremely tight
by 1980 so as to cause an increase in the price of such
fuel; however, nuclear generation may economically
supply a portion of entities' generation requirements;
and
(q) Transmission planning studies cannot be refined
until final generation plans have been completed and
sufficient information has been assembled to enable
preliminary transmission arrangements to be developed
and additional study is required in connection with
such transmission plans; and
(r) Transmission costs involve the computation of
mileage as well as the number of substations which
would be required; and
(s) The planning of the expansion of electric generat-
ing facilities in the magnitude being considered by the
parties requires an identification of potential water
resources which might be utilized for plant cooling,
the specific type of cooling system for which the plant
is designed determining to a large extent the cooling
requirements since the total water makeup requirements
could generally be expected to be between 1/2 and 1
gallon per kilowatt hoer for evaporative and blowdown
bases; and
(t) The range of water utilization would also depend
upon whether the plant utilized water for its coolingg
systems or whether dry towers were used where water to
utilized only for boiler blow-down, and the variables
involved in the utilization of cooling water requirements
indicate additional capital cost or annual operating
cost would vary so that a study is needed in order to
determine which is the most economical for the parties;
and
-4-
(u) Power flow analyses are needed in order to deter-
mine transmission requirc,.ients, and environmental and
economic considerations require the opportunities for
joint planning and coordinated development of trans-
mission with other area utilities; and
(v) The question arises whether combustion turbines
should be added so as to relieve a portion of thu
deficiency in capacity and energy for the period of
1978 through 1982 even with the increasing cost and
reduced availability of natural gas ant liquid petroleum
fuels but it would be feasible to further investigate
to determine if the combustion turbines could be used
as the initial building block for the installation of
combined cycle generating fa^ilittes, but the type of
combustion that should be used will vary with the
amount of time per year that it will operate. The
approach of adding a combustion turbine with an existing
unit requires detailed analysis so that consideration
may be given to the anticipated life of the existing
equipment in connection with the cost analysis which
must be developed, and it further appear:; that steam
pressure and temperature conditions for existing turbines
would affect the approach and cost that would be used;
and
(w) The delegation of dispatch responsibility for the
resources of the parties to a central coordination
center would be an improvement in the overall economics
of operation although local conditions such as minimum
load restrictions on units, limitatiuns on incoMing
transmission line or transformer capabilities, and the
need to operate generation for voltage support might
place some constraintants on dispatching; and
(x) Each entity will receive a benefit from the expenditures
which are to be made and for the services and work to
be performed under the provisions of this cuntcaeL
since (1) each of the engineering studies are needed in
order that an informed judLccnt may be made as to the
extent that this entity should proceed with the proFosed
joint endeavors, and such studies will also give this
governing body the information chat is needed with
respect to some of its own operatiens so improvemerts
in procedures may be perfected, and (2) it is necessary
to acquire and develop new fuel sources which may be
used and utilized for generation, and it is essential
that a fuel supply be obtained and developed prior to
the determination of the location of proposed generating
units, and (3) the construction of toX interconnection
with the private utilities and the transmission lines
to be constructed are needed to provide capabilities of
exchanging electric capacity and energy between entities,
and (4) storage facilities for an emergency fuel (in
the event of natural gas curtailment) are needed, and
(5) feAsibility studies must be made for the purpose of
obtaining financing for some of the above mentioned
facilities; and
(y) A nationally recognized consulting engineer has
extensively studle•1 the alternatives of independent
and joint action it obtaining generating and trans-
mission and developed estimates of the costs of both
which show savings ranging from $5(,000,000 to
$1,013,000,000 over the period from 1983-1994 due to
5
I
IM
joint efforts.
The governing body of Brazos specifically finds:
(i) the foregoing facts are true and recognizes that
a joint effort with the other entities is the best
course of action in meeting its power supply and transmission
requirements for the future; and
(ii) that the benefits to be received by such entity
will be in excess of the costs which it is obligated to
pay hereunder (particularly since such costs are to be
shared by others); and.
(iii) the engineering studies proposed to be made
hereunder relate to facilities which are required in
order for the electric light and power system of
Brazos to provide efficient service; and
(iv) the improvements proposed to be constructed or
acquired by the Agency hereunder are needed to insure
that electrical energy ma be made available for use
and distribution by the electric light and power
system of Brazos and thereby provide adequate service
to the customers of Brazos' distribution system.
In the making of finds herein, the parties are setting
forth a portion of the reasot.s for the execution hereof, and
the same are not to be considered as representations upon
which thin: parties have any right to rely without independent
verification.
SECTION 1.02: The parties signatory, in recognition of
the facts setrrorth, believe there is a need for immediate
steps to be taker, in the planning of a cooperative endeavor
under the provisions of Article 1435x, V.A.T.C.S. as well
as the necessity for immediate steps to be taken In the
development of an adequate fuel supply for the proposed
generating facilities.
ARTICLE II
SECTION 2.01: In connection with its rindertakings
hereiinnder`, Brazos represents as follows:
(a) In its capacity as a corporation under the laws
of the State of Texas, it is empowered under
applicable laws to enter into the engagements
prescribed for it under this agreement and to
perform all obligations which may result therefrom
and its governing body has duly authorized execution
of this agreement.
(b) It will timely pay to the Agency the full amount
it is required to pay under the provisions of this
contract.
1 (c) That it will (i) plan, construct, maintain and
finance its electric transmission and distribution
system, and (it) set and collect rates to customers
for electric service adequate to meet its obligations,
including those hereunder.
I
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l
SECTION 2.02: Agency and Brazos represent and agree
that ttie 'I xas TWjwer Pool, Inc. will:
(a) prepare comprehensive plans for the generation
of capacity and energy and the transmission thereof
to mutually agreed upon load centers. The planning
shall be comprehensive in nature, shall consider
the sources of fuel and water, uses thereof,
recycling, pollution sources and pollution abatement
techniques;
i
(b) join in the performance of planning functions and
enter into planning agreements for such term and
upon such conditions as may be deemed desirable so
as to provide coordinated planning on an area-wide
scale;
(c) evaluate the planning as facilities are completed;
(d) coordinate and monitor the design, construction
and operation of joint facilities;
(e) coordinate and monitor the economic dispatching
of generating facilities;
(f) provide accounting and cost allocation for above
activities.
ARTICLE III
SECTION 3.01: That Brazos and the Agency have executed
a Pre m nary-Fazticipation Agreement dated as of the same
date as this instrument, outlining the scope of the initial
project and the responsibilities of the parties thereinunder
and this contract is one of those which Section 8.12 contemplates
will be executed simultaneously and be a part of such
agreement.
SECTION 3.02: Any study made, including all preliminary
and final reports, as a result of this contract shall be
made available to Brazos. Any facilities constructed or
acquired pursuant 'to this contract during their useful life,
shall be the property of the Agency but shall be available
for use by each city, subject to a charge for maintenance
and operating expenses (based upon the percent rif the
capacity used) of such facility while being so utilized.
Any int9reat in land or fuel obtained as a result of
expenditures made pursuant to this contract shall be and
remain the property of the Agency, and fuel shall be made
available for use in the generation of electric energy as
contemplated by the remainder of this Section.
The parties hereto recognize that the purpose of this
agreement is to provide for certain preliminary expenses of
the Agency with the view that the Agency will be in position
to acquire and construct (and provide fuel for) additional -
electric generation facilities so as to provide electric
energy to the cities and Brazos.
For and in consideration of the agreements of the
cities and Brazos contained in the contracts being simultaneously
executed, the Agency has and does hereby agree to deliver to
1
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Brazos and the cities energy produced by the electric generating
facilities that the Agency may hereafter acquire, utilizing
the fuel acquired under the provisions hereof, Bub;ect to
the limitations of this Section.
The amount of electric eutergy made available to Brazos
(and Lo each of the cities under the contract mentioned) at
the bus bar of the Agency's generating facilities shall be
that amount of electric energy the value of which equals the
amount which has been paid by the cities and Brazos, respectively,
as debt service payments,
Such value of electric energy shall be determined on
the basis of cost of service studies with regard to producing
such energy (as determined by a registered professional
engineer employed by the Agency).
In the event the Agency does not acquire a generating
facility capable of utilizing the fuel acquired hereunder,
the Agency, upon the sale of such fuel, shall credit Brazos
and each of the cities with the proportionate share of the
receipts from such sale (based upon debt service payments
made by each such contracting party).
ARTICLE IV
SECTION 4.01: As used in this instrument, the term
"debt oT-tE_e Agency" means the principal of, interest on,
reserve fund for, and any applicable redemption premium with
respect to the initial series of bonds of the Agency known
as 'TEXAS MUNICIPAL POWER AGENCY REVENUE BONDS, SERIES
1975," dated September 15, 1975, to be authorized in a principal
amount of not to exceed $10,625,000. The term does not
include any bonds or other obligations issued for the purpose
of refunding, cancelling, and trL lieu of such Series 1975
bonds. The partie.+ contemplate that a new contract will be
executed in the event such Series 1975 bonds are refunded or
if additional bond obligations are issued by the Agency
which pledge any income, revenues or payments received from
Brazos by the Agency.
SECTION 4.02: For and in consideration of the under-
takings of ti'Xgency, Brazos agrees it will, make payments
of the following payments:
(a) To the Texas Power Pool, Inc. - an amount of
money, which is the subject of another instrument,
for the payment of Brazos' part of the overhead or
maintenance and operating expenses of said Corporation.
(b) To the Agency - a debt service paymant - an amount
to be used by the Aggency only for the amortization
of the debt of the Agency which debt service
payment shall be in the amounts and paid on or
before the time shown, to wit-
9-13-76 through 8-15-77 $39,n99,42
9-15-77 through 6-15-78 41,458.75
9-15-78 through 8-15-79 41,479.58
9-15-79 through 8-15-80 35,479.17
9-15-80 through 8-15-81 35,250.00
9-15-81 through 8-15-82 35,416.67
.9-15-82 through 8-15.83 35,416.67
9-15-83 through 8-15-84 359250.00
9-15-84 through B-15-85 2,253,91
$301,104.17 x 12 $3,613,250.04
-B-
plus 25% of the fees of the paying agent bank (for the
payment of the principal of and interest on the bonds on the
next interest payment date) shall be paid on or b(1ore
February 15 and August 15 of each year upon being, invoiced
by the Executive Director of the Agency,
(c) In the event Brazos exercises its option to purchase
a total undivided interest in the project (so as
to increase the percentage of ownership from 3%
up to 409'.), it is provided that an adjustment
will be made so that Brazos will be obligated to
pay an amount equal to 25% of the debt service
requirements (principal of, interest on and reserve
payments) of the Agency's bonds, provided, however,
that when thi ownership interest of Brazos is
equal to 20% of the undivided interest in the
project, the percentage of such debt service
requirements shall be reduced in accordance with
Exhibit B attached to the Preliminary Participation
Agreement.
The debt service payments under this contract shall
cease and terminate when thu debt of the Agency is paid,
refunded, or refinanced.
SECTION 4.03: Should Brazos fail to make any payment
at the times erein specified, interest on such amounts
shall accrue at the rate of ten per centum (10`7.) per annum
irom the date such payment becomes due until pgid in full
with interest as herein specified. In the event such payment
is not made within sixty (60) days from the date such payment
becomes due, the Agency may institute a proceeding for a
mandamus or mandatory injunction requiring the payment of
the amount due and interest thereon, such action to be
instituted in a court of competent jurisdiction.
SECTION 4.04: The payments required to be made by
Brazos under Tie-terms of this contract shall be due and
payable as herein specified, and Brazos shall have no right
of setoff, recoupment or counterclaim against such payment.
SECTION 4,05: (a) Brazos represents and covenants
that, otrier t aan those payments made from other funds legally
available and reasonably assured for the purpose, all payments
to be made by it hereunder shall constitute 'operating
expenses" of its electric system.
(b) Brazos further agrees to fix and collect such
rates and charges for such utility services to its customers
as will, in combination with any other funds legally available
and reasonably assured for the purpose, make possible the
prompt payment of all expenses of operating and maintaining
its utility system and all payments contracted hereunder,
SECTION 4.06: The Agency may pledge all or part of the
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1
i
payments Lo be received from Brazos under this agreement to
the payment of. the debt of the Agency (as such tern is
defined to Section 4.01).
ARTICLE V
SECTION 5.01; The obligation of Brazos to promptly
make all prescriged monthly payments shall commence on the
date specified in Section 4.02 and continue to be made on
the dates therein specified while the debt of the Agency is
outstanding.
It is contemplated that contracts will be executed by
and between the Agency and each of the Cities of Bryan,
Denton, Garland and Greenville, as well as betvreen the
Agency (or its Agent) and the Brazos Electric Power Coopera-
tive; that the combined payments to the Agency by reason of
such contracts will be adequate to provide for the payment
of the debt of the Agency during the time the same is outstanding.
At such time as (1) the Agency (or its Agent) has
executed contract of such import, and (2) copies therof
have been filed with this entity, and (3) an official of the
Agency certifies that in his opinion such contractual obligation
meets the req:iirements of the preceding sentence, this
contract shall be fully operative and in force. wf,en this
contract is fully operative and in force, the obligation of
this entity to make the payments herein prescribed shall be
ausuiute, unconditional and 110t subject to revocation or
diminution in any manner.
This entity does not assume by the execution hereof any
obligation to pay any amounts to the Agency or others other
than as herein [and in the contract mentioned in Section
4(a) hereof by and between this entity and the Corporationj
provided. Specifically, this entity does not guarantee the
payments of any amounts due from other entities, the sole
purpose of the preceding paragraph being to give assurance
to Brazos that the other entities have joined in the cooperative
endeavor prior to creation of the obligation of this entity
hereunder.
SECTION 5.02: Subject to the provisions of Section
8.14 of-E7ie-Preliminary Participation Agreement, this contract
may be changed and modified only with the consent of the
governing bodies of Brazos and the Agency. Such modification
may be requested by either of such parties, in which event a
joint meeting of the governing bodies or of their duly
authorized and appointed representatives shall be held not
less than fifteen (15) days after the giving of such notice.
At such joint meeting the suggested changes or modifications
shall be considered, discussed and settled, No such change
or modification may be made which will affect adversely the
payment when due of all monies required to be aid by Brazos
under the terms of this contract and no such changge will be
I effective which affects adversely or causes a ~.1olation of
any covenants contained in the resolution or order authorizing
the issuance of the Agency's bonds.
If for any reason Brazos may desire additional studies,
services or the construction of any additional facilities
and --sme are within the legal and economic capabilities of
the Agency, pro~:ieion therefor shall be made by means of a
f supplement hereto, the terms of which are to be negotiated
1
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between Arbzos and the Agency. *'ithing herein shall restrict
the power of the Agency to enter into additional contracts
with additional contracting parties provided the revenues of
this contract are riot pledged or hypothecated in any manner
thereunder.
SECTION 5.03: Brazos and the Agency agree that the
other party or the Corporation, or either, may (when permitted
by existing easement) have such easements over any easements,
right-of-way or property held by the other party so that
facilitie^ and required equipment may be appropriately
provided.
SECTION 5.04: Any notice, request, demand, statement
or bill Nroviu u-for in this agreement shall be in writing
and shall be considered to have been duly delivered when
sent by registered mail, addressed as follows:
Agency: Texas Municipal Power Agency
Forest Part Center
7111 BosgUL Blvd.
Waco, Texas 76710
Attention: Executive Director
Brazos: Brazos Electric Power Cooperative, Inc.
2404 La Salle Avenue
Waco, Texas 76701
Attention: Executive Vice Pres. and
Gen. Manager
as the case may be, except that routine communications may
be sent by ordinary mail and except that either party, by
the filing of an appropriate written notice to the others,
may specify some other individual to whom communications
thereafter are to be addressed.
SECTION 5.05: The Agency covenants that it will
enforce t e oblgfgations of Brazos hereunder (as well as any
obligations contained in similar contracts with any additional
contracting party) as may be required to accomplish the
purpose of this contract. Either party may enforce any
obligations hereunder owed by it by the other party.
SECTION 5.06: The Agency and Brazos agree that in
the event of GTault or threatened default in the payment o:
principal of or interest on the debt of the Agency, any
court of competent jurisdiction upon petition of the holders
of 25% of the principal amount of the then outstanding bonds
of the Agency shall appoint a receiver with authority to
collect and rective all resources pledged to the debt of the
Agency, enforce all rights arising from default, if any, by
Brazos or additional contracting arty, in making payment
under the agreement, employ and discharge agents and employees
of the Agency, take charge of the pledged funds on hand and
manage the proprietary affairs of the Agency without consent
or hindrance by the Agency. The court may further vest the
receiver with such powers end duties as the court may find
necessary for the protection of the holders of the bonds.
SECTION 5.07: The parties hereto agree that if any of
t1a provieion-s-o-r this contract contravene or be held invalid
under the laws of this State, same shall not invalidate the
whole agreement but it shall be construed as though not
containing that go provision and the rights and
obligations of the parting :hall be construed and in force
accordingly.
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IN WITNESS WHEREOF, the parties hereto, acting under
authority of their respective governing bodies, have caused
this contract to be dul} executed in several counterparts,
each of which shah constitute an original, all as of the
day and year first above written.
BRAZOS ELECTRIC COOPERATIVE, INC. TEXAS MUNICIPAL POWER AGENCY
By President, oar o rectors By. - Tr-e Tidi:nt, Fo 'arT -oT-
Directors
ATTEST: ATTEST;
ecretdry, Bvaru v D rectors ecretary, rar o rectors
(Seal) (Seal)
THE STATE OF TEXAS 9
COUNTY OF S
BEFORE ME, the undersigned authority, in and for the said
County on this day personally appeared ,
President of the Board of Directors of the Brazos Electric
Cooperative, Inc., known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be
the President of the Board of Directors of the Brazos Electric
Cooperative, Inc., and acknowledged to me that he executed
the same for the purpose and consideration therein expressed
and in the capacity therein stated as the act and deed of
said Brazis Electric Cooperative, Inc.
GIVEN UNDER MY BAND AND SEAL OF OFFICE this the day
of 1975.
Notary Public,
County, Texas
(Notary Seal)
THE STATE OF TEXAS ;
COUNTY OF
BEFORE ME, the undersigned authority, in and for the said
County on this day personally appeared ,
President of the Board of Directors of the Texas .un c pal
Power Agency, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be
the President of the Board of Directors of the Texas Municipal
Power Agency, and acknowledged to me that he executed the same
for the purpose and consideration therein expressed and in the
capacity therein stated as the act and deed of said Texas
Municipal Power Agency.
OIVEN UNDER MY NAND AND SEAL OF OFFICE this the day
of , 1975.
Notary Public,
County, Texas
(Notary Seal)
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: - Draft No. 8
9-18-75
PRELIMINARY PARTICIPATION AGREEMENT
1. PARTIES: The parties to this agreement are: 'texas
Munic pi-al-Fower Agency (hereinafter called "Agency"), the
Brazos Electric Power Cooperative, Inc. (hereinafter called
"Brazos"), and the Texas Power Pool, Inc. (hereinafter
I called the "Corporation").
2. RECITALS: The Agency and Brazos, believing that electric
generatt on and transmission facilities jointly constructed,
acquired and owned by them and operated for their benefit
wi.l (1) produce substantial economies by reason of economy
of scale, and (2) lessen the environment impact, desire to
enter into this Preliminary Participation Agreement for pre-
liminary planning and investigation of the projects (as
herein set forth) in order for such parties to make a final
determination that the economies of joint action warrant
such cooperative endeavors and such parties have determined
that the construction of some transmission facilities and
the acquisition of a fuel oil terminal would be advantageous
as initial projects.
The Agency and Brazos recognize that the implementation
of a part of their understanding with each other can be
accomplished by their designation of a third party, the
Corporation, as the instrumentality through which some of
the administrative matters (as distinguished from policy
matters) may be best accomplished.
3. AGREEMENT: The parties recognize that the Agency must
comply w~tTie provisions of the Internal Revenue Code in
order that the interest on the bonds issued by it will be
exempt from Federal income taxes (not industrial development
bonds) and that Brazos must comply with the applicable rules
and regulations of Rural Electrification Administration. No
provisions of this or any subsequent contract shall be
construed as requiring any action to be taken by any party
which would cause such party to be in contravention of any
applicable laws, rules or regulations with which such
party must comply. In consideration of the mutual covenants
herein, the parties agree as follows:
4. DEFINITIONS: The following terms, when used herein,
shall avT`e the meanings specified:
Agency - the Texas Municipal Power Agency heretofore
created (by concurrent ordinances of the Cities)
as a municipal corporation and a political sub-
division of the State of Texas,
Brazos - The Brazos Electric Power Cooperative, Inc.,
a non-profit corporation organized and existing
under Article 1528x, V.A.T.C.S.
cities - The incorporated municipalities (each being
a home rule cite) which created the Texas Municipal
Power Agency; i.e., the City of Bryan, the City of
Denton, the City of Garland the City of Greenville,
each being located wholly within the State of Texas.
construction work - All environmental impact studies,
site evaluation, acquisition of the project,
engineering, design, construction, contract prepara-
tion,supervision, expediting, inspection, and
acquisition of land and rights-of-way for a
project.
construction work liability - Liability of one of the
parties hereto for damage sufferrd by anyone other
than a party to this Agreement which arises out of
-1
construction work and is not discharged by
project insurance, and is not the result of willful
action.
Corporat'oii the Texas Power Pooi, hit., a non-profit
corpor.ilion heretofore created order tine Constitution
and Saws of the State of Texas. The corporation
is not a participant.
economic dispatch - Tt,e allocation of the total genera-
tion required of the pool to alternate available
sources in order to achieve the best possible
pool economy consistent with safe, effective oper-
ation. (Factors to be considered in determining
the best possible economies Cnclude line losses,
generator efficiencies, fuel costs, load limits of
generators, transmission line load limits, purchase
power costs, and fuel, generation, and purchased
power contractual obligations.)
engineering studies - Those studies which the Cities have
requested the Agency to obtai7 (which are further
idenrific-d in Section 6.3 hereof); which Brazos
also wishes to obtain (and which the Agency and Brazos
direct be performed in Section 6.3 hereof).
FPC Accounts - The accounts prescribed by the Federal
Power Commission's "Uniform System of Accounts
Prescribed for Public Utilities and Licensees
(Class A and Class B)" in effect as of the date hereof,
as such system of accounts may be amended from time
to time as maintained in accordance with generally
accepted accounting principles.
isolated points - a location at which power and energy
from a transmission or distribution system of one
entity is delivered as purchased power at the
distribution system of another entity, or to one
of its members, subsidiaries or customers.
land real estate or interest therein (including the
right to mine, mineral interests or options to
purchase).
ownership interest - The percentage interest of the parti-
cipants in the project. Each participant's per-
centage interest shall be equal to such participant's
ownership in the project at the applicable time
as contemplated by this Participation Agreement.
participant - A party hereto or other entity acquiring
an interest in the project in accordance with
this Participation Agreement.
project - (1) The acquisition of fuel resources which an
engineer determine, would be suitable for use in
an electric generating unit, including all
preliminary or development expenses such as
drilling, logging, surveying, testing, analysis,
the acquisition )f land, minerals or any interest
therein, negotia:ions and all other expenses found
to be necessary or proper in the determinatior of
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whether the fossil fuel then under consideration
is commercially mineable in quantity and quality
and the acquisition of such fuel resources found
so to be; and (2) the engineering studies; and
(3) the construction of interconnection facilities;
the engineering studies and preliminary construction
expense (including right-of-way acquisition) for
the construction of the Olinger-Greenville
transmission line; communication facilities;
and (4) the acquisiton of storage facilites for
fuel oil (as an emergency fuel supply).
project agreements - This Participation Agreement, any
construction agreements and such other agreements
relating to the project, as the participants find
necessary or desirable to designate as project agree-
ments, as each of such agreements is originally
executed or as any of same may thereafter be su;,plemented
or amended.
project insurance - Polic..s of insurance to be procured
and maintained in accordance with Section 14 hereof.
project manager - The Participant or agent responsible
for the planning, construction and operation of any
project or a part thereof in accordance with this
Participation Agreement and the project agreements.
Under this Agreement, the project tanager for the
project shall be the Corporation or its assigned Agent.
station work - Operation, maintenance, use or repair of
the project (that part of the project described in
pare raphs (3) and (4) of the definition of such
term subsequent to the time of the operation thereof,
including, though not by limitation, all related
engineering, contract preF•.ration, purchasing,
supervision, expediting, inspection, accounting,
testing, management and protection.
station work liability - Liability of one or more of the
parties hereto for damage suffered by anyone other than
one of such parties which arises out of station work,
and is not discharged by project insurance, and is
not the result of willful action.
units of property - Units of property as describea in the
Federal Power C'ommission's "List of Units of Property
for Use in Connection with Uniform System of Accounts
prescribed for Public Utilities and Licensees" in
effect from time to time.
willful action - (A) Action taken or not taken by one of
the parties hereto at the direction of its governing
body or board, which action is knowingly or intention-
ally taken or not taken with intent to cause injury
or damage to another.
(R) Artinn takon or not taken by an employee of one
of the parties hereto, which action is intentionally
taken or not taken with intent to cause injury or
damage to another and which action or non-action
-3-
is subsequently ratified by one of the parties hereto
employing such employee at the direction of its said
governing body or board.
(C) Willful action does not include intentional acts
or omissions of one of the parties hereto fcr which
one of the parties hereto is legally responsible
solely because of the master-servant relationship
between such party and its employees.
5. OWNERSHIP OF PROJECT:
5.1: The agency and Brazos shall acquire and, subject
to adjustments as provided herein, shall initially own an
undivided interest in the project as a tenant in common with
the other participant. Each party's respective undivided
interest being in the following percentages:
the Agency: 91%
Brazos: 3%
At the end of each fiscal year of the Agency, an audit
shall be made of the expenditures and payments to the Corpora-
tion or each other (in connection with the project) that
have been made by the Agency and Brazos. Such audit shall
be made by an independent certified public accountant approved
(prior to employment) by the Agency and Brazos. Wichin 30
days after completion of the audit, Brazos shall pay to the
Agency or the Agency shall pay to Brazos, any amount (plus
interest at the same effective rate of interest borne by
debt of the Agency) which the accountant finds is proper to
be paid so that the ownership in the project remains as set
forth herein. In the event the full amount due from one
party to the other is not paid (including interest thereon)
within such 30 dAV period, then the same shall be treated as
a transfer of a part of a pparty's interest in the project
under Sections 12.7 through 12.9 without the necessity of
compliance with Sections 12.1 through 12.6. For purposes of
this Section, the end of the first fiscal year of the Agency
shall be the first fiscal year that contains at least 12
months.
5.2: During the time the debt of the Agency (defined
in Section 8.12) is outstanding and for a period of 24
consecutive months thereafter, Brazos may purchase and
acquire from the Agency, and the Agency may sell and assign
to Brazos, additional total undivided ownership interest in
the project as a tenant in common so that the total undivided
interest of Brazos is equal to not more than 40%. It shall
be the duty of the Agency to apply moneys it receives from
such sale in the proper manner so the bonds is3ued by the
Agency will not be classed as "arbitrage bonds" so as to
make interest on such bonds subject to taxation in the hands
of the holder.
Brazos shall give the Agency 90 days notice of its
intent to exercise such option, which notice shall specify
the percentage of ownership which Brazos then proposes to
acquire. Upon the giving r.nd receipt of such notice:
-4.
(A) The parties shall proceed in good faith and with
due diligence to obtain all required authorizations and
approvals of such acquisition.
(B) The Agency shall obtain the release of any lien
encumbering the owmership interest which is the subject
of the transfer at the earliest practicable date.
(C) Brazos shall perform all of the terms and conditions
required of it to complete the acquisition of said
ownership interest.
The acquisition of the ownership interest by the
participant having elected to acquire the same shall be
fully consummated within seven (7) months following the date
upon which all notices required to be given under this
Article have been duly served.
The Agency represents and warrants that the execution
of this contract, including the granting of the option
herein provided has been approved by a weighted majority of
the Agency's Board as contemplated by the Rules and Regulations
of the Agency.
Only an undivided interest in the entire project may be
acquired, but the instruments of conveyance may make provision
for only a portion of such interest to be subjected to liens
of the Rural Electrification Administration if so required
by such Administration.
5.3: The option price to be paid by Brazos shall be
calculated as follows:
(a) the cost of the project shall be determined to the
date of the payment of the option price.
(b) the cost of the project (as so determined) shall
be multiplied by the percentage of ownership to be acquired
by Brazos (as specified in the notice of exercise of the
option).
(c) Brazos shall receive credit for principal payments
made by Brazos on the debt of the Agency as well as a propor-
tionate share of payments made to the reserve fund created
for the security and payment of the debt of the Agency. The
extent to which such credits shall be available is set forth
in Exhibit A hereto, which exhibit illustrates the manner in
which such credits shall be computed.
Unless otherwise agreed by the parties, the cost of the
project shall be determined by a certified public accountant
selected by the parties.
5.4; Upon payment of the option price in cash, Brazos
shall receive title to and shall own the interest as a
tenant in common, subject to the same rights, duties and
obligations as are applied by this Agreement and any other
existing agreements to the interest being transferred in the
hands of the transferring participant.
6. PROJECT MANAGER:
6.1: Each participant hereby appoints the project
manager as its agent, and the project manager shall undertake
as agent for the participants the responsibility for (1) the
performance and completion of the station work required by
this Participation Agreement, and (2) the completion of the
studies required hereunder, and (3) fuel development as
contemplated by this Agreement. The Corporation agrees to
assume the responsibilities imposed upon it by this Agreement.
6.2: Subject to this Participation Agreement, the
project manager shall:
(A) Provide for and obtain all studies (including
environmental impact studies and preliminary safety
aialyses), permits and licenses necessary for the
construction and operation of the station work and
utilization of fuel obtained under the fuel development
program herein contemplated.
(B) Acquire the right-of-way or plant site for the
station work in accordance with the parameters set
forth in Section 19 hereof, and fuel supplies, such
acquisition to be for the initial benefit, and at the
cost, of the participants in the proportions set forth
in Sec' ion 5.
(C) Supply the participants with copies of all studies
made, license and permit applications filed and licenses
and permits obtained.
(D) Obtain bids and negotiate proposals for the work
to be done and studies completed which are necessary
for the performance and completion of the project.
(E) Obtain bids and negotiate proposals from contractors
for the performance and completion of each component of
construction work.
(F) Furnish participants with duplicate original
copies of all contracts with the contractors, subcontractors
and vendors.
(G) Arrange for the placement of project insurance
pursuant to Section 14 hereof.
(K) Investigate, adjust, and settle claims arising out
of or attributable to construction work or station
work, including but not limited to any claim resulting
from death or injury to persons or damage to property
for which payment shall not be made on account of valid
and collec~11a project insurance or other valid and
collectible insurance, and present and prosecute claims
against any insurer or other party for losses and
damages in connection with construction work or station
work. The terms of this Section shall not include
-6-
claims involving willful action by the project manager.
The authorization from the Agency and Brazos shall be
obtained by the project manager before any claim or
combination of claims arising out of the same transaction
or incident is settled for more than One Thousand
Dollars, or the amount of any project insurance deductible,
whichever may be greater.
(1) Assist any insurer in the investigation, adjustment
and settlement of any loss or claim.
(J) Administer and enforce contracts in the name of
the project manager as agent for the participants.
(K) Comply or require compliance with (i) any and all
laws and regulations applicable to the performance of
construction work or station work, and (ii) the terms
and conditions of any contract relating to construction
work or station work.
(L) Expend the funds advanced to the project manager
in accordance with the terms and conditions of this
Participation Agreement.
(M) Keep and maintain records of monies received and
expended, obligations incurred, credits accrued, estimates
of construction costs (excluding ad valorem taxes and
interest during construction) and contracts entered
into in the performance of construction work, and make
such records available for inspection by the participant
at reasonable times and places.
(N) Not suffer any liens in connection with construction
work or station work to remain in effect unsatisfied
against the project (other than liens permitted under
the project agreements, liens for taxes and assessments
not yet delinquent, liens for workmen's compensation
awards, and liens for labor and material not yet per-
fected); provided, however, that the project manager
shall not be required to pay or discharge any such lien
as long as the project manager in good faith shall be
contesting the came which shall operate during the
pendency thereof to prevent the collection or enforce-
ment of such lien so contested.
(0) Provide each participant with all necessary and
required records and information pertaining to the
performance of construction work, including a monthly
progress report.
(P) Keep each participant fully and promptly informed
of any known default under the provisions of this
Participation Agreement.
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(Q) As soon as practicable after the commencement of
construction work, furnish each participant with a
detailed forecast of total construction costs. Said
forecast shall be re•;ised and furnished to each parti-
cipant every three (3) months thereafter until completion
of construction work, provided, that any significant
changes in said forecast shall be submitted to each
participant as soon as practicable after such changes
become evident. In addition, and as soon as practi-
cable after commencement of construction work, furnish
each participant a detailed monthly forecast of each
participant's estimated expenditures for the succeeding
month for construction work, which said forecast shall
be furnished each participant monthly thereafter until
completion of construction work.
(R) Furnish each participant any information reasonably
available pertaining to construction work that will
assist said participant in responding to a request for
such information by any federal, state or local authority.
(S) Use its beat efforts in the performance of its
responsibilities hereunder to affect the completion of,
construction work.
(T) Keep each participant fully and promptly advised
of the major developments in connection with the performance
and completion of construction work.
(U) Conduct tests to verify that specified charac-
teristics of equipment items have been achieved and, if
necessary, make or arrange for final equipment modi-
fications to meet the specified requirements thereof.
(V) Obtain and enforce any and all customary warranties
on equipment, facilities, and materials furnished for
the project.
(W) Perform or cause to Le performed the station work
in accordance with generall; accepted practices in the
electric utility industry as such practices may be
affected by the design and operational characteristics
of such facilities,
(X) Execute, enforce, and comply with all contracts
entered into under this Agreement.
(Y) Purchase and procure the equipment, apparatus,
machinery, tools, materials and supplies and spare
parts necessary for the performance of station work;
however, the project manager shall obtain approval from
the A enc and Brazos for any purchase costing more
I than 120, GO.
(Z) Keep and maintain records of monies received and
i
I
•8-
expended, obligations incurred, credits accrued, and
contracts entered into in connect:`_on with the performance
of station work and mak; such records available for
inspection by the participants at reasonable times and
places.
(AA) Keep each participant fully and promptly advised
of major changes in conditions or other major develop-
ments which affect the perforr.,ance of station work, and
furnish each participant with copies of any notices
given or received pursuant to the project agreements.
(BB) Upon the request of any participant, provide such
participant a copy of any report, record, list, budget,
manual, accounting or billing summary, classification
of accounts or other documents or revisions of any of
the aforesaid items, all as prepared in accordance with
this Participation Agreement.
(CC) Establish, periodically review and from time to
time, revise and submit to Brazos and the Agency for
review and approval the following information:
Safety procedures for the protection of personnel,
for removing equipment and systems, including clearance
procedures for removing equipment from service for
inspection, test and maintenance.
(DD) Administer and enforce all project agreements with
third parties relating to station work.
(EE) Maintain plant chartq and operating records on
joint project as may be required for reporting to
regulatory agencies having jurisdiction.
SECTION 6.3; The work to be done by the Corporation,
either FrougFTts own representatives or authorized agEnts
or under contract with others, by virtue of this contract is
as follows:
(a) Fuel development:
Bryan lignite:
drilling, logging, coring, surveying,
testing and analysis to accurately
determine the quality and quantity of
the lignite deposits; acquisition of
land or interest therein.
The Corporation shall retain such geologist
or fuel consulting firm (either or both)
as in its judgment is required to make
appropriate determinations (based on
such drilling, logs, corings, surveys
and analysis) as to whether wich lignite
deposits ,ire of commercially mineable
quality P.nd quantity. The Corporation shall
utilize Mond proceeds only for the
acquisition of land or interest therein
as meet the criteria established by
such geologist or consultants.
The estimated budget submitted by the
Agency and Brazos as gguidelines for such
proposed operation being as follows:
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I 1 I. I
Estimated Snort Term Item Estimated Cost
Paul Weir Studies $ 226,500
Aerial Surveying 95,000
Drilling and geological analyses 184,000
Land men 95,000
Lease options 40,000
Leases of land 50,000
Purchase options 25,000
Purchases of land 3,600,000
Lease conversion bonus 105,000
Geologist lease conversion fee 150,000
Preliminary engineering studies 100,000
Environmental and air quality studies 150,000
Legal evaluation of deed, titles 50,000
Testing of cores, samples 35,000
Miscellaneous 100,000
$5,571,500
Other lignite:
drilling on exploratory basis and pre-
liminary leasing (under terms and conditions
sindlar to th...~e set forth with respect to Bryan
lignite)
$ 150,000
Western coal:
negotiations and minor development expenses
in order to determine availability of
coal as a fuel supply.
$ 25,000
(b) Engineering Studies:
Combustion turbines
Evaluation of alternates
simple cycle combustion turbinca
regenerative cycle combustion turbines
combined cycle generation
combustion turbines connected to
supply waste heat to older existing
units
negotiation of firm power purchase
contracts with other suppliers of
electric energy.
Preparation of feasibility study for financing
$ 50,000
Economic Dispatch:
Tests on performance of generating units of
the cities of Bryan, Denton, Garland, Greenville
and the Brazos Electric Power Cooperative, Inc.;
study of existing power pools; studies in
engineering accounting, computer analysis
on accounting criteria; operating guidelines
and personnel.
$ 107,000
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Comanche Peak Nuclear Plant:
Engineering study on feasibility of 10%
participation in the plant.
$ 50,000
Village Bend Pumped Storage:
Project investigation under application hereto-
fore sppr.3ved by the Federal Power Commission,
Phases lA and 1B only (the work prior to
Project Evaluation Report).
$ 125,000
Microwave Communications System:
Path and site location studies and contruction
of the facilities,
$ 550,000
Transmission Planning Studies:
Evaluation of alternate transmission plans.
$ 40,000
Texas Interconnected System Studies:
Gathering of data on load flow, short circuit,
power transfer, stability, etc.
$ 5,000
Fuel Studies:
Development of a fuel management study,
(quantities consumed, usage patterns etc.)
by compl-ter analysis.
$ 10,000
Cost of Service Studies:
A detailed sLUdy of all costs involved in
the generation and Lransmission of capacity
and energy.
$ 4,000
(c) ConsLrucLiun:
lnturcunnuetikill Willi private utilities,
$1,084,000
Olinger-Greenville Transmisslon line -
additional connection of Greeneville and Garland
for emergency powui : engineering and pre-
liminary cons u•ucllon expense.
$1,000,000
(d) Acquisition of storage FaciliLies for r,il (emergency
fuel supply).
$ 450,000
-il-
6.4: The amounts hereinabove set forth are those which
the Agency and Brazos feel are proper amounts for the purposes
set forth; that the amounts shown are the approximate anticipated
expenditures through June, 1976.
6.5: It shall be the duty of the Corporation to amplify
a project budget of proposed capital expenditures (for the
purposes mentioned in Section 6.3) as may be required by it
so as to insure the foregoing project is accomplished, and
the transfers of money from one item to another may be made
by the Corporation, but no more than 25% of the amount
budgeted for one budget item in excess of $50,000 nor more
than 50% of the amount budgeted for one item of $50,000 or
less, may be transferred to one or more other items without
approval of such transfer by the weighted majority of the
Agency's Board as contemplated by the Rules and Regulations
of the Agency and the governing body of Brazos.
6.6: Any study made, including all preliminary and
final reports, as a result of this contract shall be made
available to Brazos and the Agency. Any facilities constructed
or acquired pursuant to this contract during their useful
life, shall be the property of the participants but shall be
available for use by them, subject to a charge for maintenance
and operating expenses (based upon the percent of the capacity
used) of such facility while being so utilized.
Any interest in land or fuel obtained as a result of
expenditures made pursuant to this contract shall be and
remain the property of the participants, and fuel shall be
made available for use in the generation of electric energy
as contemplated by the remainder of this Section.
The parties hereto recognize that the purpose of this
agreement is to provide for certain preliminary expenses of
the participants with the view that the participants will be
in position to acquire and construct (and provide fuel for)
additional electric generation facilities so as to provide
electric energy to the participants.
For and in consideration of the agreements of Brazos
and the cities contained in the contracts being simultaneously
executed, the Agency has and does hereby agree to deliver to
Brazos and the cities energy produced by the electric generating
facilities that the Agency may hereafter acquire, utilizing
the fuel 3c uired under the previsions hereof, subject to
the limitations of this Section.
The amount of electric energy made available to each of
the participants at the bus bar of the generating facilities
shall be proportionate to their ownership interest.
In the event the participants do not acquire a generating
facility capable of utilizing the fuel acquired hereunder,
the participants, upon the sale of such fuel, shall credit
the participants with the proportionate share of the receipts
from such sale (based upon their ownership interest).
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R
7. CONSTRUCTION COSTS:
7.1. Construction costs shall consist of payments made
and obligations incurred (other than obligations for interest
during censtruction) for the account of construction work
and shall consist of, but riot be limited to, the following:
(A) All costs of labor, services and studies performed
in connection with construction work, if authorized and
approved as provided herein.
(B) Payroll and other expenses of the project manager's
employees while performing construction work, including
properly allocated labor loading charges, such as
department overhead, time-off allowances, payroll
taxes, workmen's benefits and employee benefits.
(C) All components of construction costs, including
overhead costs associated with construction (excluding
any allowance for the project manager's administrative
and ge,-ieral expenses), costs of temporary facilities,
land a.nd land rights, structures and improvements, and
equipment for the station work, in accordance with FPC
Accounts.
(D) All costs and expenses, including those of outside
consultants ar-d attorneys, incurred by the project
manager for construction and operating certificates,
licenses and permits, and with respect to environmental
laws, rules and regulations, to land and water rights,
to fuel requirements and supply and the acquisition
thereof, and to the preparation of agreements relating
to construction work with entities other than the
participants or the Cities,
(E) Applicable costs of materials, supplies, tools,
machinery, equipment, apparatus, initial spare parts,
construction power and construction water in connection
with construction work, including rental charges.
(F) All costs of construction insurance, all costs of
any loss, damage or liability arising out of or caused
by construction work which are not satisfied under the
coverage of construction insurance, and the expenses
incurred in settlement of injury and damage claims,
including the costs of labor and related supplies and
expenses incurred in injury and damsge activities (all
as referred to in FPC Account 925), because of any
claim arising out of or attributable to the construction
of station work, or the past or future performance or
nonperformance of construction work, including but not
limited to any claim resulting from death or injury to
persons or damage to property.
I
-13-
(G) All federal, state or local taxes of tiny character
imposed upon construction work, except any tax assessed
directly against an individual participant unless such
tax war, assessed to such individual participant or
behalf of both participants.
(H) All costs and expenses of enforcing or attempting
to enforce the provisions of construction insurance
policies, payment and performance bonds, and warranties
extending to project facilities.
7.2: In cases where the allocation of a cost item is
made between construction work and any other work, such
allocation shall be made on a fair and equitable basis in
accordance with established accounting procedures.
7.3: The project manager shall use the FPC Accounts to
account for construction costs in the final completion
report and any supplement thereto.
8. ADVANCES AND PAYMENTS TO PROJECT MANAGER; COVENANTS OF
PARTICIPANTS:
-B:T-.-The participants shall, during the course of and
until the final completion of construction work, advance to
the project manager such funds as shall enable him to pay
construction costs estimated to become due within 30 days.
During the course of construction work, each participant
shall advance funds to the construction account to cover
estimated construction costs t3, proportion to its percentage
of ownership in the project.
8.1: During the course of the development of fuel
resources and during the time engineering studies are being
made, the participants shall advance to the project manager
such funds as shall then be required to be disbursed within
the ensuing 30 days (as shown oii the budget for the proposed
expenditures) and such advances shall be made by the parti-
cipants in proportion to its percentage of ownership of the
project.
8.3: Funds shall be advanced by the partici}ants to the
project manager in response to a request for funds within
five (3) working days after receipt by such participant of
the request for funds. Fundu on hand will be invested to
the maximum extent possible. Net earnings or losses will be
allocated to the participants on the baste of funds ad-
vanced. Funda shall be requested c.- r3ar to the date such
funds are required by the project manager as is practical
under the circumstances.
8.4: The sum of the advances by the participants hereunder
shall not exceed 100 percent of the total project costs
estimated to be expended during the period specified in the
request for funds.
8.33 Funds not advanced to the project manager on or
before the due date specified in Section 8.3 hereof shall be
payable with interest at the rate of 10% per annum.
8.6: If a participant shall dispute any portion of an
amount specified in a request for funds, the disputant shall
make the total payment specified in the request for funds
under protest as provided in Section 16,4 hereof.
,.7: 'When the total end final project costs have been
incurred and calculated, each participant shall pay any
deficit between total advances made by it and its share of
•14-
said total and final project costs or shall be reimbursed
for any credit between said total advances made by it and
its share of said total and final project rusts by the other
participant.
i
8.8: In order to accomplish the purpose and intent of
the parties as expressed herein, the Agency agrees and
covenants with Brazos that to the extent it may legally do
so:
(a) The Agency will not hereafter make any expenditure
of funds for the purpose of constructing or acquiring additional
electric generating capabilities unless:
(1) it has obtained the approval of the same as a
joint project from the governing bodies of Brazos,
and the Corpora Lion, or
(2) the governing bodies of either Brazos or the
Corporation fail to approve the same as a joint
project for a period of 90 days after written
notice is given to them by Brazos
that the Agency wishes to proceed with the project.
(b) The Agency r:,11 not hereafter make any expenditure
for the purpose of constructing or acquiring additional
transmission facilities which will interconnect with any of
the facilities of the Cities or any joint projects which are
primarily for transmitting power to Brazos or the Cities
unless:
(1) it has obtained the approval of the same as
a joint project from the governing bodies of
Brazos, and the Corporation, or
(2) the governing bodies of either Brazos or the
Corporation fail to approve the same as a joint
project for a period of 90 days after written
notice is given to them by Brazos
that the Agency wishes to proceed with the project.
(c) The Agency will not make any expenditure for the
acquisition of a fuel supply (other than natural ggas, oil,
diesel) for its electric generating facilities unless:
(1) it has obtained the approval of the same as
a joint project from the governing bodies of
Brazos, and the Corporation or
(2) the governing bodies of aithrr Brazos or the
Corporation fail to approve t',a r.ame as a joint
project for a period of 90 days after written
notice is given to them by the Agency or the
Corporation that the Agency wishes to proceed with
the project.
(d) The Agency will not hereafter enter a contract for
the pu:cchase by it of capacity or energy to meet load plus
reserves with any entity other than Brazos or the cities
unleses
-15-
(1) it has first offered in writing for a period
of ten consecutive days to purchase such capacity
or energy from Brazos or from one of the cities
(under the same terms and conditions) and such
offer has not been accepted in writing,or
(2) Brazos or the cities notify the Agency in
writing, that no capacity or energy is available
in the quantity (under the same terms and con-
ditions) and for the period of time requested by
the Agency.
The provisions of this paragraph (d) have no application
to the purchase of capacity or energy (i) on an emergency or
stand-by basis, or (ii) under a contract having a duration
of less than two years (including any renewals thereof), or
(iii) for power or energy incident to the construction and
testing of any facilities constructed by the Agency or its
agents, or (iv) on the basis of economic dispatch between
the Cities, the Corporation, the Agency and Brazos, any or
all.
(e) The Agency will not hereafter enter a contract for
the sale by it of capacity or energy to an entity other than
those who have an ownership interest with the Agency in
electric generating facilities, and even then not unless:
(1) it has first offered in writing for a period
of ten consecutive days to sell such capacity or
energy to Brazos or to one of the cities (under
the same terms and conditions) and such offer has
not been accepted in writing, or
(2) Brazos or the Corporation notify the Agency,
in writing, that no capacity or energy is required
in the quantity (under the same terms and con-
diticne') and for the period of time offered by the
Agency.
The provisions of this paragraph (e) have no application
to the sale of capacity or energy (i) on an emergency or
stand-by basis or (ii) on a contract having a duration of
less than two years (including any renewals thereof) or
(iii) for purchase of power incident to tt; construction and
testing of any facilities constructed by the Agency or (iv)
the basis or ec:onowic dispatch between the Cities, the
Corporation, the Agency and Brazos, any )r all, or (v) to
customers who are not Class 1 utilities (under F.P.C, guidelines)
except at isolated points.
The purpose and intent of paragraph (e) is to prevent
the sale of surplus electric energy or capacity by the
Agency to others than Brazos if such energy or capacity (1)
is required to meet the needs of Brazos or the cities and
(2) may be made available to Brazos or the cities. The
Agency recognizes the statute providing for its creation
restricts the manner in which it may sell or dtannaP nf
electric energy as hereinabove set forth and covenants it
will comply with such law and that it will not, during the
tErm of this Agreement, sell or dispose of electric energy
-16-
Yr. n
.1
to Brazos, any other electric cooperative, or others who (1)
are not member cities of the Agency or (2) who are not named
parties to this Agreement and who do not, at the time of the
delivery of electric energy, have an ownership Interest in
electric generating facilities with the Agency.
8.9: In order to accomplish the purpose and intent of
the parties as expressed herein, and recognizing the limitation
imposed upon Brazos by the constraints of the laws, rules
and regulations applicable to it (as mentioned in Section
3), Brazos agrees and covenants with the Agency that to the
extent it may legally do so:
(a) Brazos will not hereafter make any expenditure of
funds for the purpose of constructing or acquiring additional
electric generating capabilities (including improvements to
or extensions of existing generating facilities which increase
the rated capacity of such existing facilities by more than
10% in any two year period) other than those generating
facilities under contract for construction or under construction
on the date of this agreement and other than the G and T
project (Atascosa-McMullen lignite units 1 and 2) and other
than improvements (not additions to the plant) which have
the result of increasing the rated capacity of the generating
facilities to such an extent within such periods unless:
(1) it has obtained the approval of the same as a
joint project from tf+e governing bodies of the
Agency, and the Corporation, or r
(2) the governing bodies of either the Agency -jr
the Corporation fail to approve the same as a
joint project for a period of 90 days after written
notice is given to them by Brazos that Brazos
wishes to proceed with the project.
(b) Brazos will not hereafter make any expenditure for
the purpose of constructing or acquiring additional transmission
facilities which will interconnect with any of the facilities
of the Cities or any joint projects which are primarily for
transmitting power to the Agency or the Cities unless:
(1) it has obtained the approval of the same as
a joint project from the governing bodies of the
Agency, and the Corporation, or
(2) the governing bodies of either the Agency or
the Corporation fail to approve the same as a
joint project for a period of 90 days after written
notice is given to them by Brazos Mt Brazos
wishes to proceed with the project.
(c) Brazos will not make any expenditure for the
acquisition of a fuel supply (other than natural gas, oil,
diesel or lignite being acquired as fuel for the generating
facilities mentioned in pparaggrapph (a) of this Section) for
its electric generating facilities unless:
(1) it has obtained the approval of the same as
a joint project from the governing bodies of the
Agency, and the Corporation or
(2) the governing bodies of either the Agency or
the Corporation fail to approve the same as a
joint project For a period of 90 days after written
nutice in given to them by StBtub that Brazos
wishes to proceed with the project.
-17-
(d) Except for isolated metering points to provide
energy and capacity from other entities Brazos will not
hereafter enter a contract- for the purchase by it -f capacity
or energy to meet load plus reserves with any entity other
than the Agency unless:
(1) it has first offered in writing for a period
of ten consecutive days to purchase such capacity
or energy from the Agency, or from one of the
cities (under the same terms and conditions) and
such offer has not been accepted in writing, or
(2) the Agency notifies Brazos,
in writing, thaL no capacity or energy is available
Ln the quantity (under the same terms and con-
ditions) and for the period of time requested by
Brazos.
The provisions of this paragraph (d) have no application
to the purchase of capacity or energy (i) on an emergency or
stand-by basis, or (ii) under a contract having a duration
of less than two years (including any renewals thereof), or
(iii) under contracts with Texas Power and Light Company
(except that power purchased under Section 4.03 (a) entitled,
"Sala%-..Purchase of Firm Power and Energy") or contracts
with Brazos River Authority or the Southwest Power Administration
or renewals or extensions thereof or (iv) under the contract
which Brazos contemplates will be executed with South Texas
Electric Cooperative, Inc, and Medina Electric Cooperative,
Inc. or (v) for power or energy incident to the construction
and testing of any facilities constructed under paragraph
(a) of this Section, or (vi) on the basis of economic dispatch
between the Cities, the Corporation, the Agency and Brazos,
any or all, or (vii) under the existing contract with Texas
Municipal Power Pool, Inc., or (viii) from municipal corporations
that are not then interconnected with other utility companies.
(e) Except for isolated metering points to provide
firm energy and capacity to other entities, Brazos will
not hereafter enter a contract for the sale by it of capacity
or energy to an entity other than the Agency unless:
(1) it has first offered in writing for a period
of ten consecutive days to sell such capacity or
energy to the Agency, or to one of the cities
i (under the same terms and conditions) and such
offer has not been accepted in writing, or
(2) the Agency notifies Brazos, in writing, that
no capacity or energy is required in the quantity
(under the same terms and conditions) and for r;ie
period of time offered by Brazos.
The provisions of this paragraph (e) have no application
to the sale of capacity or energy (i) on an emergency or
stand-by basis or (ii) on a contract having a duration of
less than two years (including any renewals thereof), cr
iii) under the contracts with Texas Power and Light Company
except that power purchased under Section 4.03 (a) entitled,
'Sales--Purchase of Firm Power and Energy") or contracts
with Brazos Rivev Authority or the Southwest Power Administration
or extensions on thereof or (iv) under the contract which
Brazos contemplates will be executed with South Texas Electric
Cooperative, Inc. and Hedina Electric Cooperative, inc. or
(v) for purchase of power incident to the construction and
-iB-
testing of any facilities constructed under paragraph (a) of
this Section, or (vi) on the basis of economic dispatch
between the Cities, the Corporation, the Agency and Brazos,
any or all, or (vii) under the existing contract with Texas
Municipal Power Pool, Inc. or (viii) to electric cooperatives
organized under Article 1528a or customers of Brazos who are
not Class 1 utilities (under F.P.C. guidelines) except at
isolated points, or (ix) to renewals of any contract which
Brazos (1) certifies was existing on the date of this agreement,
and (2) supplies in its original and renewed form to the
Corporation or (x) at isolated metering points or (xi) to
municipal corporations that are not then interconnected with
other utility companies.
':he purpose and intent of paragraph (e) is to prevent
the sale of surplus electric energy or capacity by Brazos to
others than the Agency if such energy or capacity (1) is
required to meet the needs of the Agency or the cities and
(2) may be made available to the Agency. It is rot intended
to prevent the sale of electric energy or capacity to regular
customers of Brazos.
8.10: The participants covenant with each other that
the responsibility of the operation of any facilities constructed
pursuant to this Agreement shall rest with the Corporation;
that all planning of joint projects will be done and performed
by the Corporation; that only projects approved and recommended
by the Corporation shall be considered as projects eligible
for joint a;tion by the participant but nothing herein shall
be construed as a prohibition against the recommendation of
a project by Brazos or the Agency as contemplated by Sections
8.8 and 8.9 A party recommending a pool project under
Section 8.8 or 8.9 shall be deemed to have approved the
same.
8.11: No other entity may become a participant (other
than Brazos and the Agency) unless (1) it makes substantially
the same undertaking and agreements as contained in this
Agreement and (2) is approved as a participant by the governing
body of Brazos and the Agency.
8.12: As used in this instrument, the term "debt of
the Agency" means the principal of, interest on, reserve
fund for, and any applicable redemption premium with respect
to the initial series of bonds of the A ency known as "TEXAS
MUNICIPAL POWER AGEt:CY P.E:'EHUE BONDS, SG IES 1915,"
dated September 15, 1975, to be authorized in a principal
amount of not to exceed $10,625,000. The term does not
include any bonds or ether obligations issued for the purpose
of refunding, cancelling, and in lieu of such Series 1975
bonds. The parties contemplate that a new contract will be
executed in the event such Series 1975 bonds are refunded or
if additional bond obligations are issued by the Agency
which pledge any income, revenues or payments received from
the Cities or Brazos by the Agency.
For and in consideration of the undertakings of the
Corporation, the Agency and Brazos each agree to pay its
proportionate share of t%a maintenance and operating expenses
of the Corporation.
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For and in consideration of the undertakings of the
Agency hereunder, Brazos agrees to make payments to the
Agency as set forth in a separate instrument bearing the
same date as this instrunent (and made a part hereof for all
purposes). The amount to be paid to the Agency by Brazos is
equal to 25% of the principal, interest and reserve requirements
of the debt of the ,agency. It is contemplated by the parties
that Brazos shall hereafter pay 25% of all principal, interest
and revenue requirements of bonds issued by the Agency and
that Brazos shall be entitled to 25% of the energy output of
the generating facilities of the Agency (such percentage
being subject to reduction only by reason of (i) the necessity
of the Agency to continue to comply with the provisions of
the Internal Revenue Code mentioned in paragraph 3 and (ii)
the acquisition of ownership interest by Brazos - as snore fully
provided in Article V hereof and Section 4.02 (c) of the
instrument entitled, "Contract for the Development of Fuel
Resources, Planning Electric Generation Facilities and
Performing Certain Duties").
Unless otherwise previously agreed between Brazos
and the Cities the actual expenditures by the Corporation
for maintenance and operating expenses shall be paid from
funds supplied by the Agency and Brazos (under the provision
of the additional agreements hereafter mentioned) in the
same proportion as the ratio of the previous year's peak
loads for Brazos and the Cities, and the rate (mills per
kwh) to be paid by such parties (the payments of the city to
be made through the Agency) shall be identical. Further
agreements of the Agency and Brazos are set forth in separate
instruments bearing the same date as this instrument (and
made a part of this agreement for all purposes).
8.13: The parties will operate their respective systems
so that power and energy will not flow from either of such
systems to any point outside of the State of Texas or from
any point outside of the State of Texas into either of them,
and will not interconnect their systems with any other
system to perrit any such flow, provided, that the covenant
contained in this paragraph shall not bv effective during
times when and to the extent that both parties (and those
not otherwise subject to the jurisdiction of the Federal
Power Commission as Public Utilities, who directly or indirectly
supply power and energy to, or directly or indirectly take
power and energy from, one or both of the parties hereto)
have been granted an exemption, with respect to any transmission
or sale of electric power and energy, by the Federal Power
Commission under the authority granted to it in the Federal
Power Act or any amendment thereof, or by other act of
Congress, from becoming subject to the jurisdiction of the
Federal Power Commission or a successor Federal agency by
reason of engaging in the transmission or sale of electric
power and energy in interstate commerce.
Operating conditions, whether normal, Inadvertent or
emergency which, in th,a opinion of either party, may result
in jeopardizing the intrastate status of such party shall,
in addition to any remedies available to it at law or in
equity, be cause for such party suspending either the delivery
or the. receipt of power and energy hereunder, or any portion
thereof, until the conditions causing such jeopardy have
been corrected to the satisfaction of the party affecting
such suspension, and it shall be the obligation of the other
party to correct the conditions causing such jeopardy w.th
due diligence. During the period of any such suspension,
the party affecting such suspension shall rot be obliSated
to deliver or to receive, as the case may 'je, power and
energy at the point or points of delivery affected by such
suspension', and the payment of all ~hargeJ as well as the
assumption of all obligations relative thereto, as specified
herein shall be abated,
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8.14: The parties hereto recognize that certain covenants
made herein (tho:.e ;Wade in Section 8.8 and 8.9) are made in
centem?lation that covenants of similar import will be made
between the Agency and the cities under contracts by and
between the Agency and the cities (those made in Section
i.03 of a contract called "Contract for Development of Fuel
Resources, Planning Electric Generation Facilities and
Performing Certain Duties") which bears the same date as
this instrument.
By reason of the foregoing, the Agency covenants that
it will approve no modification of the provisions of the
aforesaid Sections of its contract with any of the cities
without the prior approval of Brazos, and further covenants
that it will not seek to amend or approve an amendment to
Section 8.8 or 3.9 hereof without the approval of each of
the cities.
The parties hereto further recognize that the payment
of the operation and maintenance expense of the Corporation
and the debt of the Agency is provided through (1) the
several contracts mentioned in Section 8.12 hereof and (2)
the contracts between the Agency and the cities which are
mentioned in the first paragra h of this Section (particularly
Section 4.02 of such contracts . The parties hereto agree
with each other that none of them, during the term of this
agreement, will approve any change in any of the Sections of
the contracts mentioned which provide for such payments of
the maintenance and operating expenses of the Corporation or
the Agency or the debt of the Agency without the prior
approval of Brazos, the Agency, the Corporation and each of
the cities.
9. ANNUAL BUDGETS:
9.1: At least sixty (60) days before the let day of
October of each year, the project manager shall prepare and
submit to the Agency and Brazos for their review and approval
a budget coverin the maintenance and operating expenses of
the Corporation the a budget for station work), as
well as the proposed capital expenditure budget for such
ensuing 12 month period.
9.2: in the event Brazos and the Agency have not each
approved a proposed budget for maintenance and operating
expenses of the Corporation by the first day of the fiscal
year, the total amount budgeted in the preceding fiscal year
for such purposes shall be the amount of the temporary
budget for the maintenance and operating expenses of the
Corporation. The temporary budget shall remain in force and
effect until Brazos and the agency have approved a budget,
The Executive Director of the Corporation shall be -fespon-
sible for the allocation for expenditure of the total amount of
the temporary budget until a permanent budget is adopted and approved.
9.3: Any information required from the participants by
the project manager in prepparing the aforesail proposed
budgets shall be supplied b the participants, if possible,
within fifteen (15) days following a request by Lhe project
manager. .
9.4: Any representative of Brazos or the Agency may
appear before the Board of Directors of the Corporation to
protest a particular budget item (its inclusion or the
amount thereof), and it shall be the duty of the Board to
consider such protest, and if the same is not granted (and
the budget item revised in accordance with the protest) the
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Board shall spread upon its minutes the reason therefor and
supply a copy of such minutes to Brazos. The initial
budget of the Corporation, attached hereto, is hereby approved
by Brazos and the Agency,
9.5: The annual budget of the Corporation shall be for
maintenance and operating expenses and cover all expenses of
the Corporation except what is included in the Capital
Project Budgat. Expenses which, under standard accounting
practices, should be included as expenditures on a capital
project shall not be included iu Lhe annual budget or amendment
thereto as maintenance and operating expenses unless the
governing body of Brazos and the Agency approve a contrary
treatment, provided however, this prevision shall be effective
beginning with the budget year 1976•.977.
9.6: A Capital Project budget is a budget of expenditures
for the providing of specific projects except that for the
initial series of bonds all expenditures for which provision
is made in 6.3 shall constitute a single capital project.
9.7: The Corporation covenants that it will operate
its facilities in an efficient and economical manner and
Lhat it will follow prudent utility practices in the conduct
r,f its affairs.
10. TAXES:
10.1: To the extent the same may be taxable, each
participant shall render for ad valorem taxation its undivided
interest in the jointly owned property comprising the project
ane shall otherwise use its best efforts to have any taxing
authority imposing any such taxes of isessments on the
project, or any interest or rights therein, assess and levy
taxes or assessments directly against the ownership or
beneficial interest said taxes or assessments are levied.
10.2. To the extent of any taxes or assessments collectible
against or with respect to each participant's interest in,
or pro rata share of, the purchase, use, ownership or beneficial
interest in the project, the same shall be the sole responsibility
of, and shall be paid by, the participant upon whose purchase,
use, ownership or beneficial interest said taxes or assessments
are levied.
10.3: If any property taxes or other taxes or assessments
are legally and properly levied or assessed other than
a ainst each participant as contemplated in Section 10.1 and
10.2 hereof (that is, are levied or assessed in such a way
as to be die roportionately~ collected from one or both
participants , such taxes or assessments shall be appor-
tioned between the participants in accordance with their
respective ownership interest.
10.4: The participant claiming exemption from any
taxes or assessments shall be responsible for and shall pay
all expenses in connection mich the sustaining or determination
of such claims and the other participant and the project
manager shall lend all reasonable cooperation in connection
with the filing of tax renditions and reports and in connection
with the making of protest and payment under protest as may
be requested by Each participant claiming an exemption.
11. WAIVER OF RIGHT .0 PARTITION: MORTGAGE AND TRANSFER
OF INTEREST.
11.1 Earh participant hereto agrees to waive any
rights which it may have to partition any component of the
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project, whether by partition in kind or by sale znd division
of the proceeds and further agrees that it will not resort
to any action in law or in equity to partition such component,
and it waives the benefits of all laws that ray now or
hereafter authorize such partition for a term (i) which
shall be coterminous with the co-tenancy agreement for such
component, or (ii.) which shall be for such lesser period as
may be required under applicable law,
11.2: Each participant shall have the right at any
time and from time to time to mortgage, pledge, create or
provide for a security interest in or convey in trust all or
a part of its ownership share in the project, together with
an equal interest in this Participation Agreement and the
project agreements, to a trustee or trustees under deeds of
trust, mortgages or indentures, or to secured parties under
a security agreement, as security for its present or future
bonds or other obligations or securities, and to any successors
or assigns thereof, without need for the prior written
consent of the other participant, and without such mortgagee,
trustee or secured party assuming or becoming in any respect
obligated to perform any of the obligations of the participant
arising prior to such time as such mortgagee, trustee or
secured party obtains possession of or assumes the right to
exercise such participant's rights in respect of such ownership
share, or after such possession or assumption ceases.
11.3: Any mortgage, trustee or secured party under
present or future deeds of trust, mortgages, indentures or.
security agreements of either of the participants and any
successor or assign thereof, and any receiver, referee or
trustee in bankruptcy or reorganization of either of the
participants, and any successor by action of law or other-
wise, and any purchaser, transferee or assignee of any
thereof may, without need for the prior written consent of
the other participant, succeed to and acquire all of the
rights, titles and interests of such participant in the
project and in this Participation Agreement and the project
agreements, and may take over possession of or foreclose
upon said property rights, titles and interests of Fuch
participant.
11.4: Each participant shall have the right to transfer
or assign all its ownership share in the project, together
with a proportionate part of its rights under this Partici-
pation Agreement and the project agreements, to any of the
following without the need for prior written consent of the
other participant:
(A) To any entity acquiring all or substantially
all of the electric utility properties and business of
such participant; or
(8) To any entity merged or consolidated with such
participant; or
(C) To any entity which is wholly owned by such participant.
11.5: Except as otherwise provided in Sections 11.2
and 11.3 hereof, any successor to the right, titles and
interests of a participant in the project shall assume and
a tree in writing to fully perform and discharge all of the
obliggations hereunder of such participant, and such sucessor
ahAll notify the other participant in writing of such transfer,
assignment or merger, and shall furnish to the other participant
evidence of such transfer, assignment or merger.
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11.6: No participant assigning or transferring an
interest under th'_s or the following Section shall be relieved
of any of its obligations under this Participation Agreement
or the project agreements but shall remain liable and obligated
for the performance of all of the terms and conditions of
this Participation Agreement and the project agreements,
unless otherwise agreed by the remaining participant.
12. RIGHT OF FIRST REFUSAL:
j 12.1: Except as provided in Section 11 hereof, should
any participant, prior to the expiration of the period
described in Section 11.1 hereof, desire to transfer its
ownership in the project to any person or entity, ready,
able and willing to acquire same, the participant desiring
to make such transfer shall obtain a written offer from the
prospective transferee, setting forth the consideration and
other terms of the offer, and the other participants shall
have the right of first refusal to acquire such interest on
the basis of the following consideration:
(A) If the offer is in cash, whether payable in one
payment or in installments, the amount of the bona fide
written offer from the prospective transferee, payable
as specified in the offer; or
(B) If the offer is not in cash but is in securities
having a readily ascertainable market value, the fair
market value of the securities offered by the prospective
transferee; or
(C) If the offer is neither in cash nor in securities
having a readily ascertainable market value, the fair
market value of the ownership interest to be transferred.
12.2: At least twelve (12) months prior to the date on
which the intended transfer is to be consummated, the
participant desiring to transfer shall serve written notice
of its intention to do so upon the other participants. Such
notice shall contain the proposed date of transfer and the
terms and conditions of the transfer.
12.3: The other participants shall have the option to
acquire the interest to be transferred and shall ezer:ise
said option by serving written notice of its intention upon
the participant desiring to transfer within twelve (12)
months after service of the written notice of intention to
transfer given pursuant to Section 12.2 hereof. Failure of
the participants to exercise said option as provided 'herein
within the time period specified or the receipt of a written
notice that such participant elects not to exercise such
option shall be conclusively deemed to be an election not to
exercise said option so as to permit the intended transfer
to be accomplished.
-24.
12,4: When the option to acquire said ownership has
been exercised, the participants shall thereby incur the
fol.lcwing obligations:
(A) The participant desiring to transfer the ownership
interest and the participants having exercised the
option to acquire such ownership interest shall be
obligated to proceed in good faith and with due diligence
to obtain all required authorizations and approvals of
such acquisition.
(S) The participant desiring to transfer such ownership
interest shall be obligated to obtain the release of
any lien encumbering the ownership interest which is
the subject of the transfer at the earliest practicable
date.
(C) The participants having exercised the option to
acquire such ownership interest shall be obligated to
perform all of the terms and conditions required of it
to complete the acquisition of said ownership interest.
12.5: The acquisition of the ownership interest by the
participant having elected to acquire the same shall be
fully consummated within six (6) months fallowing the date
upon which all notices required to be given under this
Section 12 have been duly served.
12.6: If the participants receiving notice of the
proposed transfer fail to exercise its option to acquire the
ownership interest to be transferred, the participant desiring
to transfer such interest shall be free to transfer such
interest, to the party that made the offer referred to in
said bona fide written offer. If such transfer is not
consummated by the proposed date of transfer referred to in
Section 12,7 hereof, the participant desiring to transfer
said ownership interest must give another complete new right
of first refusal to the other participant pursuant to the
provisions of this Section 12 before such participant shall
be free to transfer said ownership interest to another
party.
12.7: The participants who acquire an ownership interest
pursuant to this Section shall receive title to and shall
own the intereot as a tenant in common, subject to the same
rights, duties and obliggations as are applied by this Parti-
cipation Agreement and by the project agreements to the
interest being transferred in the hands of the transferring
participant.
12.8: Any party who may succeed to an ownership interest
pursuant to this Section shall specifically agree in writing
with the remaining participants at the time of such transfer
that it will not transfer or assign all or any portion of
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such om~,erehip interest without complying with the terms and
conditions of this Section 12.
12.9: The: participants who acquire an ownership interest
pursuant to this Section shall acquire such proportion of
ownership of the participant desiring to transfer as may be
agreed upon by them.
13. DESTRUCTION OR ABANDONMENT:
13.1: If properties constituting the project should be
damaged or destroyed to the extent that the estimatr:d cost
of repairs, replacement or reconstruction is not more than
one hundred percent (200%) of the aggregate amount of the
proceeds from property damage insurance carried and covering
the cost of the repairs, replacement or reconstruction, the
participants, unless otherwise unnnin:ously agreed, shall
repair, replace or reconstruct that part of the project to
substantially the same general character or use of as original.
The participants shall share the costs of such repairs,
replacement or reconstruction in proportion to their ownership
in the project.
13.2: If property constituting the project (those
items specified as items 3 and 4 of the definition of the
term project) should be damaged or destroyed to the extent
that the estimated cost of repairs, replacement or reconstruction
is more than one hundred percent (100% of the aggregate
amount of the proceeds from property damage insurance carried
and covering the cost of-the repairs, replacement or reconstruction
of such project, the participants shall, upon agreement,
repair, replace or reconstruct such properties to substantially
the same general character or use as the original, provided,
however, that should the participants not agree to repair,
replace or reconstruct such project, then any participant
who does not agree to repair, replace or reconstruct shall
sell its interest therein to the participants desiring to
repair, replace or reconstruct such project for a price
equal to the selling participant's proportionate interest in
the salvage value thereof plus such participant's proportionate
cost, leas depreciation at the maximum straight line rates
then applicable to like properties under the Federal income
tax law, in the interest in the project so sold.
13.3: Should the participants determine it is not
economically feasible to repair any damaged property or to
replace property which has been destroyed by reason of fact
that it is not economically feasible so to do or by reason
of the fact than such properties are no longer needed, then
any insurance proceeds may be apportioned to the participants
in proportion to their ownership interests.
1k. PROJECT INSURANCE:
14.1: The project manager shall recommend to the
Agency and Brazos, and the Agency and Brazos shall determine,
the insurance coverages, including the insurable values,
limits, deductibles, retentions and other special terms, and
the insurance carriure from which etch insurance is to be
obtained during the periods covered by and with respect to
construction work and station work or any phases thereof.
14.2: All policies of project insurance shall:
(A) List as loss payees or additional insureds (at
their interest may appear) such mortgagees, trustees or
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4
secured parties as a participant, by written notice to
the project manager, may designate;
(B) Contain endorsements providing for positive notice
of cancellation to all parties listed as named or
additional insureds;
(C) Contain endorsements providing that the insurance
is primary insurance for all purposes; and
(D) Contata cross-liability endorsements for com-
prehensive bodily injury liability and property damage
liability coverages.
14.3: Each participant, at its expenEe, shall have the.
right to secure such additional or different insurance
coveragge as may be required under any mortgage or col tract
provi::lon, and, to the extent practicable, such additional
or different insurance coverage may be effected through
endorsements on policies of project insurance.
15. LIABILITY OF PARTICIPANTS TO EACH OTHER:
15.1: Participants shall have no remedies against the
other participant for tortious conduct arising out of the
ownership of the project, or any portion therof, or out of
construction work o-A7 station work except when the claim
results from willful action.
15.2: Remedies of a participant with respect to a
claim against the other participant shall be unimpaired by
this Participation Agreement when the claim does not arise
out of ownership of the project or any portiou thereof, or
out of construction work or station work.
15.3: Each participant shall protect, indemnify, and
hold the other participant, and its directors, officers and
employees, free and harmless from and against any and all
claims, demands, causes of action, suits or other proceed-
ings (including all costs in connection therewith and in
connection, with the defense thereof, including attorneys'
fees) of every kind and character arising in favor of a%y of
that participant's electric customers (or enyons claiming
through that participant's electric customers) on account of
bodily injuries, death, damage to property or economic loss
in any way occurring, incident to, arising out of or in
connection with the furnishing of, or failure to furnish,
electric service to such customers, it being the intention
of this Section to impose on each participant the sole
responsibility for the defense and discharge of such claims,
demands, causes of action, suits or other proceedings brought
against one or both participants by a participant's custor:,ers
even when caused by the sole fault of the other participant,
Nothing in this Section shall impair the remedies of a
participant against the other participant preserved by
Sections 1.5 and 15,2 hereof.
16. DEFAULTS AND COVENANTS RECARDINO OTHER AGREEMENTS:
16.1: Each participant hereby agrees that it shall. pay
all monies and carry out all other duties a-ad obligations
agreed to be paid or performed by it pursuant to all of the
terms and conditions sat forth and contained in the project
agreements, and a default by either participant in the
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I
covenants and obligations to be by it kept and performed
pursuant to the terms and conditions set forth and contained
in any of the project agreements shall be an act of default
under this Participation Agreement.
16.2: In the event of an alleged default by any participant
in any of the terms and conditions of the project agreements
concerning the advancement of funds, then, within ten (10)
days after written notice has been given by any nondefaulting
participant to the defaulting participant of the existence
and nature of the default, the nondefaulting participant
shall remedy such default by advancing the necessary funds
or commencing to render the necessary performance.
16.3: In the event of an alleged default by any parti-
cipant in any of the terms and conditions of the project
aggreements and the giving of notice as provided it Section
1b.2 hereof, the defaulting participant shall take all steps
necessary to cure such default as promptly and completely as
possible arid shall pay promptly upon demand to the nondefaulting
participants the total amount of money or the reasonable
equivalent in money of nonmonetary performance, if any, paid
or made by such nondefaulting participants in order to cure
any default by the defaulting participant, together with
interest on such money or the costs of nonmonetary performance
at the rate of 10% per annum fro-,r the date of the expenditure
of such moneyy or the date of completion of such nonmonetary
performance by such nondefaulting participant, or such
greater amount as may be otherwise provided in the project
agreements.
16.4: In the event tl.at any participant shall dispute
an assorted default by it, then such participant shall pa
the disputed payment or perform the disputed obligation, but
may do so under protest. The protest shall be in writing,
shall accompany the disputed payment or precede the performance
of the disputed obligation, and shall specify the reasons
upon which the protest is based. A copy of such protest
shall be mailed by such participant to the other participants.
Payments nct made under protest shall be deemed to be correct,
except to the extent that periodic or annual audits may
reveal over or under payments by participants, necessitating
adjustments. In the event it is determined that a protesting
participant is entitled to a refund of all or any portion of
a disputed payment or payments or is entitled to the reasonable
equivalent in money of nonmonetary performance of a disputed
obligation theretofore made, then, upon such determination,
the nonprotesting participants shall pay (in proportion to
their ownership shares) such amount to the protesting participant,
together with interest thereon at the rate of 10% per annum
from the date of payment or of the performance of a disputed
obligation to the date of reimbursement. The determination
for which provision is made in the preceding sentence shall be
made by an independent certified public accountant or at.
independent registered professional engineer named jointly
by the Agency and Brazos.
16.5: In the event a default by either participant in
the payment or performance of an obligation under the project
agreements shall continue for a period of six (6) months or
more Athout having been cured by the defaulting participant
or without such participant having commenced or continued
action in good faith to cure such default, or in the event:
the question of W ather an act of default continues for a
period of six (6) months and the defaulting participant has
failed to cure uch default or to commence cuch actio
during said six (6) month period, then, at any time t9ereafter
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and while said default is continuing, the nondefaulting
participant may, by written notice to the defaulting participant,
suspend the right of such defaulting participant to use or
utilize all or any part of the project, in which event:
(A) During the period that such suspension is in
effect, the nondefaulting participant shall bear all of
the operation and maintenance costs, insurance costs
and other expenses otherwise payable by the defaulting
participant under the project agreements.
(B) The defaulting participant shall be liable to the
nondefaulting participant for all costs incurred by
such nondefaulting participant together with interest
as provided in Section 16.3 hereof.
16.6: The rights and remedies of the participants set
forth in this Participation Agreement shall be in addition
to the rights and remedies of the participants set forth in
any other of the project agreements.
17. ACTIONS PENDING RESOLUTION OF DISPUTES: Pending the
resolution ny dispute by an accountant or engineer (Section
15.5) or by judicial proceedings, the project manager shall
proceed with the construction work or station work in a
manner consistent with this :articipation Agreement and the
project agreements and with the beat judgment of the project
manager, and the participants shall advance the funds required
to perform such construction work or station work in accordance
with the applicable provisions of the Participation Agreement
or the project agreements.
18, REIATIONSHIP OF PARTICIPANTS: The covenants, obligations
and liabilities o the part c pants shall be several and not
joint or collective. Each participant shall be individually
responsible for its own covenants, obligations and liabilitiEs
as herein provided and as provided in the project agreements.
It IS not the intention of the parties to create, nor shall
this Participation Agreement nor any of the project agreements
be construed as creating, a partnership, association, joint ven-
ture or trust, as imposing a trust or partnership ceirenant,
obligation or liability on or with regard 4.o either of the
participants, or as rendering the participants liable as
partners or trustees. No participant shall be under the
control of or shall be deemed to control the other participant.
A participant as such shall not be the agent of or have a
right or power to bind the other participant.
19. ACQUISITION OF REAL PROPERTY INTERESTS: The project
manager s a a-cqt-. re, or cause to be acquired, in the name
of the Agency or B;tTos, or both, by purchase or eminent
domain proceedings, such interest in land as may be approved
by the participants or a committee appppointed by them.
Acquisition of the real property rhalI be based upon title
insurance prior to commencement 01 the construction work
thereon. The purchase price for all lands acquired and all
costs and expenses incurred in connection with the acquisition
of said lands, including, but not by limitation, title
insurance premiums, abstracters, attorneys, surveyors,
nominees and land agents, fees title curative work, court
costs and recording fees, shali be construction costs and
borne by the participants as such. The purchase price for
all land acquired through voluntar conveyance shall be
by a co=ittee aprhinted Zby the participants.
approved
.29-
20. FORCE HAM M (a) If for any reason of "force majeure"
any o thb part?es hereto shall be rendered unable wholly or
in part to carri out its obligations under this agreement,
other than the obligation of the participants to make the
payments required under the terms hereof (including the
agreements mentioned in Section 8.12), then if such party
shall give notice and full particulars of such reasons in
writing to the other party within a reasonable time after
the occurrence of the event, or cause relied on, the obli-
gation of the party giving such notice, so far as it is
affected by such "force majeure", shall be suspended during
the continuance of the inability then claimed, but for no
longer period, and any such parties shall endeavor to remove
or overcome such inability with all reasonable dispatch.
The term "force majeure" as employed herein shall mean acts
of God, strikes, lock-outs, or other industrial disturbances,
acts of public enemy, orders or actions of any kind of the
Government of the United States or. of the State of Texas or
any civil or military authority, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes,
storms, floods, washouts, droughts, arrests, restraints of
government and people, civil disturbances, explosions,
breakage or accident to dams, machinery, pipelines, or
canals or other structures or machinery, on account of aoy
other cause not reasonably within the control of the party
claiming such inability. It is understood and agreed that
the settlement of strikes and lock-outs shall be entirely
within the discretion of the party havin§ the difficulty,
and that the above rk4uirement that any force majeure"
shall be remedied with all reasonable dispetch shall not
require the settlement of strikes and lock-outs by acceding
to the demand of the opposin parties when such settlement
is unfavorable to it in the Judgment of the party having the
difficulty.
(b) No damage shall be recoverable from participants
by reason of the causes above mentioned.
21. GOVERNING LAW: This agreement shall be governed by the
laws o the State of Texas, except as to matters exclusively
controlled by the Constitution and statutes of the United
States of America.
22. BINDING OBLIGATIONS: All of the respective covenants,
undertaTiinga an o gations of each of the participants set
forth in this Participation Agreement and in each of the
project agreements shall bind and shall be and become the
respective covenants and obliggations of each such participant
and, Lo the extent permitted by law and the existing contracts
of the applicable participant, shall apply to and bind:
(A) All mortgagees, trustees and secured parties
under all present and future mortgages, inde,,~ures and
deeds of trust, security agreement and otbcL financing
arrangements which are or may become a lien upon any of
the properties of such participant;
.30-
(B) All receivers, assignees for the benefit of creditors,
bankruptcy trustees and referees of, or having control
or jurisdiction over, such participant;
(C) All other persons, firms, partnerships, corporations
or entities claiming by, through or under any of the
foregoing; and
(D) Any successors or assigns of any of those mentioned
above in this Section;
and shall be covenants and obligations running with each
participant's respective rights, titles and interest in the
project and with all of the rights and interest of each
participant under this Particippation Agreement and the
project agreements, and shall be for the benefit of the
respective rights, titles and interi:sts of the participants
and their respective successors and assigns, in and to the
project, It is the specific intention of this provision
that all such covenants and obligations shall be binding
upon any party which acquires any of the rights, titles and
interests of a participant in the project cr in, to and under
this Participation Agreement or any of the project agreements
and that all of the above-described persons and groups shall
be obligated to use such participant's rights, titles and
interest in the project or in, to or under this Participation
Agreement or any of the project agreements for the purpose
of discharging the covenants and obligations under this
Participation Agreement and the project agreements,
23. PROJECT AGREEMENTS:
23,1: The participants hereto agree to negotiate in
good faith and to proceed with diligence to obtain and agree
upon all of the project agreements among the participants
and between the participants and other entities.
23.2: It is acknowledged by the participants that one
or more of the project agreements may contain provisions
which are in conflict with or contrary to the terms of this
Participation Agreement, and any such provision in a project
ag,..-eemet~t executed subsequent to the execution of this
Participation Agreement shall be deemed to supsY--,Ae, amend
or modify any conflicting or contrary provision Lontained
herein, The mutual agreement of the participants to super-
sede, amene ar modify the terms hereof shall constitute the
legal consideration to support such change in the legal
rights and obligations of the participants.
24. ENVIRONMENTAL PROTECTION:
24.1: In recognition of the need to provide for the
greatest feasible degree of environmental protection, the
participants hereby covenant with one another that in the
confftruction and operation of the project they shall install
and operata any needed air quality control equipment and
water quality control equipment,
24,2; The participants, in recognition of all appli-
cable Federal, State and local laws, orders and regulations
relating to environmental protection with which they intend
to and shall fully comply, and the ennrintting need for the
oraAreph feasible CKfae of environmental protection, hereby
affirm their understanding.
-31-
24.2: The participants, in recognitio
24.3: The participants shall take appropriate measures
to minimize the effect of the project on the environment and
shall recognize and consider the ecology of the area in the
design of any part of the project.
25. TERM: This Participation Agreement shall become effec-
tive w en it has been duly executed but only when the agreements
mentioned in Section 8,12 have also been executed and are
likewise effective as a part of this Agreement.
This Participation ALreement shall remain in force and
effect until the debt of the Agency is paid off, cancelled
or refunded eyceEl that parr of the Agreement which relates
the payment m ntenance and operating expenses of the
Corporation shall continue as therein provided and t;ie
option granted in Section 5.2 shall survive such debt retirement.
26. INTEREST ACQUIRED IN THE NAME OF AN INDIVIDUAL PARTICIPANT:
Xny plc pant w c acquires in is name an interest
in any real or personal property or a contractual right
which is part of the project shall acquire and hold same
subject to this Participation Agreement and any applicable
project agreement, and shall transfer and assign an undivided
interest therein to the other participant so that the ownership
and rigghts of the participants in such property or contract
shall be as provided in this Participation Agreement or in
the applicable project agreements.
27. NOTICES:
27.1: Any notice, demand or request provided for in
this Participation Agreement or in the projet:t agreements
shall be deemed properly served, given or made if delivered
in person or sent by registered or certified mail, postage
prepaid, to the participants at the addresses specified
below:
BRAZOS ELECTRIC POWER COOPERATIVE, INC.
2404 La Salle Avenue
Waco, Texas 76701
Attention: Executive Vice Pres. and Gen, Manager
TEXAS MUNICIPAL POWER AGENCY
Forest Park Center
7111 Eoaque Blvd.
Waco, Texas 76710
Attention: Executive Director
TEXAS POWER POOL, INC.
Forest Park Center
7111 Bosque Blvd.
Waco, Texas 76710
Attention: Executive Director
27.2: A participant may, at any time, by written
notice to the other participant, designate different or
additional persons or different addresses for the giving of
notices hereunder.
-32-
ew>
27.3: The project manager shall provide to each parti-
cipant a copy of any notice, demand or request given or
received by it in connection with this Participation Agree-
ment or any of the project agreements.
28. MISCELLANEOUS PROVISIONS:
28.1: Each partici ant agrees, upon request by the
other participant, to make, execute and deliver any and all
docurrents and writings of every kind reasonably requested or
required to implement this Participation Agreement and the
project agreements.
28.2: The captions and headings appearing in this
Participation Agreement and in the project agreements are
inserted merely to facilitate reference and shall have no
bearing upon the interpretation thereof.
28.3: Each term, covenant and condition of this
Participation Agreement and of the project agreem%nts is
deemed to be an independent term, covenant and condition,
and the obligation of any participant to perform all of the
terms, covenants and conditions to be kept and performed by
it is not dependent upon the performance by the other participant
of any or all of the terms, covenants and conditions to be
kept and performed by it.
28.4: In the event that any of the terms, covenants or
conditions of this Participation Agreement or of any of the
project agreements, or the appplication of any such term,
covenant or condition, shall be held invalid as to any
person or circumstance by any court having jurisdiction in
the premises, the remainder of such agreement, and the
application of its terms, covenants or conditions to such
persons or circumstances shall not be affected thereby.
29.5: The participants do not intend to create rights
in or to grant remedies to any third party as a beneficiary
of this Participation Agreement or a project agreement or of
any duty, covenant, obligation or undertaking established
therein.
28.6: Any waiver at any time by a participant of its
rights with respect to a default or any other matter arising
in connection with this Participation Agreement or any
project agreement shall not be deemed a waiver with respect
to any subsequent default or matter,
.33-
IN WITNESS WHEREOF, the parties hereto have caused
this Participation Agreement to be executed as of the
day of 1915.
TEXAS MUNICIPAL POWER AGENCY
B:,r
President, oar o rectors
ATTEST:
Secretary, oar o rectors
(Agency Seal)
BRAZOS ELECTRIC POWER COOPERATIVE, INC.
By
President, oar o rectors
ATTEST:
ecretary,Boar o rectors
(Corp. Seal)
TEXAS POWER POOL, 1NC.
By
President, oar o rectors
ATTEST:
Secretary, Board of Directotu
(Corp. Seal)
-34-
Draft !2
EXHIBIT "A" 9/16/75
TEXAS MUNICIPAL POWER AGENCY
Formulae Tr Be Used In Connection With
Brazos Purchase Option Price
A. BRA20S OPTION PRICE
1. Up to an additional 17% (No reduction in Brazos' debt service
percentage)
P - Option Price
A - % of total to be purchased
B - Total facility/activity costs expended to date option exercised
C - Total costs of financing
D - Interest paid to date option exercised less capitalized interest
E - Balance in Reserve Fund at date option exercised
F r Total principal payments on debt to date option exercised
P ■ .75 A rB +(C 934 + .25 A ~R +(C+ _Nl
Example: Purchase additional 10% of total on 9-1-78
A - .10 D - $19632,000
B - $9,201,500 E - $1,415,545
C - $1,699,545 F ■ $1,775,000
P ■ .75 f0 x$9,201,500 +(1x699.545 + 16632,000 - 104151 545~~ +
.97
L 1
.25 .10 59,201,500 + 1,699 545 + 1 632 .!Of 1 415 545 - 1 715 000)]
P ..75 (1,117,676) + .25 (934,680
P - $1,0719929
2. Above additional 17%, (Reduction in Brazos debt service percentage)
T ■ Option price
P r Option price for first 17% computed in accordance with 1, above
(A - .1p)
E
I
I
1
A • % of total above 17% to be purchased
B : Total facility/activity costs expended to date of option
exercise
C : Total costs of financing
D : Interest paid to date of option less capitalized interest
E • Balance in Reserve Fund at time of option
F • Total principal payments made on debt to date cf option
T : P + A (B + fC+_ D~-E-F~
Example: `Purchase additional 25% of total on 9-1-78.
P • Option price computed in accordance with 1. above where A .17
A • .08 (.25-.17)
R • 9,201,500
C • 1,699,545
D : 51,632,000
E : 31,415,545
F • $1,775,000
T :.75 .17 x"9,201,500 +0,699,545 + 1,632,000 - 1,415,545 +
L ` .97
+
.25 .17 9,201,500 + b99 545 + 1 632 000 - 1 415 545 - 1,775,00
.7
,201,500 +(j.,699,545- + 1 632 000.- 1 415 545 1 715 0001
.08 9
[ K 91
T :.75 (1,900,749) + .25 (19588,966) + .08 (9,346,861)
1 • $2,570,027
t
Draft /2
EXHIBIT "D" 9/16/75
TEXAS MUNICIPAL POWFR AGENCY
Formulae To Be Used In Connection With
Debt Service Payment Adjustments -Brazos
Purchase Option
A. All funds received by Agency from Brazos shall be immediately used
to reduce (call) outstanding Bonds of Agency
B. Adjustments to Payment of Debt Service
1. Brazos Purchases Up To 4n Additional 17% of the Total Project
a. Debt service requirements are adjusted to eliminate
requirements of called Bonds.
b. New payments equal to a. times product of:
Brazo.; - 25.0%
Bryan - 19.3%
Oenton - 15.0,
Garland - 33.3%
Greenville - 7.4%
2. Brazos Purc.::-s Over An Additional 17% of the Total Project
a. Debt service requirements are adjusted to eliminate
requirements of called Bonds.
K Brazos - New payments equal to a. times product of new
percentage calculated as follows:
x - % of Agency's debt requirements to be paid by
Brazos
y - % of total project owned by Brazos
z ■ Total % of participation desired by Brazoi
in total project (both owned S contracted)
x - (z/1-y) - (y/1-y)
Example: Brazos purchases an additional 25% (owns 28% of
total project) of total project and wants total
participation to be equal to 40%
y - .28
z - .40
X - (.40/1-.28)
x - .5556 - .3889
x - .1667
C. Cities - Each City's new payments are equal to a. less b. times:
Bryan - 25.70.
Denton - 20.111
Garland - 44.4%
Greenville - 9.9R.
I TEXAS POWER POOL, INC. BUDGET
POOL AOY.INIS1RAVION, I'MISSIGNAL. OPERATING
AND FACILITIES SUBLET 1i.._~
OCTOBER 1975-40TENGER 1116
p40t AON1Nl STATION Ag' ND9._ DEC_ _JIU1. fig. NAA_ APR. PAY JUNE J%AI _AIA,, SEPT. TOTAL
Salarfeslfl 1 1.650 1 12.250 3 12.250 S 13,150 1 11,480 { 19,150 S 19.450 S 11.110 1 34.150 S 14,ISO 1 14.1$0 6 11.1SO S 358,150
Se.e al Offfice {1It) 6.900 3.000 3.100 3.100 3200 .3,200 ),900 1,300 ),100 5.100 ),500 9.500 17,Y0
irr,el god nelial+ 1.000 2,000 2.100 0,100 21200 2.200 2,300 2,900 2.100 1,100 2,500 2,500 27.000
lrintlnq, trolnlnq, publica-
tions SDO _Sao _ coo eDO ADO 700 eoD boo 00 _M 1..004 ..1.004 ~9.
subtotal 6 17.050 1 17.750 S 18,050 S 19.280 f 99,580 S 39,580 S 19.860 S 19.680 6 20,150 1 20,150 S 29,150 1 21,150 f 235.050
ftWISSIOP" EVENSH AND - '
SIUDIES
• te0+1 fees (91) 1 MOM S 10.000 S 10,000 1 6,000 S 8,000 f 6.000 1 6,000 6 1,000 f MOO S 6.000 S 1.900 S 1.000 S 11.000
W C"Iwiunt (It) Soo Soo Soo SOO Soo 500 300 500 SOO SOO 5.000
Uf participation, 600 SSM 600 600 SOD S00 S00 Soo 600 600 Soo 10,00
Audit and annual report 10.000
9ailrad OosiealaA Warln9+ 200. 200 M0 700 200 200 200 200 200 201 200 200 2,100
110101 Liner 2.500 ,S00
Finance Tom Expenses 9.00 9.DDO 9.000 1.000 2.000 11000 3.000 LOW 8.000
006 and erotlen studies too 200 200 200 MO too M0 MO no no too 20 1.100
ERCOT ss9enl0 900 IDD IDO 100 100 IDO Wo IDO too 100 100 100 I,MD
k"ttiattont t encallsnt9 1,000 5.0000 LODO $.DOC 6,00 5100 6.000 S•DOO S. ON 6,00 5,000 5,000 60,6,i0
Nlstellmaous Studies 1.000 _y Dodo _?.OOO _ 2.004 ?.Ow rm _1.000 1,000 2,000 _!.000 _LDO 14,43
fultsut f 19,500 S 29,SW 1 20.000 1 11.000 $ 18,000 S 16.000 1 16.000 6 16.000 ( IS,SO0 6 13.000 1 13.000 1 13.00 1 205,500
PA OPERATING ft1EN51
pool and Pitts bl+p4tcA4y 6 116M 1 1.600 6 1.600 1 1.60 1 1.600 S I.600 1 1.60 1 JAM 1 9.600 1 1.600 1 2.600 1 1,60o 1 99.700
JACItITIES [PENSE
Briggs ONOad 1 MOO 6 11000 S 1.000 S 1.000 $ 1.000 1 1.000 S 9.ODO S 9.MD 1 9,000 S 9.600 6 9.00 6 9.00 S 101,000
011 u now eponoon , J.S00 'pq _11.SOD Ii _li Z o I.Sw ,._I mat .-7.Sw --1.90 -LUM) --14+000
646tetal 1 10,600 f 10,500 S 101500 1 10,500 1 1O,S00 1 10.500 1 10.500 1 10.500 6 10,500 1 10,500 6 10,500 S 101500 6 126,000
fatal S 0.4% S 59.350 S 50.1$0 6 171380 S 49,660 S 67,680 1 17,980 S 47,990 f u,1SO S 45,950 S 16,250 St66,150 1 SIMS0
ALLOCATION 10 VAN Ij_{(34)
prom S to tOO S M•ID0 1 20.000 1 M.I00 120.100 120,000 I20.100 S 20.100 120.000 S M.t00 110.100 3 20.00 S tw.6m
pre 1,100 7,400 7.400 7.600 7.100 1.100 1,4DD 1.400 7.400 2.100 7.400 7.100 66.100
. 1.310 050 1,340 64,140
Otr,t,A 5.350 f,340 1.950 6.310 5.350 6.340 6,3s0 6.310 1 350
forland 13,830 13,610 13.640 U.eDO 13 130 13,640 33.930 13.030 13.640 13.630 13.630 11."1 I66,0o0
kaanY1111 7,170 2.170 2,170 I'M 2,170 1.170 2,161) 1170 0,V0 2,170 1,170 2,160 26,010
6 665.?SO
Draft k". t
('I r; 1'i'~, F••r:'i' ''i r',; ':VI~.111'. 11;1'Y' tli' I~III'.f. Itl{`'!]lll; (:{;;1,
1'3.P,+i11t;C :!,1SCtl,1t; l;l'1!(I'il'I'1(]i: 1 ,;11.1'1'11::; AND
I'I'll 21,01U 111: 1;15'C A III Ilti']'i1;S
11115 NT cuibodlus four ^ujp,jrnte colltractet, which
for t1t0 nxo:,t. port :ire idcnl ical , in order that alt parties
rif;natory will 110 apprised of all, content: and under no
circUnlatance (IOUs one city nn:;1]m0 on ob.1 i1l,aL'tou, ai]i.eh ln, t ~r
the terms bri-vof. i r] assliled by nnothcr city. T11(-Se contl'aeLS
rlre ntruic and , ,lLercd into as of Lhe dtly of SepWiibur,
1915, the fi.rSL central~L is by and bC-k:Vo-IC the TEXAS MU1,11Cll'AL f,
POWER AGE31CY (herein.1't0r called "Af;('I]cy"), and ..h0 City of i
1;ry11111 (hart'-lllaf. to, call. ed "Ill'Y'u]") , '117(1 a ocond LontrneL is
by and betwccrl the Ay,el[Cy al,a cite City 01' Denton (I]el"U111attCr
called "Denton"), and a third contract is by and bcLureen the `
f.
Agency anal the CiLy of Garland (hereinafter called "Garland"),
and a fourth contract is by and betweua the Agency and tllc
City of Greenville (hereinafter called "Greenville"), each
of such cili•-'S bCIni; it ulullicillol COrpOratiOt, ort;aniZed and i
existing tlnd.r the Cons Litution and laws of the St+1Le. Of
Texas (hcreinnf.ter C011CCLiveiy called "cities" or "each
city" or "the city"), and each of 5001 parties being a
political subdivision of the State of 'texas, and a body
politic and corporate.
W I T N E S S 1: T It
V.MiMAS, under the provisions of Article 1435a, V.A.T.C.S.,
entities engaged in the generation, transmission, or distri-
bution of electric energy may Join together as co-tenants or
co-owners in the planning, financing, acquisition, construction,
ownership, operation and maintenance of electric generating
units and plants, electric transmission lines and other
electric facilities; and may enter into al;reements 1:or the
planning, financing, acquisition, eonnLruction, ownership,
operation and maintenance of jointly owned and operated
electric facilities; and
WHER1:AS, acting pursuant to Section 4(a) of. Article
1435x, V.A.T.C.S „ the Texas Municipal Power Agency has been
created and established as a municipal power agency (without
taxing power) as a separate municipal corporation, a political
subdivision of the State and a body politic corporate, and
-such agency has and may exercise all of the powers which are
by Chapter 10 of Title 28, Revised Civil Statutes of Texas,
1925, as amended, and Article 1435a conferred upon a public
entity or entities; and
WHEREAS, the, Agency is empowered to snake contracts and
reements with municipalities, political subdivisions of
Magge State, and public or private corporations or persons and
perform all acts necessary for the exercise of the full
rowers invested in it; and
WHEREAS, by virtue of the foref;oing, each of the parties
I hereto is empowered to execute this contract; now, therefore,
THE. PAnTI}.5 TO EACH CONTRACT, IN CONSIDERATION nr 1'ut
MUTUAL AGREEMENTS AND UNDERTAKINGS HERi;1NAt"1'ER SET FORM,
HEREBY CONTRACT AND AGREE AS FOLLOWS:
„i:TICLr T
SECTION 1,0lt An the basis for itll ontertng into this
celltraCC, LIIU-paLLIvs Lo L1,w;,@ FICVC1'111 COnt1'.'! Fti nnrlt i.1I;
the £ollowitil', f.ind[nt;o oL f ttl
i
(n) I'hr Cities (if 1'n'V~n, pcnton 6arl:ind and Great- i
Ville and thtl Br;W.I:lcctIic i'UtU'1r 000Jie1'ali_ve iud. t,
(hereinafter collectively referred Lo as "entities"): G,
(1) cacti main Lain iLs own (ACC tric genera Ling
faei.litice; to mecL power and electric enerJ;y r
requiremettL;; fur its L)wo elecLriu sysLcm; and havo i,
eutarcd into a pooling az;rccmrnL Arith Vault other t
for the purpose of:
t
(i) effecting invt,o:tmenL o"d operating
economics by pooling the use of reserve
electric capabilitics and capacities; and
(ii) obtaining power during emergencies and
scheduled maintenance service; and
(2) are members of the 'texas Interconnected E
System so that the generation plus purchased power
will equal fo}ccasLed peak demands increast:d by
15% in order to provide the pro rata share of the
reserves required by the Texas Interconnected
System; and
(3) endeavor to carry a spinning reserve above
load requirements, as required by Texas Inter-
connected System; and '
(4) have electrical systems which are connected
by more than 1900 miles of transmission lines
which extend southward from the Oklahoma border to IEl
just north of liouston, as well as from Bryan to ns
far west as Seymour with coordination of generation
and transmission now being provided by a central
dispatching center in Waco, Texas, (which center
coordinates the level of generation 'of each plant
and the control of the system transmission lines
and substations), and
(5) now have a basic transmission interconnection
between the parties which are provided through 69
and 133 kv transmission facilities of the Brazos
Electric Power Cooperative, Inc „ and in some
instances direct connections between the parties
and privately owned utilities in the areas of
service. II
(b) On a national level lond i,rowth for electric
systems has doubled npp oximately every 10 years but
the load growth of the e,ttitics' systems has almost 6
quadrupled in approximately 11 years, and the projected
power requirements of the entities indicate that additional
generating and transmission facilities will be required
each year r,t the next decatit, and a half in order to meet
peak demands needed by the year 1990; and
(c) It: appears that small indoptndcnt plants will not
meet the needs of the future (1) becuuso of their
hither construction and operating costs which result In,
power costs higher than fonL~aw~tulI pmorc rovi_ fficienfficient
plnntt,, and ('1) 1ar;,' 1
tttillrrt.Liott of ,cnerat.ion an i tr,tmsmittvirnt fncilitirz,
increaser! reliability and a reduction in multiple
planning and operoti,ng coats, and r'eduecd environwentnl
rroblems; and
-2-
i
(c}) ]n connccLiuu III Ute l l;uis of the panics hc•re':o '
to acquire and obLaiu rLIA Lici;ll l;eneratiun facilities
iL i:: ap~nrciit: thaL a new supply of fuel will be required
since (1 untur;tl l;ar; is the p,•ileary fuct source for
Lhe l;enerat i nt•, C,Ic i l i tie:: Env each Of the entitles 'Indble s
(2) the supply of natural g, is n fuel is of qULio
dupcnclabi lit y ;ind dtn•rnt ion in tl,e .1il;hL of cxisLing, r
supply contracts ;Intl the impendinp, curtsilmcnt of a, for
deliv_ry and r(-sLi•ict ions on the use of natural. ga i
boilers; and (i) it is niso apparent that the construction
of a large lignite fired generating, plant by this 1
euLiLy acLi,l; alone would not he uconomicolly feasible;
and
(e) A consideration of the load growth of the parties
indicates that. projections couiu vary from the histor-
ical trendy but sharin of capacity with other entities
will reduce the ha.•.ards of incorrect load projections
for the tha date entity for placingunew ijointcifacilities3in llservice;
and
(f) It appears that there is a need to expand juint
efforts of the parties to include not only the sharing
of the reserves but also the benefits of economic dis-
patch and savings in capital costs by the construction
of large units in a coordinated plan; and
(g) Petroleum products, particularly natural gas, have
inereajed in price from 3 Lo 5 tines, and natt•ral l;as
curtailments have occurred on a random basis with
serious consequences in fuel supply problems by the
entity, and additional curLai.iiUU-i _ arc being erdrrnri
by various regulatory agencies and the increasing of
coal production is a long slow process, and it is
prohibiting
hampered in ncoal part
and petroleum tl products t with oaShigh
,
the use
sulphur content; and
(h) The uninterrupted and adequate supply of fuel is
essential to the continued operation of the generating i
facilities which mandates the development of fuel
supplies controlled by the (i) In the investigation by the entities of certain
lignite deposits preliu.inary indications are that e
sufficient quantity of lignite exists w3Ybut
construction of a lignite fired generating plant
the informat:r.on received to date requires additional verification, and if the e9LIMA ed quantities are
reasonably confirmed, additional expenditures will be
required to obtain options, royalty contracts, etc; and
(j) The 1iy,ni t e deposits tai fhe be of ndo.luatc qunntity
and aceeptal;10 tlu-tlity which cc3ld be utilizedh With it
moderate problvils of combustion and handling
br determined that the lil;niLv ixi:;ts In commes:C1 l
quantities; and
.3-
T
t~;a i ~;'.;t.iu(~ ;•l, ul l 1„ ~,iv;n li ihr d-: irahility
of ownin;; coal d.pu;:itr in order to Obtain a 10;~p, t:Crm
supply or in Lhe ;111-CrnatC, contractual orrant,(nCnts
should ho. "Ode wiLh cool vertclart; who would Indicate a
reasonable :savings to the parr ics if ouner chip (if' such
rc::ourcC;; an(1 f;;ci.l i-Lie:: ncccssarY to uaine and transport
the fuCl can hC properly fin;utced and careful nnalysis
I's required to detcrminp the except. 01, capi.tal funds
which would hu needed to insure the d,-(licaLion of
adegrtate re:u,rve;; for 10111; Lean Utilization by the
pvoce:;s of diebursin;; S1111s antini "front end muuuv ,
and other capital funds would be required or be better
expended for Lrunsluissi0n, l,encraLion and transporta-
tion facilities (if given a higher priority) than
owning fuel resources; and
(1) The acquisition of fossil fuel resources at locations
other than the generating plant site will require
transportation of fuels from one or more geographical
locations in accordance with a particular state of the
art for each type of fuel whether it is solid, liquid Y
or. gaseous ; and
(m) Until such time as there is a definite commitment
for coal or lignite (either or b.;th) resources and the
established magnitude of fuel to be transported in any
given year it is not possible to identify with accuracy
anticipated transportation costs; and
(n) it appears that additional investigations should
be made to determine whether various types of traus-
portation facilities could be leased, thereby increasing
the maintenance
economicalato npurchaseesuchrfawether cilities;
would
and
(o) Nuclear generating plants both planned and under
construction hava been subjected to vigorous opposition
energy; andnstruction and
causing asubstantial
ByY; .
(p) The refinement, enrichment, conversion and fabrication
of nuclear fuel involves long lead time commitments
similar to developing flew coal resources, and the cost
So (uranium)
that l the supply almost
of
in 4 the,past nuclear 2 years fuel
quactrupled component
domestic uranium is anticipated to be extremely tight
by 1980 so as to cause an increase in the price of such
fuel; a pion nuclear
entitics' gricrationorequirenents.
supply portion
and
(q) Transmission planning studies ennnot he refined
until final gcnernt..Lon plans have been completed and
sufficient information lets been unsewbled to vntahle
preliminary trantimission arrnngementa to be developp eel
and additional study IS required in Ct~nnection Wltlt
such Lronsmidsion pluttd; and z
11
:i
(r) Tran!,rnir:iinn mists involve tI,o colupttGttion of
mileage ns well. as 1110 numhc'1 of substations which
cquulkl he Ic'jkliLeJ crud
(s) The pl.nnunp; of the cxpan:;Jon of Clectric p,encrat-
int; facilit icsl in the 1%1p,llillid v being; considered by the
partic;, requiroc, nu idcntiJicr+Lion of potential water
YesOM'L'U;i which uiiglht be utili-;ced for plant cooling,
the specific Lype of c•ooI!iii,, :system for which the plant
is de5il;llytl det,'r1!lining to a lorge extent the cooling, ;
rc:quircmunts sillcc the Lotal woLcr makeup rcgnirow'cnts
could gcnrrolly be expected to be between 1/2 anra 1
gallow per Icllowatt ]lour for evaporative and blowdown
losses; and
(t) The rmip,e of water utilization would also depend
upon whether I.he plant uLili.ed water for its cooling
systems or t.hctll, dry tower:: were usycl where water is
utiiiZCd only for boiler blow-dM,m, avid the variables G
involved in Lhe uti.lizaLion of cooling water requirements
indicate additional capital cost or annual operating
cost would vary so that a study is tlceded in order to
determine which is the most economical for the parties;
and
(u) Power flow analyses are needed in order to deter-
' mine transmission requirements, and environmental and
economic considerations require the opportunities for
joint planning and coordinated developtllewt of trans-
mission with other area utilities; and
(v) The question arises whether combustion turbines should
be added so as to relieve a porLion of the deficiency
in capacity and oner6y for the period of 1978 through
1982 even with the iwcreasitxg cost and reduced availability
of natural gas and liquid petroleum fuels but it would
be feasible to further investigate to determine if the
combustion Lurbines could be used as the initial building
block for the insLaliation of combined cycle generating
facilities, but the type of combustion that should be
used will vary wJth the amount of time per year that it
will operate, The approuclx of adding a combustion
turbine with an existing unit requires detailed analysis
so that consideration may be given to the anticipated
life of the existing equipment in connection with the
cost analysis wh W must be developed, and it further
appears that steam }cessurc and temperature conditions
for existing turbines would affect the approach and
cost that would be used; and
(w) The delegation of dispatch responsibility for the
resources of the parties to a central coordination t
center would be on improvement in the overall economics
of operation although local conditions such as minimum
lorld VOCLricLiolls oil units, lfilltntlc,ns on ineoml y,,
transmission lino or transformer capabilities, and the
need to opex•ate generation for voltrxgc ^up p ort might
place some con:ltraintunts on dispatching; and
ft
t
(x) is+lcit cui i I y tai 1 ] recd vc i I, cuef it. from lltu Idi t1,:
1, 1; r1 en l,r. e,ad nd far Ih -rvir V r. and werrk to
1,c 1) c,1 f,crnctl uLtder l.hc provisitmr: of this controCL
since (1) 0:101 of the enl,inccrin,' sludIcs are needed in
order that ,111 i-nforned judt;111arnt nuty be urtde as to the
extent LI,aL lhi1: entity Should prucced with the 1)1'opos0d
joint. 0ndeavors, and ;;uch studio; will uls0 give this
governing body tlu iufutmatiutl L11;1L is nec,lud with
rcL;pceL to sumo of iris u%al opcrution:; so itl1prov0nu:nt s
in procedure:; luny be p0C cctcd, :111d (2) it. is n"oSL;Zlry
to aryuire and develop 110W fuel :,ources which may be
used arui utilized fur ;;c-nuratiun, and it is r'[3sl:nLia1
that a fuel supply be obtained and developed prior to
the deCerntinntirn of the location of proposed generating
units, and (3) the construction of the interconnection
with the private utilities and the transmission lines
to be constructed arc uccdcd to provide capabilities of
er.clunginl; elccr:ic cap;tciLy and energy between entities,
and (4) Storage facilities for an emergency fuel (in
the event of natural gas curtailment) are needed, and
(5) feasibility Studies must he made for the purpose of
obtaining financing for some of the above mentioned
facilities; and
(y) A nationally recognized consulting engineer has
extensively studied the alternatives of independent and
joint action in obtaining generating and transmission
and developed estimates of the costs of both which show
savings ran;;ing from $56,000,000 to $1,013,000,000 over
the period from 1983-1994 due to joint efforts.
The governing body of each of the cities signatory
specifically finds: ,
(i) the foregoing facts are true and recognizes that a
joint effort with the Other entities is the best course
of action in i
taect power supply and requirements for l1 future; and
cosLS received by obligaltedito payl
excess the of benefits
beiin that
hereunder (particularly since such costs.are to be
shared by othurs) ; and
(iii) the engineering studies pr ,posed to be n:acte
hereunder relate to facilities wi, ch are required in
order for the alectric light and power system of such
city to provide efficient service; and
(iv) the improvements proposed to be constructed or
acquired by the Agency hereunder are needed to insure
that electrical r_•nergy may be made available for us-
And distribution by the electric light and powcr ry::tetn
of such city and Lhurehy provide •tdrqu'lte servico to
the cu~to;:cr~ of the ri rydistribution system.
In the makinh of i:ndiiij,* he Aria, the parties aio :;rttlst;;
forth a portion of th1 reasons Cor the exccnLlon hereof, and tto
.lance are nut to be cousiderrcl ac rcproseutntion:; upon which
third parties have any right Lo rely without independent
verificakion.
I
the 11n r t i rt: i rvci l ory , ill recop,n i t ion of
the facl.r. !;(A Iurt 11, bcJ icv(' lltcrc 1:. .t Ileed for iIiiliwd I.I LC,
.1LcIr:, to i u t. L1 . .1 i11 ti.l ,.I .I)IIiI1 A'i 1,11 ;V.. 411,1 nt01'
wider tlic provi:;1oris of Arl irle ih'I';:I, V.A.'T.I;.S., a:: well
aIs the twee",;il y tIIt' inuncdi.I I I. sl vp!; to be tnlcrn 111 the
devel Olwicnt_ of all rdeyua Lt, Iti~: I s+.ippIy for the proposed
g;cncrathq, kav I I I ics.
SF'(71nN 1 , 03 : Tl,e C i ty ag!,rce:: and covenants with the
Agency tiin( to the extent iL mny Jo};filly da so:
(a) The Ci Cy wi 11 1101. tlel'Caf t er IT-Ike Wly Cxpendi LUre
of funds for thu prtrpose of consLI uctinl; or aaiuiring, additional
electric.},encratiop, capabilities (Including, improvements to
or uxteII!;iuIIS OC prec;enCl)' cxirtting, ;(.-nesting, f neiIiLies
which increase the rated capacity of r,uch existing facilities
by more than 10'7 in any iwo year pericld) other than those
gr,envrating; facilific:: under contract for construction or
under construction Is of the daty of this Agreement, or
other improvements ([lot addit.ic'ns to the plant:) which have the
result of inereasing the rated c..npacity of the generating
facilities to such an extent within such periods, unless:
(1) it has obtained the approval of the some as a
joint project from the governing bodies of the Agency
and the Texas Power Pool, Inc. (hereinafter called
the "Corporation"), or
(2) the governing bodies of either the Agency or the
Corporation fail to approve the sane as , joint
project for a period of 90 days after writtc,n
notice is given to them by the City that the City
wishes to proceed with Lhe project.
(b) The City will not hereafter make any expenditure
for the purpose of constructing or acquiring additional
transmission facilities which will interconnect with an of
the facilities of the Cities or any joint projects which are
primarily for transmitting power to llrazos or the Cities
unless:
(1) it has obtained the approval of tl.e some as
a joint project from the governing bodies of the
Agency and the Corporation, or
(2) the governing; bodies of either the Agency or the
Corporation fail to ap}Ir0Ve the sam: as a joint
project for a period of 90 days after written
notice is given to them by the City that the City
wishes to proceed with the project.
(c) The City will tint m;lke any expenditure for the
acquisition of a fuel supply (other than I.ltural f,ns, oil,
diesel) for its 1t!cLr,i.c g;enerxLIng facilltie:l un v,:s:
(1) it has obtained the approval of the same as'
a joint project !.'tom the J;ovcrrling; bodies of tho
Agency and the Corporation or
(2) the governing bodlc•:1 u: cith,r tlrc Ag;uncy or Lhu
Corporal ion fall to approve ilic ,ione its a joint:
project: for a period of 90 dny4 7,fter writ Len
notica It, g,i.vcu to thew 1) 11 the CIL; that- the City
wishrv to proceed with the pro,iecL.
-7-
(d) 111c Ci I y tri I I I:oi hcrc;l!'trr cntrr a cc nLr,ICL for
the Inn rllri:;c 1)Y it of col"oily 1117 cIcet I- it, cncrI,y to m uL
loud 11111:; rc:;ctvo:; with :,ray cnLiLy Oilier Oian Lhe Ag•Ct11lY,
lirazo:l or Lhc c. i Liu:; uu l :
( I ) it h,i;; fir:;t off(. d in writini; fur it period
of Len CONSQVIII Ivc: day.. lu t)uiLll.;;,~, "UX11 c:il=~iily
or enerl',y from the Ap,~ nay, NrilZOS UL 1170111 (1110 of
acccp'Led colld [t i oil.)
and ,ut'b tOffcll;Itihastnot !.;11!l turs
or
(2) ruin the other cities and the Agency
not i.(y Lhc City in writitlf;, thal no capacity or
energy i:; :rvuiluLlc in Lh,, qu:uitiLy (under the
sake' tclm:; -111(1 C01 ditiOW;) and for the period of
tiwe requesLud by Llic City.
The provisions of this paragraph (d) have no application
to the purclIaSO of cap:lciLy 01- cncrYy (i) on an emergency or
strand-by basis, of (ii) under a contract having a duration
of less Lllan tt:o years (including, ;iny 1701101•;11}s thereof), or
(iii) for power or energy incident to the colisLruction and
testing of any facilities coustructuei by Ole Agency or ics
af;,llts, or (1v) on the basis of economic dispatch l economic
dispatch" means the allocation of the total generation
required of the pool'ossible alteriiate
pool economylconsistentiwithder
to achieve the Lest }
safe, effective operation. (Factors to be considered in
determining the hest possible economic: include line losses,
generator efficiencies, fuel c(sts,load plimits of generators,
transmission line load limits, purchase
fuel, generation, and purchased power contractual obligations)]
between the Cities, the Corporation, the Agency and Brazos,
any or all, or (v) under the existing, contract with Texas
Municipal Power Pool, Inc.
(e) The City All not hereafter enter a contract for
the sale by it of capacity cities 1c unless: all entity other than
the Agency, Brazos or
(1) it has first offer,d in writing for a period
of ten consecutive days tBrazos ell such capacity or
energy to the Agency, or to one 0 f the
cities (under the same terms and conditions), and
such olfer has not been accepted in writing, or
(2) Brazos, the Aj$ency, and the other cities
notify writii,g that
quantityn(undercthe same
energy is requ
terms and condition:,) .VIII for the period of time
offered by Lite City.
The provisions of this paragraph (,e) rlhave noapylication
to the sale of capacity or energy ( ),,lvin' 1 duration of
stand-)y basis or (i£) on a conl:rac: I f. IS L less than t.wo years (inc ar inr.aidyntutowthe con struction and
(1.10 for gully},asc of }
testing of any faci].tcie:; con: Irni•tcS by the Agency or (iv)
the basis of econonic (1181patelt 1. WVV I tile Clues, (v) to
Corporation, the Aguncy,1nti llrav.vs. ony Or uilitlcl)
:3 L idclli
CUSLotlters who are VOL Cla,,u liiUtil,it'de hl,tlllt. 5"riI;C..P.C 1
ex(!(- t nt irolnttS points,
at Wlich pclwer illld ellt'rf;y frow it ttati.;wisi it'll Or diotvil'W'I(,l
system of one enl,ity is delivered n:c },urcll;l:;e } power aL the
distribution :;ysLetl, of another entity, or to one of its
members, nub::ldlarit's of cu::totnors), or (vi) to Illtnlici.pnl
colporill-ions 01,11, .rc n,ll Lhcn illIVI'VOniCtt'd with other
utility companies ui' (Vii under Litt t(v£11)11),tc1uat1riit:L wiLh
Tex,lo, Municipaal Power Inc. ,
dlat.rihullolt cystenl which is owtiolt by a city clod operated by
tho city tteperal,ty and apart iron ilia C]Ly'S sy,sLum.
upo:;c ar l intcni .cf l,,n'trf,rrrlh (r) ir: to prc~c[it.
Lhc ucle of :,ur pi u:. i tc I c i c u, rt',y uL c+rp,rc1 O by l lie C i Ly
t o . I rr 1 11 ^11 firr o: , i iw nrhrr vi ri c,n cir I hr J1n,vncy i t
such k ,or-,y or capacity (1) k required tr meet the needs of
iSralos or the citi.e:: and (2) i>>:cy he IHaoIV aVal ,lrrhte to thcut.
It iH 110L 111 Ltrtdcci LU prevc - nt file t;alo 01 eleet.rie enerf;y or-
capociL Lo reCtliAr cu:oLrnneLC, of Lhe CiLy.
AkT W'J.F. 11
SF''TT0li 2 . 01 : 1 n c•onncc t i 011 c. i tlr i 1:s undertakings
hci'oondcr, c;cc1i C i I y rc°presenl,as follo'rs:
(a) In its CO paeity as a duly incorporated city of
y'rxrc'; 1 t, i s c nIII(-wct-cd under 11, is ahl e 1 aws to
enter into the engaGcments prescribed for it under
this aVl'i-,went and to perform all obligations
which m. r cSnlt Of-'I'cfrom and its governing body
has duly authi ced e.cCUO Un of this agreement.
(b) It will timely pay to the Agency the full amount
it is regoirc:d tai pay udder Lilt! pruv,sion:: of this
contract for the services supplied by or wort:
performed by the Agency.
(c) That it vill (i) plan, construct, maintain and
finance fis electric transmission and distribution
system, and (ii) set and collect rates to custoirtt.rs
for electric service adequate to meet its obligations,
including those hereun'.r.
(d) 'that it will cooperate with the Agency in the per-
formance of the duties and respunsibili.ties assigned
to the Agetic'.y by this contract.
SECTION 2.02: Agency represents to the City and agrees
with such parCy that it will do or will cause the following
to be done:
(a) prepare comprehensive plans for the generation
of capacity and energy and the transmission thereof
to mutually agreed upon load centers. The planning
by the Agency shall ire comprehensivq 1xi, ;nature,
shall consider the sources of fuel and water, uses
thereof, recycling, pollution sources and pollution
abatement techniques;
(b) join in ilrc pec'formartcc of planning functions
and enter into planning; ac;reemcnes for such term
and upon such condit;ons as may be deemed desirable
so cry Lo provide coordinated planning on an area-
wide ::talc;
(c) evaluat.a t1ie planning as facilitio are omplet.cd;
(d) coordinate :rnd monitor: he du+ign, cunutruction
and opc,ci1011 of joint facilities;
coordinate rind monitor the economic dic:patching,
OE gcnrnnlinf; facilitict,;
(f) provide nccauntinf. and Cunt education fur abuvo
a'Aivities.
-rJ-
E
AR11CLE I LI I
nCy , a! L he r
Jiit'~'fli+ii 3.6I: J hu wail; LO be J une by t he A tC
tIIYC'•II^,h i r. fri Al '-nr'Iq. ~WTII'II iVus, or 11111 I In ri Ip'eII ty nr
under contrrtct with other:., by virtue of this conLracL i:: I'
as follows:
(a) Duel duvelopmUnt:
Bryan Iihnitc:
drilliutl„ lol;t,,int;, coring, sutveyinJ;,
testing, and arralysi.s to ~ICCUrntcly }
tictcrIII inc Lhe qual ity anc! quantity of
thu liguit.u Npos.it-5; acquisition of
land or iuLcrest Lhurnin.
The Agency shall retain such geologist
or fuel conculLing firm (either or both)
as in its judgment is requived to make
appropri.:lte determinations (based on j
such drilling, logq, cerings, surveys
,ned analysis) as to WheLl r such litnite
deposits are of commercially mineable
quality and quantity. The A;;cncy shall
utilize bond proceeds only for the
acquisition of land or interest therein It
as meet LW cri Luria established by such
geologist or consultants.
The cstirued budget submitted by the
Agency as guidelines for such proposed
operation being as follows:
Estimated Short Tenn Item Estimated Cost
Paul Wcrir Studies $ 226,500
Aerial Surveying 95,000
Drilling and t,cological analyses 519,000
Land men 316:000
Lease options 40,000
Leases of land 60,000
Purchase options 25,000
Purchases of :and 3,600,000
Lease conversion Lonvs 105,000
Geologist lease con-er.:ion fee 150,000
Preliminary engineering studies 100,000
Environmental and Or quality studies 150,000
Legal evaluation of deed, titles 50,000
Testing of cores, samples 35,000
Miscellaneous 100,000
$5,571,500
Other lignite:
drilling on exploratory basi.a and pre-
liminary loosing (under Levms and conditions
similrn• to Ih qP 01'r Corth with rcr.gect to Bryan
l 1 i;~~ i ! c)
S l5n ono
WL':i>_er11 cord
dcvcl uiucltt: r~pcnsc:: t~
II - .-ot_i;1t 11117 I11,, 111T 10V
Ill older to cicC,i,,11e uvailu'viiil.y ui
a fact sui ply. r
coal as
nn i
i 0
q ~,utr
lII
(l,) I n~,ineeriit}, Stu~iitr,;
nlir rnnirr
siny,l,? cycle c,anbustiOil turbines
Li vu I:yciu c,nH d,u:.Liv u LUf U:.IR+
cOMM icd cycle p,ener;iLicrtl
combu:,i.ion titrbinc: rotutrcted to
eupl ly wx3te heal: Lo older exist ink;
urti t,
uci;ut i;it ion of fit•m power. purch;iso
coot r;cts wish other suppliers of
elccu is encry
YLCparaLi0Li ofc:asib11iLy GLudy for fill,uciIll-,
$ 50,000
Fconotnic uispaL.ch:
'Fe:+ts on I,ee-fururax•c , i generatin}, units of
the cities of Brvan, Denton, Garlan(l, Grcutiville
and the lirazo: 1ll~Ct.ric Potter Cool) err',tive, Inc.;
;:Ludy I' existing, pneter pool,; stutlie;. in
eni;incurinF accounting,„ computer analysis
on accounLing criteria; operating guidelines
and pet•sonnel,
$ 107,000
Comanche Peale Nuclear Plant:
Enginccrink; study on feasibility of 10%
participation in the plant,
$ 50,000
Village Bend Pumped Storage:
Project investigation under application hereto-
fore approved by the FeCezal Power Commission,
Phases It. and 1B only (the work prior to
Project Evaluation Report),
$ 125,000
Microwave Coirn.unications System:
Pugh and sito loraric,n studies and contruction
of Oil facilities.
$ 550,000
Transmission Planning Studies:
Evaluation of alternate transmission plans.
$ 40,000
Texas Interconnected System Studies:
Gathering of data on load flow, short circuit,
power transfer, sLA ility, etc.
$ 5,000
Fuel Stn,iic.:
it, v .I0pturnt of n fuel vinnagemcttt study,
(ttu.tntiLies consumed, us,.%,,e patterns. etc.)
by congiuLcc au;ilysl.;.
$ 10,000
-ll-
p, ,I,I:ii lr•rl tu,l~,, ul n1 V ~,~:~I:: fuvrilv,'d it
t',,iI,. r,..•i rl 11r11 ntirl Ir;r n;.lul r:'I hill ~,lc';..1~;IC lty
.uRV an,'ri'.Y•
//,000
(i•) Cotf::trurl irut:
ilitul'C,t,InL t.]Un .:itit ht'iv:~lu tttilitiea,
$1 000
UViu,,ur t; rco evil 1iuC -
~tddiLiuur:! L'unncct l~rLenviIILtlL:trland
fur 011C I- trncy Ir(twrr: eny,inecring ttt iLe
liWij,.iLy ,'unsl LUItiutl expcu:;u.
$1,000,000
(,i) Ac;lui.:;i t i u:- !"V '.::Ci I i L i rr~ ~.r• ui 1 (enicrslcncY
fuel r:uppIy)' $ /,30,000
S?iC'P10N 3.02: The amounts hereinabOVe set- forth are
thosv, j,TiJ-cTi-tFii, Tgency feels are proper amounts for the
respective put:poses; that, the amounts shown are thu approximatu
anticipolud expenditures through June, 1976,
SECTION 3.03; It shall I,e the duty of the Agency to
ampli, a projucC budgeL ,f l,oposed pital expenditures as
may be required by it so as to insure tlto foregoing project
is accomplished, and Lhe transfers of money from one item to
another may be made by the Agency; but no more than 25% of
the a,nounL budy;eLeu Ior one i LLKn (li,Uiud ilk SLCi10si 3.01) in
excess of $50,1)00 nor store than 50% of the amount budgeted
for one item of $50,000 or less, iaey I- transferred to one
or more other items without approval of such transfer by the
weighted majority vote of the directors of the Agency as
well as a weighted majority vote of the Agency's Board as
contemplated by the Rules and Regulations of the Agency.
SECT10N 3.014: Any study wade, including all preliminary
and fin T report, as a result of this contract shall be
made available to each city. Any facilil.ies constructed or
life,
acquircc!
Agency during
but ttsholl their be u available
be the pursuant proncrty !his the colArfICL
shall
for use by each ci.ty, :.ubjecL to a charge for maintenance
and operat.iug expenses (bayed upon the pcrcetlt of the capacity
u:;ed) of such facility wbi l being, so utilized.
Any interest in land or fuel olitained na a result of
expendituraa made pursuant. to this coutrnct shall be and
remain the property of the Agency, and fuel shall be manic
available fur use In thV p,encration of LIveLric enerply as
contemplated by the remainder of this SL'cLion.
The parties hereto recognize that the purpose or this
igrecment is to provide for certnirt prcllwirtary expenses of
the Agency Frith the view that tha Agency 0.11 br: sit position
to acrlul+re imd entintruul. (and provide fuel for) ldditinrtrtl
0 1 ULr1c g;enerltL1USi faL:il1L1c!4 iw os tit pt'uvide e1LC1i•ie
energy to the citiew and 11.1-azos.
For and in con;:lder,'tti,,i of tho ny,ret-wonLS of the
cities and 111azu.; cuntoin%d in Lhc rnntracl.s being; rlimult.aneourly
uxecuLed, the Al;cncy JIAIS and dues hcr'L'by ap,cce to dciiver to
Brazos and (he cities energy produced by the electric gc•neratinl',
fnciIILi ea th:tL thu Ayr,ency wniv bete;iiler , IL'tlulre, ullir.inl;
Lhe fuel acquired under Llte provi:+io iterooL rub•juut to
the lintitat.ionn of this hcctiotl.
i
I'lir tiia"unl 11 clcrcrrit rn1r; 1,:i1c' tv;lilrtltlc to Loch of
Lhe ci I i1. 1nd I o I'ru::o:. uinl~ r L I ic c:n1tl rncrL "lent ion( td) -L t,
ilia hu:; ir.I1 ul LIi1 cnCy'. t,(i1ta.+Li",, I.rCiiilic:, bit,IiI i,.:
I t t 1 1 . t 1. t lt! ",1,,,,, { . Itt rlt rrln 11 , I hn
au;ount wlI icl1 ii i:; 11cta onid by the iLit':: anti i s tras, rc:tpcctivcl
as dcht :cervicc pnyiocilLs
tiuch value of cleeLric c,nc'rgy nh;tll be determined on
tIi c Unsi - : a l' oOs.I of servico S(IMiC" with rcftard to pnulucing
SUCK oTn(:rt'.Y (as deLcrmincd Uy n tcy,i:: Lc ).cd IuoLusaivwll
VIII'jneer ctupluyccl by Lhc ap,a:aiy).
In the event Ilie Al',eucy flocs not rtcquire n )',cncratinf;
faciI.iLy C apa1 0 (11 it LiIixin;', Llac fuel 1cquLrcd hereuo(1t, r,
'h^ Agency, upon the Sale of. such incl., shall credit Brazos
tt,.
and each of. III(! ci l.i,•s with the prnporLionatc share .)f the
recuipts from such sale (h+<::ctl upntl 11CIA Service payment,
made by each c;uclt conLracLin;, I'm-ty).
AIITICLE, 1V
SE'UTION 4.01: As usetl in this instruuwnt, Lie terns
"debt of -fain A~;i slcy" means I:hts principal of, ir.c-crest an,
reserve fund for, and any applicable rcdempLi(al premiuin with
respecL to the initial series of bonds of the Agency known
as "TEXAS IIUNICIPAI, POWER AGENCY 10-Al'NUE PONDS, SFR1G8
19750" dated September 15, 1975, to be authorized In a principal
amount of not to exceed $10,625,000. 'Phi term does not
include any bond or othc. obligations issued for the purpose
of refunding, cancelling, and in lieu of such Series 1975
bonds, The parties contemplate that a naw contract will be
executed in the event such Series 1975 bos.ds are refunded or
if additional bond obligations are issued by the Agency
which pledge ciny incoc~c, revenues or payments received from
a city by the A6e110y,
SUTTON 4.02: (a) For and in consideration of the
Lmdertn lnf:i of-the Agency each City agrees that it will pay
to the Agency an anu,unL of money for the payment of the
city's part of the (1) maintenance and oper;ttinp, expenses of
the Agency and (2) the debt of the Af;cncy.
(b) The amount to be paid by each city for the paymctlt
Of such maintemuu:e attd operating expena;(,r; a11t111 be as
follows:
,16 wLlln for carh htlowatt hour of nel f-rergy for load
of thaL part tell] Or City '1: El cctrI S'yr.tevI or systclo:
during; the fi:;c-al year of th 1 A; cncy. the Leru, "nct
energy for 101111" SIMII hove t€le tocar}inl Sel fol'Llt on
F.P.C. form, 12 K-1, pale 5, Scha-ittle i, i,c., the
system net gviivration plus cnerh,y received from othr_-rs
mints:: energy dll.iVL-rCd to otheris, The amomtt duc ftntn
city shall be dividk'd into 12 al,il u)iitiaLt iy uciu,al
ntonthly paynu_ut:; NIVed upot~ the i-,,t inuatt'd not tatur;y
for lc.,l, Such oJI-I maLe to be I Ie a~: foll.oWs: (I)
pn or I'oforc tllo fh•st clay of cl)nll1lifiltil(yVar,ttht
utility direc! ,r of Inch city
1sxccuLive Ui . for oL Lhc Agcrscy) ❑ r1 port ccmtaiuinf:
11is COAratc (.I Ille net pnorf+y For lord for the such
CIL), for the fol lowlnt', '/h uooth I'•. riled ; ntl t,lwh
report. thtt ari I hmet ie aver;y',o of the pare letilar yea t'
shall be del t'rm11101 (t;ur11 I epnrl ni,ay l-r nhu:a(Icd )y the
utility dlr''.tor of ' r11;' !I~! ''",r1' rh.rn I, l,'r in nn,y
one ritwal yuor) and flue tts•i:hmi'l is ;:vt rnl;c of net
cncrl,,y for 1""111 or 1':1111 pru-t balm. city for 1111, III-vocillm',
fiscal year of tha Al',cncy shall lit, calcul;tlcd, and ('t)
If t.ita CaLiu,alr of Lhc tai ilit; director i:; not I ituel;
-1:1-
fiEctl li+. ,,rtinl,, tai utl vi,trt,y Inr lu:i,l 011 Ihthislu1 ie:1l
12 u n l1, i., 1nl ;J,,11 l he d I I I I I I 1':;f s11,1 I c i::
lil,d hit it Ehi "tItc it filed ih4.- IiIl,h0r UI Lh4.•
r rlrnl;~r inn:; nl,l n ~i ,IIul,•r ill :uul (;'1 :,hUVI,II:III I'4.:
I v 111:, r In 1 1;n 1L 04.1 110 l t r,t ,'};y tUt' 11,aIIL Ili n 1U
4.l.;
Di cka 4.l r,r 01 I I,u Ar,vi •y :,Iw 1 I t , dol moil nu the aunuunt 1111X11
h.. ;ltl li~,rt lwk-li, 1"I ill i" 111" 1.1 Ce,1iI fise:ll VC.IV -ud
Iu ;1dCIiI.irn1:I n1;,niit ;t. dlw 1li1II be 1,111e,t to ti)v c•!Iy
4.,C C1'etliL ::11:111 IW I',iVe1t to til" City nn th(' 1,111111);
1,:l11 Ch h, ,gin„ ; dti,• 01-I nl,v1' 1 1 f t 1t' ,ddi 1 1 01a1 -mount
d'1e fror; a city it 'mire Ihr:u `17, of Iho :uuouut paid by
t he Ci t y tltn•i np, t ill' 131'1•cetl1110, Year , :111 a11101[All . 0(111.11 Lo
1 tr/, 01 1 h4. !:11(MIll th:0 :;hd I 1 I1,! :tIl,Icd to the sLat (rMcnt
',rill ~1;111 he Ilo it] by i t .
Such payment : 91:111 be madc all or before the 15th clay
of Loch tu,n,lh {c n:;:eurin~, 0CLOl,cr 15, 1975), :ind the
Ay,eucy covcnnuLs llt:,t roomy received Miller Lill!; Jl',reemont
will 1l' n: ed only for the pllrluise of baying its maintenance
and cy,crritiuy; and wily for .tcinn or expenses
which h;'IVU 110011 inclu,lc,l in 4.i pral.nr I,udgut or huc'l,et
al,tcndutc•11L ne ludi u}; :1 lempar,ll y hutlt,et) .
The E11110tint to he I,-id for e.l(lt kj lowal.t. hour of net
enerf;y f,,r laa'd sha!1 111' stthject. to ad}u:,1mcIIL' front time to
time in 1-he fullaw!nl; mnlilurr':
(1) It t„ay lie raised if he Agency notifies Lhe City
Lhat the aulount of income being; received for the payment of
Illainiclionce and opera Lill),, exlicnscs is not :,efficient for the
I,urpu.;e '1114.1 that the atuount heing collected from each entity
contracting with Cho A};envy is being increased proportionately;
such notice sh.:'I shag the h-sls of the adjusltnent (increase)
so as Lo provide: not less than Lhe awotlnL hutia,,eLed for such
exhenscs daring Lltic then fiscal. year and nut more than 110%
of such budgetedl amount. No raise in Lit- amount: due from an
eutiLy shall be effcetivu ul>L11 such entity has received 30
days notice of the revisions but a city may delay paying the
increased amount until 60 days a(LOr the receipt Of such
notice of revision pr„vided (1) it notifies the Agency in
writing of it.-; intention so to do and (ii) pays the amount
due frill- the cfiective JaLe of the !lwrcase on such sixtieth
day,
(2) It shall be decreased if Lilt. amount received by
the Agency for the payment of the luaiiitenalnce and op0ratinf;
expenses exceeds 175% of the aLlount. Shown in the annual
budget therefor (tor the 1.1-1en current fiscal year) and the
millage rate will be r,duced so as to provide not less than
the amount budgeted enntu,lly for such expenses during the
then current fiscal year turd not nwre than 110% of such
budgeted amount,
Any surplus (on amc,unt. In oxcess of 110% of the amount
budgeted for such expe11:;(.. shall hl', a! Lhcr:
(1) applied av a deduction from the rmm'I,it due from
Lhe: CiLy dllritif; Lhe llext BnCCetr,.llu}; tiiolll-ll 01 u;,u,ths, 01-
(2) maint.aincd tta worl,.lu ; caili tal by Lhe Agency, as
directed by lilt! enti ties who Irruvi klod Lhe f u"dS. In the
abscrirc of it ,llrrt:Lion 1011,,, IOCeivt•d 110111 tl,: City, money
auplll ic'd by 11110 city 010111 bu a1lip l i e..! it:; it dcdue L i ou f. ruin
the anuninL due from the City. Any :>urpllls which ill in
r.:c'esti of 121i7.01' Llic :w1ounl ahot;in in Ihc- hlul},4.,t fill' m:lintcnnnct,
into] operaL i ng cxpen:ies Oi;tl 1. he rat u, Jlyd 11, tilt' c-lit 1( l e:i who
~t111 l Ik:d till'- I"U'111 nt 1' flill dt, !;h 111
be I;iven or made in tilt- saline pro},, I i„n its tier ftnl,lti were
va'it;iltully l1u!,1 fol. quell uxlJUn. ur.
_I/r-
i t .'111:1; I In' t tir Ilul y Ld b. I';. 'till i vo W rerl it (if the
Av,cnt'y lu MAO hl c.11 III,I! ilut:: ui 1 h Von1'I c'l to 1ho ralc 1wr
111711 I I 1 1n! en111't'It'll I,,1' Ilal1'.il {;.I II'dll l h.llll' r S!t!I. glltlrl',y
for Loa11.
'fhc p:ayuuut-:; to 1. P!ntlr undr'r this paragraph (b) shall
ccane and tcrwillale whl a lhrec nt+uthLy payments have been
runt!(.. after Il:c AN of tho Agcnry is paid off, cancelled or
refunded.
(e) The atu.lunt to bu paid by a city l or the awori:i-
zat iuu of clan 6M ul the AE',cncy (herein 004101.000 011101
debt crvive prlywent) :,hrtL1 be is! the anuountc and he paid on
or l tore the dale show,l:
(1) by the City of Rryan:
Date of hayutent Amount
9-15-76 through 8-15-77 $30,184.67
9-15-77 Wco"rh 6-15-18 32,006.17
9-1.5-78 through 8-15-19 27,3002.1
89.!5
9-15-79 thruu+~h 8-15-80 27,213.90
9-15-80 Lhrou h 8-15-81
9-15-81 throut,h 8-14'-8'' ?_7,341.67
9-15-82 .throngh 8-15-83 27,341.67
9-15-83 through 8-15-84 17,213.00
9-15-84 through 8-15-85 1240.07
$232,452.42 X 12 $2,789,429.04
plus 19.3% of the fees of the paying agent bank (for the payment
of the principal of and interest on the bonds on the next interest
payment date) shall be paid wi or before February 15 and August
15 of each year upon being invoiced by the Executive Director
of the Agency. .
The foregoing payments NOW the city's portion of
the non,) required to be paid into the reserve fund in the
years 1977 throupht 1979 under the resolution authorizing the
issuance of the Wads described in Section 4.01.
(2) by the City of Denton:
Date ofRayment Amount
9-15-76 through 8-15-77 $200459.60
9-15-11 through 8-15-78 24,875.23
9-15-76 through 8-15-79 24.887.75
9-15-79 through 8-15-80 21,287.50
9-15-80 through 6-15-81 21,150.00
9-15-81 throuy,h 8-15-87. 21,250.00
9-15-82 through 8-15-83 ?1,7.50.00
9-15-83 through 8-15-84 ?1;150.0
9-15-84 through 8-15-85
$189,667,50 x 12 >y $$2,161,950 W
plus 157. of the Ce.,, of the paying ug',ent hank (for the payment
■
Oi the prlnClpar OL and llatulcai. ail iiNA L'.: tll:: :SeY.t 111 tan1'vl
I payment date) t;ltalI be paid ou or before Pchruary 15 rind Aiy',u!;r
15 of each year upon being; invoiced by the Executive Director
of the Agency.
I
-15-
'illl; 1 o 1' c(',ol all', I'I1)'1",t',,t5 iIIt,II1dc tho city,; pUl't inn Uf
he 1 '.ncy a u lu1 rcd l1) I,t, 1):1i11 1111 U the ru.:u,rvt I Mid iu the
yoarc 19/'1 tIIrouy,II 1'a/9 undcL ahu ra::ulul_ion aothurizillg Llu
ist!II:.+nc1• of t]1(' 1)ul111u (IC-4Cri110d in Suclioll 4.01.
(3) by the City UI G.ulard:
Date ul payml'111 Ammunt
9-15-76 throul;h 8-15-77 $52,080.42
9-15-77 Ll;rolq)) 8-15.78 55,223.09
9-15-78 Lhrokwh 8-15-79 55,250.63
9-15-79 throlll)l 8-15-80 47,258.25
9-15-80 t1ar0 1 q;h 8-15-81 46,953.(10
9-15-81 throul,,l 8-15-8Z 47,175.00
9-15 'I2 throu);h 8-15-83 47,175,00
9-15-83 Lha•oup,11 8-15 YJl 46,953 00
9-1.5-84 tlaroui'h _31002.25
$401,070.84 x 12 $4,812,850.06
plus 33.3% of Lhe fee:; of the paying agent: bank (ior the payment
of the principal of and Jnkerest ou Ole bonds an Lhe next interest
in.ymcnL date) shall be paid on or before February 15 and
August 15 of each ycar upon being invoiced by the Lxecutive
Director of Lhe Alency.
The foregoing payments include the cJ.ty,s'portion of
the money required to be paid into the reserve fund in the
years 1977 through 1979 under the resolution authorizing the
issuance of the bonds described in Section 4,01.
(4) by thu CiLy of Cr,:enAlle,
Dite ofDavric:lt Amount
9-15-76 through 8-15-77 $11,573.42
9-15-77 through 8-1' i 1.2 271.15
9-15-78 through 8-15 / 12,277.92
9-15-79 through 8-15-80 10,501.83
9-15-80 through 8-15-81 106434.00
9-15-81 through 8-15-82 10,483.13
9-15-82 throrlg;h 8-15-83 10,483.33
9-111-83 thru I;h 8-15-84 10,434,00
9-15-84 through 8-15-85 667.17
89,126.75 x 12 d $1,069,521.00
' pJus 7.4% of the fccs of the p -,Iing,agent bank (for the
puynatnt of Lhc prit'cipril Of antl h)tcrea;L on tho bonds on the
next Interest payment dozy) ahn]1 be praiil on or before
February 15 and Aup,wiv 15 of rach year upor bring invoiced
by Lho lixecULiVe Director- of the At-,Miley.
-10
' rill hill I(I
9'11r fnt('p,iiitt~•, I'.I;'r+"n1'~I iII.`III,L' Ihr ['iIy
t I7 I'I11 7~'r1t11 I'(.'ti I h(' iul I.l 1111 (i 1.11,; f (`II.'.'\'l' I itll,i III tII('
q;•,u iVl! t 1(rnur, l I'1;'I Itud('r III[ I L 1,I i I I ialn :I(Il.ho111lllar
i:.:nl utce ul. the hun,lro (Vc::\'ral1l [I in Su~[I iull ~I.U1.
I:>(Ccpi :an i5r(rvd 111 S[('t tun the []VII I :;ervicl
p;lyatill.:; wld4•r lIli:l Vaalrac.L :,h;llI ce.it;[' ;Intl Ic1'Ii, llrllc wltcll
the daht of Lhe Ai•,,,w,y is lurid, Ief ltn, it'II, (I I- ret in:I nC ud.
~rl) in 1 11 1 r'V( I) I k'I-;IX!o ('rciSal"~ opi i011 10 plircl I s 0
a tiii nl ltn(livid(,(I iltllreflt in the pro1ek. (so as Lo itlcre,+:,c
the' p1rC1nIell o,'n'rshi1) 111411 Y, Ull ((1 40'1:, aK IIUI'IaitLe,l
i I t the PI 1 1 11.I1 y i':,I t icIp;11 it,I, A1',t'ccl'wtlt), alnd L.unds of
I.he A1,en(^; r[• rVtiru(!, :ul adjur+tui lit Iit Lhe (lrht. sc'rvICV
paly .'nr shat l he r['dUCCtI i11 a0001-d,IltC0 whit L; Ili hit A atLached
here Lo.
SEC' ]0!1 11.03: Should 1,110 City fail to nail,: any payment
at 11.1)'0 Linos liencitt :;I,lcified, inLC('est on such 1l1I(IUnl.s
steal i accrue aL Litc mite of tcn i,1r ccottm,, (1UQ per annum
from Lhc date such IvIymunt brcolnc:: due ilntii paid in full
with inLeresL ol, IWI-L-ill Sped ficd. In the went such
payment is not made within sixty (60) day: front the date
such ]t;iytucnt. hecolne: due, Lhe Apuncy nay insLitute it prOCCe(liitg
for. mandamus or nlandaLOt-y injunction rcquirinl, the payment
of the amount: due and interest hereon, such action Lo be
insLituk-1. in it Court of compcLent jin-i,sciictiun.
SECTION 4,04: The payments required to be made by the
City uii(Ji''tlte tarots of this contract shall be due and
payable as herein epccificd, and the CiLy sh,111 haVO no
right of setoff:, rccoupment or counterclaim against such
payment. The Arency shall never have the right to demand
Vlymetit of any ohliEation assumed by the City out of funds
raiecd or to be raic;cd by taxation. Any ol,lifrlt trans 153U: CI
or impev^•; rii n party hereto shall never be construed as a
debt of such party of any kind as to require It under the
constitution and laws of this Stare to levy and collect
taxes to dischar„e such obligation, it being expressly
understood by the parties hCVCtO that the funds required for
all payments due by City are to be collected from the sources
referred to in the next succeeding section.
SECTION 4.05: (a) The City rcpret,cnts and covenants
that alT pa 1Ci s t.o be mncle by it hereunder shall consti-
tute "operating, expenses" of its electric system which
serves the inhabitants of the city with the effect that the
obligation to make. such paynll:ttis from such utility system
revenues under this contract shall he an operating; expense
as defined by Article 1113 of the Revised Civil StaLUt..'s of
Texas, 1425, as amended.
(b) The City further agrees to fix and collect such
rates and charg,as for such elt tric services to its customers
as will, in col,bil.lLion Jth any Other fund:: legally available
and reasonably assured for OIL' pul-huse, make UosSible the
prompt payment of all .::prns'-r:a of operating', and mdiutnining,
such clectric, :,yslLcm ru1d, all payutenta ConLractc'd hereunder,
SEC'I''i.(IN 4_.06. I'11e Ag,,,ency may pledi;c all or part, of thu
payineiil lu I i ii ( w_(1 f row the City und( r Section 4.02 (c)
Of Lhl:; ag,tacinent the p;tymcor. of the debt of Lhe Agency
(as such Lerw itI ocl ined in 5CCL103 4.01).
SECTIINi 4.07_; (ar) The i,nrtics rccog;niV(, thnl n city
may nii[~witlidr:iw ft'oln Lhe Agency it' t.hc r;.Iwo would rlnp;rir
Lhc uhlig,aLiou of coutraet, oohou'_,1 ;I city l1vie tninr it.
wie;hcs to wit11draw from the Ag,cncy, s') the rianw may tic again
cheated under 0I)IIllcable law, IL i,11all g;ivc uulive to 010
-1.7-
1t.irtcy nl lL~+,.L !1.1 ,t,tyr, In it,i' to i'. :itali~il,~~Lttd -Ylt"(11 nt,
(I,) ;;uclt wir l ,)r,n:al n:: I r+1 I., imP,,i r ctwt 1'lWI nil
~,hl is,r:f inn:.} :aia1 i i,,:vo Iht lul]uwiiU; otlccl til,un Lltc
rit;hl;; uk the cILy
t
'iln• c•iLy :h::ll, Iroui ++'tt nfCer Into witin;t.o,,i ~
U. I- ittd iu iLS ,tut ice, nut he ol,lif;at U,l to
1~al:e filly f~ul•Lhcr l,nyu,unl s fear which pt -(,vision i,
lv i) I f;i~Ct i 0:1 4.11'1- (h) , I h .t MA111t elHUlc:e nttd
lter:t Lin,', ex:iuum,oi of the A,,cncy. I
E
1'hc I, iLy :;hull he ObIi;',.Itcd to continue to 1
ittllce th+ p:ryr:enis rc•clniIl.4 ti, be 11NItIk• t]ndt:r the I
Provi::int,~; uC Scrt 1011 11 (e}, Lhe debt ,crvici
pnyuo::l;;, Pruviclud 1IOWUVc'I, i1 such WithdrawrlI is
Prior to the tiros the dubL of the Abonc.y is paid,
t
Ll,t, tol r11 w1iount- l u i,c paid by the wi lltdrawui
city may Liu paid in a single pnyluent. in which
event Lhc inLuresL On the uc,l,t of the Agency.
(Wl~' 11 is incluLIcd in the coleulationt; set litYih 1
in .'CCt'Oll It .02 (C) hC:e01:) !ALAI he cnlcalaLed to k
Lhe next inlcrest payment d:lrc on the bonds of the
A},oncy; The poyoent by sucl, witltcirawinl, city of that pari. of
the print i pal .+mooliL of duht It is Vc~Yu~red to pay
plus iltLcresL to the nexL interest t meat date
shall extinguish all liabili.ly of such city horcundcr.
The parties fortlter agl,rcc thrtL if .;uchWithdrawal
of a city is accomplishO6 prior Lo o_ . sly
with Lhc de.l icetry«of an01)ond,e totalramlwntClose
described in Section due
due paid in tsix l months), on
insltallmenLs city shall be
dater established by Ole Agency and tinder such
circumstances, the total amount to be paid by the ,
city shall be wlt'al to Lhnt part of the principal.
amount of rjebt tic city is required to pay plus
inLCr~ it 41L the ,acne effective rate as borne by
the Agency's bonds Olen being issued.
(3) The city withdrawing shrill retain the rights
specified in S-eceion 3.04.
`.03 h ereuf)rttltallcuvttttltere(rteroapplyetoisuchction
1
withdrawing city,
ARTICI,I' V
SECTION 5.01: Bach proposed annual budget of the
A,vency ,iid each }proposed antc-ndurcltt (unless the hoard of
Pirectors of the Agency determines tits adoption of the
amendment is an emergeiley mcasuro) shall b transmitted to
each city at lend 10 daYs prior to the a}1
the lloard. A builp,, t nwendr A adoPtcd as nn eu+crgency snca,urc
shall be ilwIIU6ioLoly Lransn+it-tecl to file city, Any representative
of n city 111.1 at rt iculalrebuda,ct itcmi (itsL,inclusion or
IL rlhnll be 01v duty of the Board
the Agency tnuuont l there-of), particular
t
to consider 511011 1,Int~`;3t, it,1d if OIL' sidrC is I10t F,ranl."d(`^,t
(and the budguL !Lk ui , cvi G-.'d lit et-c' r,Janc•e with t le } )
11 City UJIL
I the Board sl :,ll spread upon its n+irullL:: the reason therefor
oll
emd sumo ` ci tatltn1Cl17edlhertrhll, IS hereby tlppruvediby
M
111 l,t,rl} i+t. bC ills` Ay Ap,c'ncYe P
Gut (Lx:`ri'm to .1 r f
cIC11 Clt.y vNecutir:g t11is cunttact, vrwl olr,1
City etu iapprnvle )OlIL ShAt e aurtuoltlloldl;ctcor t.mcnd+~tnts thnietat. 'nty
SECTION 5.02: I'hcannual bwli,otttif th~t`r+~ti,r•1icYltshall
horeraftor ll;,ve lwu :,u,iur c it::t,ol I.
lirr 1.1:11ttton,lrtcc :Ind ltperntinf, vxi~cirr•:: and 111o ether nhrlll
be for Oebt. Service.
I .1 11'-
gl,rncy 111 lc.u;l. 1111 11;1 y:. 1~1it1r Lu i':urlticil`nictl t7itildr:ta~;1l. N
(l,) ut~lt t:illi~lcnt.;i1 ns 11111 1„ imp'liv coot l'aclit'll
Ilto lolluwi il; cl'i%cI 1il,nil Lliu
ul tI lu city :x?
(1) I I 11V City :;1:+11, IrWit trld alter' the Wi_Lh,it.It.11
[1(1142 :;i, t•rifir,k in ila"Lice, uoC Ler'Iih;iuu t isu
t. 11;e ;1ny fui tltci It;lynicnt s for which lll »v i
e nle i Sect i on 1 . •11'? L 11,4_: tu,liIll cn:t7nCc artd
.u (
uper:ltinl,, expenses: of thu Al-,cvtcy, r
k
(2) `111(2 ciLy t;11;11'i be Olt Iii••utcd to cout1Into to
11' IZ(! 1211,.• p;lylit 42:11l..s icllui l e-1 l it be iii.idc iiudur the 1
},rovi:+ir,ti:; nC Secliul7 +.[L (C) , the 01,11t. Servii c
pnyntentt , providk•J hu,;crcr', I C ,loch t,,i 0hdraw,-11 is
prior to the Lime the dehl. OI the AL'Cllcy is p;ild, t
the tot X11 a`inunt to 11c Prtitl 1ytthenwit lt drawiltl' !
city may be poid in a Single lay
event the inteiesL on Lhe. debt of Lhe Agency. E
(0.`1.: . 11 1s included in the calVii iatloils set forth
in ..ection 4.02 (c) 11421 120f) shall ITC CalCnlatrd to
Lhc 11(,XL interest paymu It [late on the bond:: of the
at p kj t of
pay
l eltpril) 1pal a} nuouut l)(if y tlul,L t it lt is u YC[itiired y to of
t
plus inttirsL to the ncxL interest puymenL date
shall 42(:1:11 i;uish gill liability of such city hereunder.
'I'11e partturtltCr tl`,rcc that if such withdrawal
of it city is accomplished prior to or simultaneously
wih the escr.ibed d Ili Section 4.01) o the total (other amount tduee
d
from the city -111.111 he paid in 30 equal semiannual
installments (the first due within six months), Or.
dates established by Lhe Agency and under such
circulnstc!nces, the Lotal attount to he paid by the
city shall he cqual to that part of the principal
aulount of t1ebL Lhc city is required to pay plus
inter 1L ,it, tlly same effective rate as borne by
the At;ency's bonds then being issued.
(3) 7'he city wit }hdrawin}t shall retain the rights
specified in Section 3.04.
(4) Tl,u neg;7tive covenants (as contained in Section
1.03 hereof) shall not thereafter apply to such
withdrawini; ciLy. I
ARTICI,L V ~f
SF_.CTTON 5.01: i:ach proposed .1 111111.11 hudlct of the 1
Agency tni e u•li -proposrJfiaat(,n nlilne5 (mile
adspthe Bu -l thef
Director:: of the
a11101WmeuC i s an cL14!lrl1,ency measur(l) sh;111 be t.ranemitLed to
each city at lcasr 10 clays prier to the approval thereof by
the Board, A. billy,, L ainortdl nt ndopted IS an uniergcncy measure
shall be inm:ediately tran,sr,ittctl to Hie cLLy. Any rclTresentativc
of a city Inay ;tppe,u• befure the Raard of DirccLors of the
Agetlcy I U l`r(TLC::f. fT p:iT1.1Cul,al lckiJj,CiL i tz-m (ftq 0clusion or
Chc ailwwll l.herc of ) , and 1 L 11.11 l I)v t lie duty of 1-10 hoard
to consider such pr11t(at, ;11141 i1 th, ":oic ic n^t „ranted
(Oil (1 tI;e I1t![li~,GL il-cw : !'Vi i;ud Ili i!cc •t'tLlnec wi Lh the IVofest)
the IS0; rt! s1, 111 tipi'o;1d upon its tuii,tiLC:i tlcr rcaSon t.hercfor
and :;u11l,Fy ctopy of :;uch r,ti nett,.;; : 0 42::(:11 c i l `r '1110. 1 n:tti;tl.
hudg•ct. Of t1le Al-cucy, otl ached hest I o, i:: heresy approved by
each City execlttillp, tilt; cunLroct, kit, (1`xcep1- as provided
In SccUu1, ').00 1t. s1t:11] uul 1ere;illl-r La nerr::snry for anY
CiLY to alrpl'ovc 03", auuu 11 l,udl`eL tit' ; mtcndr ids till-It-Lo.
Sl',C'I'111ii 5,D2; 'I'll(, rimmial 1lutll`,vt rt(If Alit, gencyltalh,Ill e
Itcrt; ski lii111L i 1 1 OlWI011 1111 r ht 1i : anti 11( Otter rh.,i 1 I
I.1r Id.1 ai ut tunucl' ,111111 1 1 1. I
be fur DIAL t;clvic4",
111'
::k~ 11 I , over' n l I
~f~inln,,nC~ rlrli ul1;r;lt ~ r?'.I,~el:'
l.,,i,C11~,, ncy 11,
u . l 3 - , i,', :t l (3 i} 11, 1.nllil; l i'ri,jucl I'LI;II-,eL.
11r!rl
L; :,1n.u3 J
h r :;1 ,n,1;r,V rlcri,inf inY Ilrnxl iCl•:;,
oolbe i II(:111dL'il Ull n c,il l l n t I I l10t ctr,
c ' .
I,r i u.. i ui ter,
E l:lll,'l'. (ll rJ~ f 1.11 1111, C':il~l ll:: C':' illll IhL' ;I1i 11 IU) dy
IL. _ 11 11 C' 1 l u 11. rtl Idl'lll , U v i d C, C'l3 I14 ".ll',, r',' ,
ul r:irh c,' I y cII,l,l c .I Un'1t r,Il y 1
l,ln,i .3 11 :;1111 rrc tLiclL3ve I,c;',iuni.np vtL11 the buclt,..l
t1li: "
year 16-1 17. i
I
'I'11e h,ht P11'vi-r<' 11r,rYiun of the annllrll I,ndy,et 5hn1 }
include :III pn;~01L.11 ; {nr t'nl},r'iilrlp;li ul: foul illlurect nn
+ ir,suc,V Iry tile' ,4i , ncy a:: ,'x•31 (1:. J):l llLS re(IlliI-rd
r Ile bund:
I
Ln 1u' m:n}, {'rr 111( V+.1vr,( nt n,l xCIII i I
CkItivc Dlrcctol '1 1
the Agency (as iL:; Jsudt,et Uff icer) 51;111 conlllutc the al,lount
aculally Ir,luiiud tv :uuut :;uch Dcht, tiwrvieo 1c,luirrmetlts for E
the enRUinf; f1SCA1 Neel(' unli sucl? alnc,l.lnt e;hall he Lhe amount t
bud(;CLCd for such l) ur"o see without. 3 LI1-Lhcr actt.on hl'lll}l 1
{
taken.
SECTION 5.0.3: In the event a t,ullp,et for the ensuing
fiscal. yc+ti llaca not been adopted on or before the first day
of the fiscal year, the total amount budtr,eLCd for maIIite»«llce
and operating cx:pensei'for the preccdinl; fi:ocnl year shall
be the total amount of the temporary budget for such purposes
for the ensuing fiscal year. The telllporary htldeQt shall he
effective only until such time as a permallenL budget has
I been finally adopted and approved.
The Executive Director of the Agency shall be responsible
for the allocation for expenditure of the total amount of
the tempoc,lry budget until a permanent budget is adopted and
approved.
SECTION 5,04: A Capital Project budget is a budget of
thatn£ ruthe initiA series of bondsealliexpendituresxfort
which provision is made in Section 3.01 shall constitute a
single capital pro,j(:ct,
SECTIOU 5.05: The Agency covenants that it will operate
its f5RTMe6-3tl ,ln efficient and economical manner and
that it will follow prudent utility practices in the conduct
of its affairs.
SECTION 5,06: The parties hereto recognize that the
payment of the m,litltetiance and operating, expenses of the Agency
constitute a first charj,e nt;ainst the revenues of the Agency;
that it is the Agency which has the responsibility of operating
and maintai.nlna its facilities so cgs to provide adequate
service, but nee n iienure
and unforeseen ch:ingey in Lhc bLIJ)',01 .
Accordir,l.'.ly, the parties agree tilet•:
aulciiuii:riSt::
(1) Except ns provided in parograph (3) , rill
or amculllnc'uts to r1w oprLUILL,IIi, h,l,ir;ct oC rile Ag;r 1u•y shall be
adoptrd in urly on 'i,cal year which increar;u the cst!mat(,J
;r;lnu;1! i,j;lyu,rnts ut a pact,iculclr city by Inure Ll•nn 20'Y w11thout
the approval of the p,overniIW, 1,Ully Ulf eaeh eit, Whigs; l:y
are 1Je incrertst"A. Ill 111;1)C tIy, 'Alch rAtllllatr, the A};os,ry shall
utili:,, ti.,n l,il'hrr (,f (1) they tet cnerr.y for load (it a
.
r.,:, /1.,, ty•r'1•,'dillt~ 1). 111f'~lLb:: Pt' (2) the
p a r t,1 01 I11 1, k..
estitnateLt nct enurt,y furr, l4,+1J for rl pn1 I Let1l;II• vit.y as
tllc -111't,,,1ur• of WAHLiurl of the 11111 le111:Ir city
PL UVA IL C" for the following; 11 uu,ntll:; (t.hr ;tot Irur11 c rrquirnd in Sect
)1,02 (b) ht'rrutI, tend till-. ,nnouut Lit) duLl'twi,ll.r1 011.111 ,t'
of. l the budf et. IlmLti Il3rle;rL) 1111drr Section h102C (I))i1L Ilse L lme
10-
~~',,.'i'i'! I"l /t'I:~:•I ffi I:.11'~f'i',llfll t i? 1"~1l'It ::I II r',: •i it 11'111.
;llllill "i.? r( l1~ il7t
4 t7.'1-1',i I ill' I v -I i .I~',: Il lfl( !:l L~:,~'f I'll ~+I" alll'~t ~'lll In 1'.11'1; I)}` Ili
1 1. :I,,1 i. ~I II' 1111
iii i i 1 i 1
vi' 11' +Ji l l• t!7~' tiI' I ~1! .I `P1 "Vh l UI Lei 0)vI"I11:1)', !)Oily V L
L';ICh Cll.
('1) Jf ;1 WI 'I l'1l Ilm luri Ly (nlI :tl forth i11 the I:II I OB
;old I'.cI,~11i011:; AI',licy) :InJ ; di reelI+r!; of tIli-
Apyncy :1lln:':1Ord a IjLDtl,,Ia of a bUdf,Vl. ;Iilu1Ild11.UIlL, he ,IIi'W
:;hall he c:1.:ctivu.
Fur Ihu purill!',~,: of this "1LAiCil the 11111111 01p01_11 hl;',
budl;cL iur 1'115-iu r',I I I ccnl:;ills-[LIII (Iti h" in;; vILLircly
Cut: Iu~3iuLlnn1lCU ::u'I Ilp~•I';tl.ici', ~~;'.pcn1:~";.
ARTICLF V1
SECTION 6.01: The 11a1-ttes hereto recogiliv,o that ll;c
Agency w;ie+ ri,cz_ d for Ohl.- ;lurpn:;c OF providin;; electric
aieri;y to In:hlic ❑I:,! private cnl iI. ir:t on a wholesrllc bat;is;
that it is not the llurpore of the A};cncy to uslti p the powers
of the cities or to entur into eonll;etiLion with them, and
that such limitation was the inL(Mt, of certain provisions of
Section 4a (a) of the Act which provided for the: creation of
Lhv Agency.
The A,;ency covenants that during, the Lerm of this
agreement it will not en},a};e i.n any ut:i.lity business other
than the generation, transmission, and sale or exchange of
electric energy t,o the participating public entities (the
cities) al.i to private entities who are joint owners with
the Agency of an electric generating; facility located within
this State.
ARTI.CU," V•1 i
SECTION 7.01: Subject to the third paragraph of this
Section, fll, F51Tpation of each City to promptly make al.l
prescribed payments shall commence on the date specified in
Section 4.02 and coutirltle to be made on the dates therein
specified.
It is contemplated tills contract wit.l be executed by
and between the AF;ency and each of the Cities of Bryan,
Denton, Garland and Greenville, and that a similar contract
will be exeuuted between thu Ai,,ency (or lbe Corporation, its
Agent) and the Brazos lleetrie rower Cooperative; that the
eoml,ined payments to the Agency by reason of such contracts
will be adequate to provide for the p;.lynu'nt of (1) the
budgeLed and anticipate,1 admini.''tt-ativu, maintenance and
operating expenses of the At;cuc•y, and (2) Lhe debt of the
Agency during the t,imu tllu .aloe is ouLstan.ling,
At such time ns (1) the Ai,,ency (or its Agcot) has
executed coltract of such import, and (2) ceplus LherIk)C
have been filed with unoli city, rind (J) 'Ill Official of Lhe
Agency ccrtifics that i" hid 011iui0i 1111 1 contractual oblllation
sleets the rcqui_.emrltt;s f the pfeeedin„ sentcl.e, this
contract t;hull bc' I Jly operative ;lull ju f0r11'. When this
cantract'is fully operati.vc arni in force, the obli:',ntion of
c,ICb city to makr I !1C p:lynlent!: 1101-VItl pre:u'rihctl allnll Ili:
ubsorutc, ultcanditional and not subject to rcvueatinu or
diminutiolt ill any manner.
A city doo- lint assume by Lhc, execution haroof any
obligation to Iloy :my ;ImoIllit.s to the A1,,oii vy or olhturtl uthrr
thin as hcrcin provided, Spccitivally, a city does nut
-20-
1'tllk llll ri' 1' 1„Ali''III , r.1 .ill ~ l1'SI Il:lt' rlrHl r'i r~'1' vf1l I it-,:,
11I !1' ~I'1~',•{Itl~', .f1,.,1'.dill I'l'141J', J Vt'
;l .nl:'al ('r (rr I Jr{! I.f I 131 II, f , a`I ~ I' I 111 11. Il'tl 11.1'✓,' 1Uh11r'0
iu Lhc iuryn 1.+1 i Lll,{`:'dnr
~ii~,l .•l ltl;; r,(7 150:1 c,l: Irl 10 pr"vl C1non• of Sclut. loll
K. k~l or is P, at I, ' wn Y f''r! i1 ipni Wn t^rl, carwrlt , this contract
Ilrly Lc c I I t!W('d nnll n.'.~,li tined OnI 041 II 111: ctmnon; of tin'
g'IIV ni`or llll,lir':. Of Lhk MILIPs ail I',ryal', Union, crectiviJIV,
ralr-l 'od Ono I!'S P l'lll 111 II, It II'1 1I,ly h1 lconlojl(o
by :IIW a.{ no h i111 I't Ir^I ill whil•{1 ( -'gill ;I joint t9cri lllf' of
til .,l 1`f c:"C11111', hi,rHo!; Or rtl II11'11Buts gait hllr'ixed Nod .'ppn-intod
rcpr';,InintW- 4h,iiI IIclo 1-0 111n thin Iiftc1n (15)
daV:I ;111 I h., , I i I UI 1.1'L'II Ilot i( At ;;Ilrh Ii)111( uwut
t.Lc :n11'r'errcll cil Irl+'cr or lined) I icnl )Fitts :,IInV I h'' c"n::idcrrd,
discussed and ::(Atcd. No such Mugu or modification way
be I,WW W Kli wh tcl 11 %f l (C L (id':l:";11 ; the i'•I JIl:• W L Ran due of
all laonics ru'luircd to he paid by a City node: the terms of
this contract and no ::nih ch nrp wi 11 be ,'I fcctive which
affect; aalvarccly or cru sea o vi"Wiiun 111 onv covcunnt;
contained in the resol" .ion or order au thurininn the issuance
of tLe Agoncy'n bombs.
If for illy reason a City linty dosirc additional. Studies,
service., or the construction of any additional facilities
and same are within the % al and economic capabilities of t
the A};uhcy, provision thr'rcfor 500 1 1;1;1 nrhde by means of a
supplement hereto, the tools of w111 ' -'.e to be neCot.iated
between such City and Lhc Agency, Nothing herein shall
resLrlCL tho powee of Lhn Agency to enter into additional ~
contracts With additional eontrrinKng; parties provided the
revenues of this contract are not pledged or hypothecated in
any manner thereunder.
I
SECTION 7003: This contract shall be cuhject to all
valid les, regulations and laws applicable thereto, as
Promulgated by the United States of Amcrici, the State of
Was, or any other governmental body or agency having;
lawful ,jnrisdict.ietl or any authorir d representative or
agency of any of them.
SECTION 7.00 The C.i t.y agree:: that tie Agency or its
Agent may CA00i jiecmittcd by existing easement) have such
easements over anI casements, right-of-way or property held
by bush CiLy su L AL the fok ilitic; an.l required equipment
may be appropriatell provided,
S1i0TTON 7..05: (a) if (or any reason cf "force majeure"
any o'Fthc 1iai~ties hereto shall be rendered unable wholly or
in part to carry out its ohlignL loos under this agreement,
other than the, obligation of the City to We the payments
required under the terms of Article IV hereof, then if such
party shall give notice :Ind toll particular: of such reasons t
in writing; to the other party within o reasonable: this after
the occurrence of the went-, or canto relied an, the obli-
gation of the ltrt loin such not ice so for as it: is E
affected by suj'h "force majeurc, , shall be suspa:l'ded duciv,-
.the continininen of the luabiliLvoWn claimed, but for no
14111;0r 1) Cr)All, 'tII - I Illy 3nC11 111 r•I !--!1 ::11111 c'ndOavor 1U tenlnVe
or overeunle such ioabilily wit.h all reanornlblu dispal.ch.
1'ha term "fEWCU 111,1je111't1" as cluplnyrd h, I-C111 ::'I,tll nIr`,~n acl0
of Cod, :1uii.rs, Jock-Doll>, or other lndtnrtr!lal di:;turt,,nscc:e,
acts PC public unt"y orders or act ions of any kind of tho #
Guvurnmcnt of the Uni tell States; or of I he 5t,nte of Texas or $I
any civil or mllitary authovity, insuvinucLiona, sluts, i
CI)idcIII LCs, J;llILI::I.dOs, III'jIt IIIII L'aI.tII itlIi,us, fires, InarPil,,Iic,,
uLllrw!*, t.oods, 0011out.;a, tit 1111}',hl;l, all ica :l, t'e'll lea i llta vC
government :111J pc oil lc, ci.r'I1 11 is lurhasll~'cu, exploslolu;
r
f
a
f
-11- ,
1111 1~ 1' 111'I'lil~'li' r i . , I':1,~~.ri Ilf 1.~ il1'';:, I111'J I1.. L 1~11+'I' i I l1 ~'1 X11 Lrl I`,. 11 I 'Li11
.li'r1111111, nl :Ill`;
tr 1. ~.r1 f',I I'IL' Ilnl. i 1I11 d,1IoI l': IL 1 L r.r
I•t,,.
1II I1 l' "II! i•~ ;.1I i1 :111 I1~:'h 17 If I I'L' l'lll 11 r'!'y
l,1f1~11 IL' L.ii li 10111
,uld (.I,~It i he .1!.1~.~ 1 „i I 1.f I I.I r,~,r I ir1 ~'1: !~•..i jc1u~'
;th,lll li' 701' '1ii ii i;h1 .11! tl: I11~ Iii ~,rtlll :Illall not
;'''toil. lIIL• ~'rl e nt I r:f 1 it 1• ~i.l 111~F Intl" by :I<tldililt0 tI1C dl•p'I l1'I trl (111 nl I i ti.t1 F: ~1L 11 .'.'.'~r
:}Ctl ~ 'rl ~
i9 LinI'1vl 11 111111 J 111 I~u' il,l ~~S , .1C 111 l I1~ ltill ty ~11i1 ill'
11111i1'ilfty
(II) i~u d.',I~rhi-e ::It11 1_ r.c'cvl~'ai,lc 1 ru i At;ency ly
reason ot. the caur;ec abc~';c nicltLioned.
flf'.CPT_0?I 7 06: Arry nnl ice, l cquc:;t, dc111an'1, st-atr ~I_ne
ur bi picivizi~'ci fu1 in 111iat;rccl l:nt :lhrlll b-- in writing
and sll,lll. be co1l.L~ iller•c•d tll have bean duly de] ivLred When
Sel7L by 7'L't;i5tcred ul" cc~t Li t: LLd nrl i 1 , ;IJJress~'.I ,ts lollut,:i: {
Agency: Texas 1•lunic.1pal I :er Agency j
Pore::L I%irk (,rc Lur I
7111 bo:';'ue blvd.
Waco, Texas 7671.0 1
Attention: Executive Director
I
:it ies : City of Rvyan i
P, 0. Box 1000
Bryan, 'ferias 771301
Attention: Mr. J, Louis Odle, City Manager
City of lic•ntoll
Civic Nntiidillr
Denton, Texas 76201
Attention: Mr. Jim White, City Manager
City of Garland
P. 0, Box 169
Garland, Texas 75040
Attention: Mr. Cht irles Duckworth, City Matinger
City of GrccilviIle
P. 0. Box 10'19
Greenville, Tempi
Attcrltjcw: Mr. Jim Dcl)crry, City t-fonagcr
ns the case: may le, except th't routine coruitmications muly
be sent by ordinal y mail and cxcaht Lll:lt u i ther party, by
the filing, of all aplivopriute wriltcn notice to the oLhera,
way specify some otl il0ividual to a111011t writ: -lications,
thereafter are to L. addres::ud,
SECTION 7.01: The Ayacncy covenant:; that. it Will
pnforcc~tihc'ofiIi~;•lliun:; ut rach City hcreundcl' (,M: we ar..
;lily. Obi,11~a L1Un:i CUll t.~illll'd ill i'it[IaI' l•1l'l1. .:I`1 j.:i1b md'i1 t It 1II.i 1.
contracLlnp, prll'ly) a!i relay be 1, lulred to nccomllllt;h the
purpose of this contract. ELLher put Ly play cntorce :my
ol'i ll;ationr; ltcrellncler ow. ,l by It- ley t.llr other party.
Slit'I'I(~"t 7,0fr: 1'he rlc,rnr; ')I'll ('pelt rit„ rltrce Tint in
the evi-ntiir 3%Ji-nlt or threatem-0dei•;iult' the~llrtyi OIL of
)tl1 of ul inL:le6L. 1111 t110 11xt,.1 c+: t11-
cuui:Lil
uurL of culnlwlcrtl ,1 ill isdic is+u ut'un Iw I Itlisrl of t111 hol'ie'r'
t I
1' I~)f-: if{ It,.11 IVI''I .11": f"il 11 Ell' L i r1 1'111, 1111' ,
111. lf„ f11 , I:, II 11 t 1,1. llil I fi 1 II :II f 1 .i , [ I L,
h lilr"/ 0111"C 1 :II~ 1'IP11: :,f I'ill'1 ',r ~ilril llf'I IiIl1L, II :Iny,
l,ll'. ,ulll cc ! ,1°r.
1`11 ~:I,` r, k ul Ifl;l
~ai•,L' Ll', rt"
llr . +~uj~ n lln• ,'I.In.l Il,ll l I r, ,If tE'... 1 ,:ul•',.
7.11J: r I,II . i~', I r:l~ rl Ihti it r u1
till` 1~.1-U-)'ll~ll}fil 11,i^, ('(1L111:7C1 r 1 t]It\~ii~ flr I`E. 1.4.'lf] iI!': tl?ll
ullul i' Li IC O t. i I. v: 11. 7. C1, 1 to tlI
wbol c al;rF clacnt but i r Shall Lc construed as thou{;h not
con trtinin}; th.!t IM rtit tar luUV ision ii nu Lhu ri.}•iIC:; and
nbli.l;ntions of the parLies Shall. he .0nstrued and in force
accordingly.
SECTION 7.10: This cmit.rncL ::hall. terllislate and be of
no force iaiJ cffcct nin'at.y (90) days after the debt of thu
Agency has been paid off, cancelled or refundcS.
'IN WITNESS MIEREOF, the p,li'Lies hereto, acting under
authority of L17cir rvF71iectivc governing bodies, have caused
this contract to be dul.y executed in several counterparts,
each of which shall constitute in original, all. as of the
day and year first above written.
CITY OF BRYAN, TEXAS TEXAS MUNICIPAL MiFE , AGENC71
By: By: __'~_.t-.__
ayor, Cty of Ilry,~n, Texas Presi ent, I3oaard of Directors
ATTEST: ATTEST:
ty ecrctary, City oC Bryan, Secretary,. Bow of nirecf-6i`
Texas
(City Seal) (Agency Seal)
CITY ON DENTON, TEXAS CITY O CARL,AND, TEXAS
By - BY _ _ _
layor, CiCy of Dcntun, Texu:+~ Mayor, C>_ty of-Garr-am 'i'exut,
ATTEST: ATTEST:
I
1
iLy~c`rc'rucur~~~~y ofTeu`tan- UTy -LI retnr`y; (ity i>f C`7T:InI
Texas Tvxa ;
(City seal) (City Seal)
C3.ty i J 12l;:, City C17k.c.11ville,
T (City iE!.11~
TILE STATE OF TEXAS §
COMITY OF hl?,~LOS §
BENORi: 1IE, tltc unelcr::ilnad nuthosity, in and for the said
Cr,unt; on this clay personally appeared MR. 1.7,i,YD JOYCE, Mayor
of the City of hsy.n, 'T'exas, knowas to the to be the person
whose notae is SuhsCri.bUd to tisc forc);oing iasstrument and 1-mown to
me to be the ]Mayor of the City of L'ryvt Texas, and acknowledged
to the Lliat he exuruLc' th-. same for the purposes and consi.deral ion
therein expnessct old in tha c+tpacity Lh.reiu stated as the act
and deed of said CITY OF PRYAN, TEXAS.
GIVEN UNDER IIY IV,ND AND SEAL 01' OFFICE this the day -if
Septcnruer, 1915.
(Notary Seal) Nut. ry 1'u ic, f razos County, Tex~t~
THE STATE OF TEXAS §
COUNTY OF DENTON §
BEFORE ME, the un_leroil;ncd authority, in and for the
said County on this day personally ilipearod MR. TOM JFSTER,
Mayor of the City of llenton, Tcx.ris, ';nown to me to be the
person 4JhoSe nmrw i:, subsCribcd to ahr f.orel;olnp, i,u:;trumcnt
and known to me to Iw the Kiyor of Lhc City of Denton, Texas,
and acknowledi;cd to me 1-11aL ' o executed the same for the
purposes and consideration t ,crein Cxl,r ?srtcd rind in the
caplcity Lherein stated as the let :rti..l t,~rd of said C1!'Y OF
DENTON, TEXAS.
G[VF,N UN1'•I R. MY HAND AND M, OF ("'FICE this: tho
(lay of ;OpLolitber, 1915.
I Notar Sea]) Uct:tutiCuttnL Tr::
( y Nciiai 1 Y
1u. I r:
J',',I ng] I ui' l I
3.111' n ~1 t ll ~'Lr' [n I,r tloi.
t. ,I II II:4,, rf,iIc.l 11Jll 1 c
I 1 t I rll' j I 'I'II
1111:1. II 1'r 1' I ,Ir,,I th 11''t` 1„r tl,c'
I
11lI i'I'C, r ~1111~ ,,r i~!.. I'.It ir. ~In•,'rl'1 Ir !'.l•Ij .l ll~l 111 Illy
t a r i ! I1,! ,I cl i rl C 1 1,y Ol'
Gl~'E1: .:iltl;l< i'1'i 11P,I<ll ir.:tk) S1"A1. Ui' 01 CI{ lltis the _
(Notary Se,,l) Ilot,:ly Public, Dallas County, '1'cx:s
THE STATE OF TI'WiS §
COUi1TY (IF I,UWT §
REl'0111; ME, the till ?crs:i,t;ncd authority, in and for t1w
said County on this: day perswinlly appeared MR. CHARLP.S SIVLEY,
Mayor of the City of. Greenville, Texas, known to me to be
the person whose nnroe is ,;t +osc•ribLd to the foregoing instrument
and known to rye to he the Mayor Of 01e City of GrCCIIViile, Texas,
and acknowledged to me thit he executed the saute for the
purposes [in(] oonsi.der,ttion therein depressed and jn the
capacity therein stated as the :act and decd of said CITY OF
Ci.a.,.I,r1L.i.~., a .
LIVEN UNDER 11Y HAND ACID SEAL 01' O; FICE this the
day of September, 1`175.
(Notary Seal) Notary 1'uIATE, Hunt County, Texas ,
THE STATE OF TEXAS 3
COUNTY OF S
BEFORE 11E, the undersij;ned authori-ty, in and for the
said County oil this clay lu'rscnu111y llppeared
President of t.L-_ Board oS [)l.l'CetOrs 0f
tie ?)~CS~fIJ?S'1Ci1~1~ 7'01?i:R AGENCY, 1%lOk-11 t.0 ire to h thu
person whOsO n;tac v ,1tlbsCa•ibc11 to the fol:Qt',ohlg instrw1wilL
,,nd known t.0 We to ile the I't•c'eident Of tha Rnrlyd Of Dircc+ors of
TEXAS MUNICIPAL 1OW R ACF,N(I1', and aci:nowlcctll,cd to me that he
cNocuted i_he onire fur the ptirposc:, rigid considoratior, t.hercin
eXpret;sed and in Lhc ccapracity therein stated as the act and
deed of said TE}:A.`, '111NICiPAL 1'Oidlat AGENCY.
MEN UNDER FTi IIAND AND SEAL OF OFFICE, thio the
day of SviAt-mbcr, l.975.
Notar ' Scal) - - - -
( ) tlot~ry`LiiG7Ic, c.ountY, 'Fcx,l;
-25-
~r
+Itll i
! t.in,,f •.I E ..,Ir ill ! r,!!irr,,, i,; I;,r
if, to fill , if roll
I•,~^, t ivil „ lf'''A lir,,
t. fl
•!t ! 1: If( )!fi,(r., )(t!,,r, (111 ~,''.!`r
(1!1 i• I rife' ft /'(1
!
IJ In L ,I d
C. fr IF4(.~i'.' 1C•.,,(I'L
t•, MiCMO r
Tr•nsnii;siorti 9U,U;1if 3iS,C!~p 1,200
1 0110 4,f;S0 150
g• 5
) S
h. fuel i'anr., C:rent )(I,U(Ilt 9,7011 300
i. Cast of Service A 0n0 :i,ftffh _ l?0
Subtotal _~..J `J'11,IiU(I 9)2,//0 $ ?F,?3U
3. Construction
d. )nLPI'COIlr1CCt with i'I'1V.ltC e 1,(101,w)() d' ) ~C A'ng"• + 3?,I;20
•4 ilit;CS J
b, Gli!rg~r - Greertvillc i ir 1,I:101000 4171100 12.2900
c. oil Stnrage racility.lrcq• 1.514,bt1(i 7~~3J,C~tQ75th20
Subtotal
Total Facility/Activity rst.Costs 9,201,500 11,925,455 J27G
4. Cost of Financing- 1Urr 'L50 $ 106,250 -0-
a. Legal
b. capitalized ca Ilntere resttc) 741XiO 743,750 -0-
C. ~ ,545 _0-
- -i'GA9 S45 -0-
t. Capitalized Reserve rd.(d) WIL11'4,' ft4 9
r i r'
SubLOLaI
Grand Total Stn,9a>,Oh5~lU,f2!2CiO~ $$76,045
(a) Based on revised contract prices
0 lnclud:s con,,',•t!ction of facilities
12 months, interest at 7%
td) Equal tc, of one average annual req!ir :u;eni (approximate)
9/1+1175
AI{L
q
l W,L
1
5, .l 1S r S 1. 1. S 4. 1 Lliij Q t.h} C,'':$
1 t 4 ! r, f 'I 41, "i 4.i n.!! 45 .7 24,/ Y RL,
, .fit , !'I, -
IY 1 •r 'S SA,CSO r) CGS 57 1.1'1$ }:,i .2,4'Oe 0 t'b5 SZ,ri'dS tU,4'ob{ Su,Y'W Li,7.
otel 5 102,IrJ5 111OS {
i 111 f 1 I V4.! ~ ! h,fC..
5',.rt lvn IUleru Nry I~ 7,1) li'.I~r:'1 1 I f ~ 1r7 1,,_ ~ -
Tu!.1 31.169,1Y~41,3d ,.5051,171,1,U5t, 1lltl,I..,b,~,la.,l..fl,10V,1, . 6414!01 104.4;;.'3 L0,95B1 1p 4M 5°,750) :
/ Irr I!'DI it n,g-PS
Pre: uS
11.1 pq-rst aut46rlied `
Yy ly,;~ f Is,Cdo$ 15,9DOS 1 f f 3 f 3 2n,DDO 2D,1nOf 201100 20.400 7411 ,cJ1
retlna 6 J0,1bU 70tt,700
1''.'il P;^. Fec, 70,000 20.10D 70,000 :O, lUO 20,10° TU,tEJ .0- •D-U
OyLra tl'.m -a• .W -0- 0- .p. .p- :p: ,0_ ,0•
SLurt irru Pta.nciuy •0- •D•
Told 1 35,1605 36.01x1$ 711,0'115 20.1063 2D, ril 70,r0U1 2U,14aS ?MOO& 20,6003 MIN, 20,1°(:5 'i 1,4", 5 271.7 tl
men
111PI Expose authorized
t
t,y : OpCpeA f 7.4DO °,,4 0 5 7,4603 7,4N 7.400 2,4173 1,4Or5 7.400 7.4w 7.t(( 1,1 n 20 603 7 1. ,5'0 t0 i t~ Ii , 24(
W:
v:rA°;,f at rlf:0n ,n 6 it,. 1,023 1.9110 1.D.a 1,123 1,620 l,r"a t,cero 1,1;D t,n'r0 1,M.a I ,
Start lcm elnnCing =e----_4r_ ~'-_____9~_.-__ d•__..: Q.=-.___D__..._ _6'_._
told 1 16,9203 17,020 1 0,4203 6,4203 0.4105 6,4205 6,4.04 6,1203 6.42(1$ 6,42DS 6,420$ 1,1205 II'+, 14C
pnitwl
1101 GPrnia author Ind 314.',
Dy TAPA 1 6.047$ F,PM 1 $ $ $ S $ S r f 1 f 3 1
IIP1 °4tretb:,n 6 Fec. 5,350 5,340 5,150 5,340 S,3,D 5,343 S. 3,0 5,340 5,3,0 5.310 6,150 5.140 04,14,
Tt A JratlOn 910 510 910 910 9)U 510 9!0 910 $070 9910 170 .CD)7 I).U15
Start Jere IlAmind -D- •0- _._.._-:0- Ot_6_-..~_0- 0.:_fl1...-_ -
Total { f 13,120$ 13,110 1 0.320$ 6,310$ 6,320{ 6.310$ 6,e10{ 6.31 D{ 6.1201 6,31 C5 6,320$ 6,310$ B9.7:C
Ca rte nd
1PP1 1Lpensa authorized f !.07
by 10A 1 15,304$ IS.200 $ f- 1 f 30, $ S 3 1 f i
1VP1 ap^r 110,, 1 Tet. 67,670 171130 11,14n 11.670 13,570 13,D43 11,010 11,010 13.640 13.030 11,030 IS,A10 7fs.,nri0
inPA Op-Oft tan 21050 2,050 7,0;0 2,p;n 1,°50 2,(,D 2,b,n 2,Ob0 2,050 2,090 2.050 1.01,1 23 J.n(1
Start t era l l ne nC fn •D- •0- •0- •0- •C-._-_D.,.___~~'_~__._°:.. ..~0:-..
TOtel ( 010CDf 31,030 f 1S,090$ 1sIVU$ 11'11.6$ 15.6943 15,BUh$ 15.60d$ 15,690$ 15,600$ 1$.010$ I5,1:%IS 711.160
6.eenr 1116
IPPI f.ptnte wihorlted f •r.n
ly jr,A 1 3.3 [h5 7.300 $ $ $ f 1 $ f $ $ S
11,1 O;.,retfoo A For. 7.1".I 21170 IN 1.130 PON 21170 2,I/U 7.140 2,110 211r1) 2,170 7.1(,0 2r, )i
1141A 0p. reline /10 460 110 46n 4.2 460 4(lv Sf0 AGO 41.4 440 41D ',!11
S!.u t fern l lnantln -U- .p. •O• ._1D.L..___0:_.....:0'_...~0t_.-_.dn:..-_:
Tula 1 5.9301 5.930 $ 2.c):4 2.6?DS 2,1)65 23 w1 7,r?0S 7.11"4 2.400$ 2,6105 2.00i 2,L"r 91 s" SI1
Ito I I
( E i','•tllil"E L l ; ]r~'I`,1 Y II!'~'17E 1~ i'Y 'WN,
{tl 1',! V II I,I ~ , !{';Ili', ~i~}
I
~r,i LI I rr r,1E'I! Eft (?,';il{il71
r, ! r it Jill Y 00
ii 1t.L IDI <i1l; ~ ' Ft J111 1,(rt'{!
1, t /I;tc; (,rn,l ',s P,II
i ! Jul l I:itic 19,[,UJ
Jul; :il hli ,E'r,i
t Lt•~, t Li:' 1.11 la,rr'~!
~c Itl't tr I 1'Insc 1 I,I 1 2.`,,f Gl
11 ) 1 ]
S'ril=r,,• r,~r,, ,'i , ~ 't , A11 10,t:;1
1ry,.! ! !tt' (u,i~ LI,.t•.~r i
Jun, }'t Jtii l ?a~`''
uaicI
$9tt,70r'
AILOCAT10I1 70111"lii_F16 '7)
ALLOCAT 10"0
PfE1'~PER
$ao,saa
Brazos •
17,100
,
ur,jun
1'3,600
Denton
• 30,5x0
Garland
6,Gi)0
GrE•: nv i l l e
• $90,700
I
I~
1
I
1
II 1
1(., r• 1.1.1 ~ ' i.. 4i1n11,".
r t 7,r,i t 1.'. S I r t 1, I,.! 1 I i,.•. 5 !',s " S I s,rS 14.1'.0 S I'•.I'a 1 11,1'.n 1 1 i,1'!1 l .
i
I 1 U,,' l t ! t.r s V l,r S I . L I'',' ~ 1 l'r ' S 1 ! 4 ll,' ,~S 7],!!':U } JO S 71,4'.7 L . I','1 l
A'J
I h11 S t'. { 1'. ! I1 r 1 S ~ 1 r.r' 1 L r, f E. 1 4 1 `1 { 7 S 4,r a 1,
/ , 1 ray. ~ k7,6
~ `i 14, ,,IStl:e 4, e1 F.,s
itra,1. n Caprr'r,eS l Cn7 1,G-~-' Lr-'",0 i,v<r I,P'N i.1 9 1 n0:1 1.11'1! Y I
I eJ w.7 r Ural tan SIn 11'S 277 fv.'1 ?GO ?,.J 700 e d1 e00 ?111 ?D0 ?,,0 7PV 09
li '14 1 1 ti 1.'9 1 9 1,4 1 9 1Yd 11, ),1'1 1' 1 1,1 1"e .
r S'~.J 5~,0 r ~ [ 1 4vl r.1A \l1 Lr q , .M1 <.q
Pr tl.IC anJ [601 al tan 'J
S.I 5,C 'iJ 5,I I r,1?0 S,(, 1 5.00 S.DeJ S,OoD 15",m)
I , J C. ,
4 1 S l
S: v l l,llnr,c i [ontultanit a! - S ,0
Mh:il lene.r•s SbJ LS _7 r J ? ~,'i _?,1 'J 7~(..d 7, T,r.:U r',1 7 ra.[1 T,0,+1 ? G,J 74-i
Sul Wtel 1 191500 { S . ''J0 S 11.(,7) { 70,r'li7 S It ,nOd { It,M10 L II,ri, } 15,1,111 11,61011),60 S I3.Or3 S
f ^L WOM 1-41, EKPi NSE
1,01 and NILS D1SPat0dag S 1,600 $ I.LDJ S LWO S I,C'~0 f 1.000 S 3.V)3 S 1 ,00 S 1JM S I.Wo { 1,(00 S I,LA S },GI'p
U[ILIII CS I%Pf ISE
9.M7 It 5 .1 S 9,0rrp 1 9,nt,0 S 9,000 { 9,0: eI S NO { r :t 1 9,()00 S 9,1 DO 1 9,000 S 9;'00 1 Ir 1
LnioS D.nid 1 r n7 _1 503 __LSrq 1, 1 1l!U V 00 1 ,p0 !rn0 I.-VA _ 18 wo j
Gil lerzInal fperelfan
Subtotal ( 10,SOo f 1O.600 S 10,500 S 10,5Lll S 10,SW { 17,^10 1 10,500 { 10,6U'J 1 10,500 S 10,SUU S 10,500 $ )0.Y,0 S 1,1.:-i
total S 46,650 1 59.10 S 50,150 1 17,300 S 49,290 S 0,0A { 47;100 S 47,D;'.0 S 49,450 $ 45,950 S 56,250 1 46,210 { SNS,ISU r
At Lr4AttDd TO MfIf7E95{11}
I•. acs 1 ?0,10? 6 20,109 S 20,MID $ 20,!00 S 20,100 $ 20,001 f :0,100 S 20,10'1 S 20,0!10 S 20,100 S 20,100 1 MAO S 247,1:"g
Bryan 7,400 7.400 ).400 7,407 1,407 7,4 ,0 l.4tU 1,4117 7,4(0 7,400 7,4PJ ?,1110 N,11 I
VL,toe 1,,)50 5,740 5,110 5,140 5,150 5,3',0 5,3:.0 SJ49 S. i110 5,110 5,'50 S.m rI,I, I
63 land 13,!10 11,6 1j 1).'.1 17,1170 17,636 13,,40 11,070 I3,Is.;D 13,070 13,bM 11,610 13,440 14 6.(: .
6reeaville 2,1/0 1,110 ?,110 2,160 7,110 2,170 2,i00 2.H0 2,170 2,110 i,1?o 2,160 -21.,LSO j
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t~') 1'.111,i1,.. i,n' trl •.Pllia,;. CY,1l('I I', U
1 ter,a i~l n iu(I i~. (r) Ire rolire! lirr.i, lost lcrrr f r,ciuy.
C. ~ r.i•. 1.5 rih( Sl,'l,~n i1}'(' ~Vr!Ic-(1 111
t~) 1,, .ill },ii;L,i r.i I•l 11 ~ .I:.l
r L.,y 1, CL1 cI i tli'j
hl :i LE,+a
(P) ,~rl, r,rr. ir~ln,1r~;! in short-tcr~a firnant:in(1•
(^1 As'. ra2s stii rr ~1 7 , 11 cost of liviluJ ir.crco ae in Jarurary and merit
incrt,r.se ir: jow-..
(10) A:,ow'; Irvlvin't ('xpenses for t':r) plus addition of office furuiUre,
c;,l,:ulalurs, etc. E
(11) Assu es decline in l,al needs as organizational relationshil,s are
firRred tlg. I
(12) Continuing services after Lone Star negatiations.
i'
(13) Possil)le future hearings. i
(14) Allocated on 1975 energy.
(15) Assuilles decline in dc-liverability, Price hasod on $1.524/rmbtu + r
$,2U Lr~,ntij .l r,,tion throu!_i1i /August, then $1.90 i $.30 transportation.
t
(16) Gas received but, not paid for in 1974 and 1975.
(17) aaseJ co 1974 peal: loads.
(18) As shut+n in short-term financing docuiients.
t
(19) 7t)PA assumes previous costs of membl.,rs in October.
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EXHIBIT "11'_ 9/1G/75
MAI, 111111IC1PA1. PMI'R AGCNCY
Formulae To Be Used In Connection Witt ~
lk-bL 'ONILC PoywcrnL Adju;LwenLs - Bl'dZOS
Purchase Option
A. All funds received by Agency from Grazes shall be immediately used
to reduce (call) outstanding Bonds of Agency
B. Adjustments to Payment of Debt Service
1. Brazos Purchases Up To An Additional 171 of the Total Project
a. Debt service requirements are adjusted to eliminate
requirements of called Bonds.
b. New payments equal to a. times product of:
Brazos - 25.0%
• Bryan - 19.3%
Denton - 15.0"
Garland - 33.3%
Greenville - 7.4%
2. Brazos Purchases Over An Additional 17% of the Total Project
a. Debt service requirements are adjusted to eliminate
requirements of called Bonds.
b. Brazos - New payments equal to a, times product of new
percentage calculated as follows:
x % of Agency': t 'requirements to be paid by
Brazos
y v % of total project owned by Brazos
z = Total % of participation desired by Brazos
in total project (both owned b contracted)
X ■ 0/1-y) - (Y/1-Y)
Example: Brazos purchases an additional 25% (owns 28% of
total project) of total project and wants total
participation to be equal to'40%
Y a .28
z • .40
X (.40/1-.2A) - (.2811-.28)
x a .5556 - .309
x = .1667 -
i
41
' I:
IL
C, Cities - leach City's new paylnants are equal to a. less b. times:
Bryan - 25.7%
Denton - 20.0% I1
Garland - 44.4%
Greenville - 9.9%
.
jjAA'
g
ell
O
BYLAWS
01,
TEXAS POWER POOL, INC-
The name of this corporation, its corporate purpose and the term
of its existence are set forth in the Articles of Incorporation of
this corporation as filed with the Secretary of State of the State of
Texas, on the day of , 1975, as the same may from
time to time be amended. All provisions of these Byla%s are subject
to the provisions of the Articles of Incorr ration.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the cor-
poration in the State of Texas shall be located in the City of Waco,
County of McL.nnan.
Section 2. Registered Office and Registered Agent. The regis-
tered office and agent of the corporation required by the Texas Non-
Profit Corporation Act to be maintained in the State of Texas shall be
as indicated by the Articles of Incorporation. The registered office
or the registered agent may be changed by notifying the Secretary of
State of the State of Texas if such change is approved by a vote of a
majority of the Directors at a legally called meeting of the Board of
Directors.
Section 3. Other Offices. The corporation may have other offices,
either within or without the State of Texas, as the Board of Directors
may designate.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
corporation shall-7iemanaged by its Board of Directors.
Section 2. Number, Tenure and qualifications. The number of
directors of the cocporathun MUM ten--(10 Thu Board of Di-
rectors name; in the Articles of Incorporation shall sorve as the
initial Board of Directors until the close of the first annual meeting
I
of the corporat?.Orl. Flt the first annual meeting, ten (10) directors
shall be elected, and those elected shall be the persons who on that
date hold the position indicated for that position as follows,.
Place Number Position held by such person
1 City Manager, Bryan, Texas
2 Utilities Director, Bryan, Texas
3 City Manager, Denton, Texas
4 Utilities Director, Denton, Texas
S City Manager, Carland, Texas
r, Utilities Director, Gi<rland, Texas
7 City Manager, Greenville, 'T'exas
8 Utilities Director, Greenville
Texas
g General Manager of Brazos Electric
Power Cooperative, Inc.
i0 Executive Assistant to General
hlanager of Brazos Electric
Power Cooperative, Inc.
The person holding the position specifieu (either on a permanent or
acting basis) shall automatically be a member of the Board and hold
the place number specified unless (1) the governing body of the entity
he represents (a) designates another official or representative for
such entity by filing a certified copy cf the resolution which desig-
nates another representative with the Secretary of the corporation,
(b) notifies the corporation th° entity wishAC fn wi;filraw from fur-
ther participation in the governing of the corporation, or (2) the
person refuses to serve as evidenced by an instrument in writing.
A temporary vacancy in office in position 1 thrOLgh 8 may be
filled by the Board of Directors of the Texas Wunicipal Power Agency,
and a vacancy in office in position 9 and 10 may be filled by the
General Manager of the Brazos Electric Power Cooperative, inc., but a
person so named shall serve only until a permanent dit'ecLor. is again
named or selected as provided in the preceding paragraph.
No Director of the corporation, by reason of his appointment by
an entity or person, shall be deemed to be acting as a representative
or agent of the entity so appointing the Director.
Section 3. Regular Mcotincs. A regular annual meeting of the
Board of Directors sha be eldwithout other notice than these
Bylaws at 10:00 a.m. on the fourth Thursday in October of each year at
the Principal Office of the corporation. The Hoard of Directors may
provide, by resolution, the time and place, either within or without
the State of Texas for the holding of additional regular meetings
without other notice than su:h resolution.
I -2-
Suctloll 4. Sec ,L1 Necti"wS. Spr(-ial meotings o' L- Board
Directors may be called Ly, or at the rituesL of the Pr,,ident or a
majority of the Directors. i'he p rsrm or pcrsoi autt: rized to call
5I>ecial mceLings of the I3-ard of rc 'ors ?iay f any place, either
within or without the State of 'rug )s, as tho ply: for holding any
special meeting of the Doard of illrecLors called by them. If no
designation is made, thc, place o' the Ang shall be the Principal
Office of the corporation.
Section 5. Notice. NeLiCo of the place and tide of nny special
meeting of the Board of Directors shall be given, either in writing or
verbally, to each member of Lhe Board at least four days prior to such
meeting; pr:)vidcd, however, if such notice is by mail, it shall be
given at least seven days prior to surh meeting. If verbal notice is
given, It shall be deemed to have been given when the Director is
notified personally of the place and time of the meeting. If written
or printed notice is given, it shall be deemed to have been given when
actually delivered to the person or, if mailed, when deposited in the
Uritcd States mail addressed to the Director at his or her address as
it appears on the appropriate records of the corporation, with postage
prepaid. A waiver of notice in writing signed by a Dire-tor entitled
to such notice, whether before or after the meeting, shall be deemed
equivalent to `_Le giving of such notice to such Director in a timely
manner. Any such signed v,aiver of notice shall be placed in the
minute book of the corporation. The attendance of a Director at a
meeting shall constitute a waiver of notice of the meeting, except
where a Director attends a meeting for the express purpose of ob-
jecting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board nf
Directors need be specified in the notice or waiver of notice of the
meeting.
Section 6. Quorum. One more than a majority of the number of
directors fixed by Section 2 of this Article II shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors.
I
I Section 7. Manner of Actii~q Subject to the provisions of
Section 2 of Artio-~iI ai-~~lrticlc Ix of these Bylaws, the act of a
majority of the total number of Directors fixed by Section 2 of this
Article, at a meeting at which a quorum is present, shall be the act
of the Board of Directors.
Section B. Waiver. Any action required to be taken at a meeting
of the members of tie Board of Directors or a Conunittee created pur-
suant to Article IV may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by all the
members of the Board or Committee, as the case may be, that are en-
titled to vote with respect to the subject matter thereof. Such a
consent shall have the same force and effect as a unanimous vote.
-3-
Section 9. Compens_ztion. Directors shall not ruceive any com-
--e-
pensrTtiun for their s-e-rvics-, I•ut a Director may Uc reimburse for
expenses actually incurred in connection with the business affairs of
the corporation.
ARTICLE III
OFFICIO RS
Section 1. 14un,ber. Th(, officers of the corporation shall be a
President, one or more Vicc Presidents (the number to be determined by
the Board of Directors), a Secretary, a 'T'reasurer, an Executive Director
and such other officers and assistant officers as may be deemed neces-
sary, each of wiioin shell be elected by the Board of Directors. The
offices of President ind Vice President only must be filled by a
Director of the corporation.
Section 2. Election and Term of Office. The officers of the
corporaticn shall Y,e elected ainuaily by Lhc Board of Directors at the
annual meeting of the Board of Directors. Each officer shall hold
office until his successor shall have been duly elected and shall have
qualiiiL6 or until his death or until fie shall resign, or until he
shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed
by the Board of Diiectors may be removed by the Board of Directors
whenever there is shown a sufficient cause, and the best interest of
the corporation would be served, but such a removal shall be without
prejudice to any contract rights of the person removed.
Section 4. Vacancies. A vacancy irT any office because of death,
resi(jnation, removal, d si qualification or otherwise, may be filled by
L11@ BAdLIl U.I. Directors tot the une:zpired portion of the term.
Section 5. 'tile President. The President shall be the principal
executive officer `o the corporation, and, subject to the control of
the Board of Directors, shall in general supervise and control all of
the affairs of the corporation. lie shall when present preside at all
meetings of the Board of Directors. Ile may sign, with the Secretary
or any ntliar proper officer of the corporation authorized by the Board
of Directors, any instruments which the Board of Directors has autho-
rized to be executed, except in cases where the signing and execution
shall be expressly delegated by the Hoard of Directors to sonic other
,)fficer or agent of the corporation; and in general shall perform all
&ities incident to th-, office of President and other duties as may be
prescribed by the Foard of Directors.
Section G. Tti., Vice Presidents. In the absence of the President
or in the event of his death, in b ity cc refusal to act, the Vice
President (or in the event there be more thin one Vice President, the
Vice Presidents in the order designated at the time of their election,
-4-
or in the absen:e of any designai_ion, the, in the order of their
election) shaE.l,crfer,n the duties of the President, and when so
acting, shall Lave all the powers of and Ic subject to all the re-
strictions upon the President, and shill perform other duties as may
be assigned to him by the President or by the Board of Directors.
Section 7. Phe Secretary. The Secretary shall keep the minutes
of thr3 roard of Uirerloi;s ~iicetings; see that all notices are duly
given in accordance with the provisions of these Bylaws or as required
by lao-r; be custodian of the corporate records; keep a register of the
post office address of the directors, and of the members of any
committee appointed by resolution of the Board of Directors and in
ycneral perform all duties incident to the office of Secretary and
other duties as may be assigned to him by the President or by tl-
Board of Directors. The Secretary shall also file notice of change of
the registered agent or registered office of the corporation with the
Secretary of State, and such other reports with such office as may be
required under the .law.
Section 8. The Treasurer. The Treasurer shall have charge and
custody of and be'respo slblc for all funds and securities of the
corporation; receive an,l give receipts for monies due and payable to
the corporation from any source, and deposit all monies in the name of
the corporation in the banks, trust companies or other depositories as
shall be selected in accordance with the provisions of Article V of
these Bylaws; and in general perform all of the duties incident to the
office of Treasurer and other duties as may be assigned to him by the
President or by the Hoard of Directors.
Section 9. The Lxecutivo Director. The Executive Director shall
be the chief admii,ist.rative officer cf the corporation and in general
perform all of the duties incident to the office of chief adminis-
trative officer and other duties as may be assigned to him by the
President or by the Board of Directors.
Section 10. ;restrictions on Pecuniary Benefits. No Director of
the corporation shill receive any cc.,i~ersati01 from tho corporation if
hd or she is a member of the governing bocly of or an officer or em-
ployee of a political subdivision of tho State of Texas with which the
corporation has a contractual or other business relationship.
ARTICLE IV
COMMITTEES
Section 1. Committees of Directors. ehe Board of Directors, by
resolution adopted 1iy a magority of the directors in o f ce, may
designate on,a or more committees, each of which shall consist of three
or more directors, which committees, to the extent provided in said
resolution, shall have and exercise the responsibilities assigned to
them by the Board of Directors.
-5-
Section 2. Outer Committce:i. Other COtruni.ttces nay be designated
b} a resolution adoEitc~ by a-majority of the directors present at a
meeting at :;hich a quorum is present or by the President if authorized
by like resolution of the Board of Directors. Such committees may
be for a pccific length of time or may be of indefinite duration, but
shall be for the performance of specific duties or functions.
Section 3. Term of Office. Each member of a committee shall
continue as such for _Ehe dduration of tiro committee or until his
successor is appointed, or the committee is ter,ninated, or he is
removed by the authority by which appointed. 't'erms shall usually be
of one year duration although the commiLtc, may be of longer duration.
Secti.>n 4. Chairman. One member of eaci committee shall be
appointed chairinan by tthe resolution of the Board of Directors crea,-
ing the committcc.
Section 5. Vacancies. Vacan.ies.in the membership of any com-
mittee may be filled Fq aappointnrnt made in the same manner as pro-
vided in the case of the original. appointments.
Section 5. Quorum. Unless otherwise provided in the resolution
of the Board of Directors designating a committee, a majority of the
whole of such co,ntnittee shall constitute a quorum and the act of a
majority of th= members present at a meeting at which a quorum is
present shall be the act of the committee.
Section 7. Mules. Each committee may adopt- rules for its own
government not inconsistent with these Bylaws or with rules adopted by
the Board of Directors, or with, instructions, if any, contained in the
resolution of the Board of Directors establishing such committee.
Aii,rICLE V
CONTRACTS, LOANS, CHECKS, DEPOSITS AND BORROWED FUNDS
Section 1. contracts. the Bo.zr., of Directors may aut1to::ize any
officer or officers, agent or agents, to enter ±.nto any contract or
execute and deliver any instrument in the name of and on behalf of the
corporation, and this authority may be general or confined to specific
instances.
Section 2. Checks, Loans, Etc. All checks, drafts, or other
orders for the paymnt of money, notes or oLhcr evidences of indebt-
edness issued in Lhe name of the corporation shall be signed by an
officer or officers, agent or agents of the corporation as sh.zll be
determined by resolutions of the Boarcl of Directors. In the absence of
such determination by the Board of Directors, such instruments shall
be signed by the Treasurer or any assistant Treasurer and counter-
signed by the President or a vice President of the corporation.
G-
Section 3. Duposit s. All funds of the corporation not otherwise
employed shall be deposited to the crodit of the corporation in
banks, trust :ompanics or other depositories as the Board of Directors
may select.
Section 4. Gifts. The Board of Directors, or a committee, or
any officer or agent designated by the Board of Directors, may accept
on behalf of the corporation any contribution, gift, bequest, or
devise for the general purposes or for any special purpose of the
corporation.
Section 5. ,sorrowed funds. The corporation shall not borrow
funds upon terms khich provide for maturity exceeding twelve months
an,i, even then, shall not borrow funds unless the corporation has
contractual agreements with one or more parties which will provide
the revenues to pay the debt within such twelve rionth period.
ARTICLE VI
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its Board of
Directors, and committees having any authority of the Board of Di-
rectors and shall keep at its registered office or principcl office in
this State a record of the members of the Board of Directors entitled
to vote.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall ba determined by resolu-
tion of the Board of Directors.
ARTICLE VIII
DISTRIBUTION 01' ASSETS
Upon dissolution of the corporation, the assets remaining after
satisfaction of all liabilities and obligations of the corporation and
after returning, transferring or conveying assets held by the cor-
poration upon conditions requiring return, transfer or conveyance in
the event of dissolution, shall be distributed to the Citius of
Bryan, Denton, Garland and Greenville located in the State of Texas in
such undivided interests as the resolution to dissolve specifics.
ARTICLE I%
AMENDMEN'T'S
The Board of the corporation, at any legally cilled meeting, by
unanimous vote of the Directors then serving may (1) alter, amend or
repeal these Bylaws and adopt new Bylaws, or 12) dissolve the cor-
poration. The term "Directors then serving" as used in the preceding
I
-7-
sentence mr_ans all of the Directors of the corporation except those
who have riot attended a meeting of the Board for a period of n-nety
(90) days or four (9) consecutive meetings (whichever is the longer
period), and such term includes those appointed to fill a temporary
vacancy under Article II, Section 2.
The undersiyned Directors of the corporation do hereby certify
the above Bylaws were duly adopted for the regulation of the affairs
of the corporation, at the initial meeting of the Board of Directors
on .ne day of 1975.
J. Louis Odle
Sack nr:d V
Jim White
Douglas F. Blackburn
Charles R. Duckworth
Ed Krause
James DeBcrry
Rp ert. 6B.uNorsonV
Ross A. Scgrest
W. S. Robson
-8-
5-23-75
EMM
RULES AND REGULATIONS OF
TEXAS MUNICIPAL P014ER AGENCY
ARTICLE 1
OFFICES, NOTICES, PUBLIC RECORDS
Section 1: Principal Office. The principal office of the
Agency in the State of Texas shall be located in the City
of Waco. County of McLennan and may have other offices as the
Board may designate.
Section 2: Notice of Meetings. Written notice of the date,
hour, p ace and subject oeac meeting, of the Board and of
each Committee shall be given (1) to each member and (2) by
furnishing such notice to the Secretary of State of the State
of Texas for posting on a bulletin board and (3) by furnishing
such notice to the County Clerk of McLennan County for posting
on a bulletin board in the County Courthouse, and (4) by posting
such notice in its administrative office.
The notice shall be furnished to the Secretarv State and
the County Clerk so it may be posted at least 72 hours preceeding
the day of the meeting, provided chat in the event of an emergency
meeting or a meeting caused by urgent public necessity, the notice
required to be posted shall be hosted at least two hours before
the convening of the meeting. Additionally, notice of an
emergency meeting shall be given by telephone or telegraph to any
news media that ha.; (1) filed a request for ouch information at
the main office of the Agency and (2) agreed to pay any and all
expenses incurred by the Agency in providing such notice.
A member of the Board or of a Committee may waive issuance
of notice of a meeting to himself by (1) an instrument in writing
(executed before or after the meeting) or (2) by attendance at
the meeting.
Section 3: MeetiniBs Public. All meetings of the Board or its
Committee shall be open to tHi public, except in cases involving
the appointment, employment, evaluation, reas.tgnment, duties,
discipline, or dismissal of a public officer or employee or to
hear complaints or charges against such officer or employee,
unless such officer of employee requests a public hearing, nur
shall the Board of any of its Committees be required to deliberate
in open meetings regarding the development, or specific occasions
for implementation of security personnel or devices.
The public may be excluded from that portion of a meeting
during which a discussion is had with respect to the purchase,
exchange, lease, or value of real property, negotiated contracts
for prospective gifts or donationF, to the Agency, when such
discussion would (in the opinion of the Board or Committee) have
a detrimental effect on the negotiating position of the Agency
as between such body and a third person, firm or corporation.
Whenever any deliberations or any portion of a meeting are
closed to the public, no final action, decision, or vote with
regard to any matter considered in the closed meeting shall be
made except in a meeting wri-h is open to the public after notice
has been given as herein required.
r
All or any part of the proceedings in any public meeting
may be recorded by any person in attendance by means of a tape
re-:order or aiy other means of sonic reproduction.
Private consultations between the Agency an(l its attorney
are permitted in those instances ir. which the Agency seeks the
attorney's advice with respect to pendinP cr contemplated
1.:.tigation, settlement offers, and matter, where the duty of
ccunsel to his client, pursuant to the Code of Professional
Responsibility of the State Ba•• of Texas, clearly conflicts
wit.i the right of the public t4) h>lv,? such information under
applicable law.
Section 4: Custod'.:n of Public Records. The General
Managers of the Agency (it' appointed si-- lected and if not,
the Secretary of the Board) shali be the custodian of all public
records of the Agency and the custodian shall be responsible for
the preservation and care of such public records. It shall be
the ditty of the custodian of public records to sec that the
public records aro made available for public inspection and
copy;nF,; that the records a°e carefully protected and preserved
f1lom deterioration, altbration, mutilation, 1,_ss, removal, or
de,,cruction: and that public records are repa.red, renovated, or
rebound whon necessar to preserve them properly. When records are
no long currently in use, it shall be within the discretion of
the Agency to determine a period of time for which said records
will be preserved.
Neither the custodian nor his agent who controls the use of
public records shall make any inquiry of any person who applies
for inspection or copying of public records beyond the purpose
of establishing proper identification and the public records being
requested; and the custodian or his ap,ent shall give, grant, and
extend to the person requesting public records all reasonable
comfort and facility for the full exercise of the right to examine
ani review such records.
on application for public information to the custodian by
any person, the custodian shall promptly produce such information
for inspection or duplication, or both, in the offices of the
governmental body. If the information is in active use or in
storage and, therefore, not available at the time a person asks
to examine it, the custodian shall certify this fact in wiihin
to the applicant and set a date and hour within a reasonable Nme
when the record will be available. Nothing herein shall authorize
any person to remove original copies of public records from the
offices of the Agency without the written permission of the
custodian of the records.
In the event the custodian of records is of the opinion that
the records or information should not be supplied to the person
requesting them for reviek,, lie skull within a reasonable time,
no later than ten days, after receiving a written request for
the records, request a decision from the Attorney General to
determine whether the information is privileged, The specific
information requested shall be supplied to the Attorney General
but shall not be disclosed until a final determination has been
made.
No closed or executive meeting or session of the Board or
its Conanittees for any of the purposes for which closed or
executive meetings or secgirnp Ara a,tithnriv.Pd Ahail br held
unless such body has first been convened in open meeting or
session for which notice has been given and duringg which open
meeting or session the presiding officer has publicly annouiced
that a closed or executive meeting c,r session will be held And
identified the section or se,'tions of Article 6252-17, V.A.T.C.G.
authorizing the holding of such closed or executive session.
Section 5: Confiiential Records, All informati^n collected,
a,semS ed; or mainca3ned-by the Agency pursuant to law or
ordinance or in connection with the transaction of official
business is public information and available to Lhe public during
normal business hours of the Agency, with the following exceptions
only:
(1) information deemed confidential by law, either
Constitutional, statutory, or by judicial decision;
(2) information ir, personnel files, the disclosure of which
would constitute a clearly unwarranted invasion of personal
privacy; provided, however, that all information in personnel
'Iles of any individual employee of the Agency is to be made
cvailable to that individual employee or his designated represen-
tative av is public information;
(3) information relating to litigation of a criminal or
civil nature and settlement negotiations, to which titre State or
political subdivision is, or may be, a party, or to which an
officer or employee of the State or political subdivision, as a
consequence of his office or employment, is or may be a party,
that the Attorney General or the rer,;,ective attorneys of the
various political subdivisir-s has deLermined should be withheld
from public inspection;
(4) information which, if released, would give advantage to
coo,petitors or biddes;
(5) informaLio:i pertaining to Lhe lucaLiun of teal or personal
property for public purposes prior to public announcement of
the project, and information pertaining to appraisals or purchase
p-tce of real or personal property for public purposes prior to
the formal award of contracts therefor;
(G) drafts and working papers involved in the preparation
of proposed legislation;
(7) matters in which the duty of the Attorney General of Texas
or an attorney of a political subdivision, to his client, pursuant
to the Rules and Canons of Ethics of the State Bar of Texas are
prohibited from disclosure, or which by order of a co^rt are
prohibited from disclosure;
private correvpondence and communications of an elected
offtce holder relating to matters the disclosure of which would
constitute an invasion of privacy;
(9) trade secrets and commercial or financial information
obtained from a person and privileged or confidential by statute
or judicial decision;
(14) inter-agency or intra-agency memorandums or letters
vihiah would not be available by law to a party other than one in
litigation with the Agency;
(11) geological and geophysical information and data including
maps concerning wells, except information filed in connection with
an application or proceeding before any governmental agency;
Section b: Charges for Public Records. Th,, cost to Z.y
per;ion requesting n`oncert`ifi`ed"photograpph is reproductions of public
recd-ds compriaed of -ages up to legal size shall be the same as
prescribed by law for copies of documents obtained from the
Secretary of State of the State of Texas.
i
Charge,i made for access to public records comprised in Piny
form other than up to standard sized pages or in computer record
banks, microfilm records, or ether similar record keeping system*•,
shall be set upon consultation between the custodian of the
records and the State Board of Control, giving due consideration
to the expenses involved in providing the public records.
It shall be the policy of the Agency to provide suitable
copies of all public records within a reasonable period of tame
after the date copies were requested.
I
ARTICLE II
BOARD OF DIRECTORS
Section 1: General Powers. The business and affairs of
the corporation shall a manage by its Board of Directors,
Section 2: Regular Annual Meetings. Regular annual meetings
of the Boar of Direct ors~a~I be held of 10 o'clock A.M. on the
last Thrusday of July. The annual meeting of the Board of Directors
shall be held at the principal office of the Agency.
Section 3: S ec~ial 11 tctln ss. Special meetings of the Board
of Directors may be caile3-r at the request of the President
or a maiority of the Direct. The person or persons authorized
to call special meetings of the Board of Directors may fix any
place, within the State of Texas, as the place for holding
any special meeting of the Board of Directors called by them.
If no designation is made, the place of the meeting shall be
the Principal Office of the Agency.
SECTION 4: quorum. Except as provided in Section 5, five
of the Directors sFa`II constitute a quorum for the transaction
of business at any meeting of the Board of Directors. The
affirmative vote of at least 5 Directors shall be required for
approval of any action.
SECTION 5: Extraordinary Majority. (A) At least Six (6)
Directors of the Agency shad constitute a quorum for the adoption
of:
(1) the operating budget of the Agency or ar, amendment
to the operating budget of the Agency, or
(2) a resolution, order, or other instrument which
approves a capital project; a preliminary capital project
budget, an amendment to a preliminary capital project budget,
a final capital project budget or an amendment to a final
capital project budget,
(3) a resolution, order, or other instrument which
approves the execution of a contract for the sale or exchange
of electric energy or other property of the Agency which has
a value in excess of $20,000,
(4) any amendment to these rules and regulations.
(B) For the purposes specified in paragraph (A) of this
Section, the affirmative vote of five (5) Directors shall be
required for adoption, provided however, at such time as
(1) any contract is executed by and between the Agency
and the Cities of Bryan, Denton, Garland, and Greenville, or
any of them (whereby the Agency is obligated to do or perform
services for such Cities (or any of them]) or
(2) the Agency is obligated to supply electric energy
in the future to such City or Cities in addition to the
affirmative vote of five (5) Directors the affirmative vote
of the required majority in interest of the parties (as
defined in paragraph (C) of this Section) shall be required.
ARTICLE III
OFFICERS
Section 1: N_umhor. 'fhe officers of the Agency shall be a
President', a Vice k i-indent, a Secretary - Treasurp- and such
other officers and assistant officers as may be deemed necessary,
each of whom shall be elected by the Board of Directors. The
office of President and Vice President must be filled by a
Director of the Agency.
Section 2: Election and Term of Office. The officers of the
Agency shall he elected annually by the Board of Directors
at the first regular meeting of the Ecard of Directors held after
April 15 of each year. Each officer shall hold office until his
successor shall have been duly elected.
Section 3: Vacancies. A vacancy in any office of any officer
may be_?illea-by the Boaa_J of Directors for the unexpired portion
of the term.
Section 4: The President. The President shall-be the
principal executive offfcer`of the Agency, and, subject to the
control of the Board of Directors, shall in general supervise and
control all of the affairs of the Agency. lie shall when present
preside at all meetings of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the Agency
authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has
authorized to be executed, except in case: where the signing and
execution shall be expressly delegated by the Board of Directors
to some other officer or agent of the Ag( nc ; and in general
shall perform all duties incident to the office of President and
other duties as may be prescribed by the Board of Directors.
Section 5: The Vice President. In the absence of the
President or in t e~i event--oTl`ifs death, inability or refusal to
act, the Vice President shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President, and shall perform other
duties as may be assigned to him by th-: President or by the Board
of DireeLvfs.
Section 6: The Secretary - Treasurer. The Secretary -
Treasurer shall keep thimute~'s of`tTfe_ Board of Directors meetings]
see that all notices are duly given in accordance with the
provisions hereof and as required by law; be custodian of the
Agency records; keep a register of the post office address of tse
Directors, and of the members of any committee appointed by the
Board of Directors. Such officer shall also have charge and
custody of and be responsible for all fuaids and securities of the
Agency; receive and give receipts for monies due and pa able to
the Agency from any source, and deposit ail monies in the name
of the Agency in the depositories selected in accordance with the
provisions of Article V of these by-laws; and perform all of the
duties as may be assigned to him by the President or by the
Board of Directors.
Section 7: Executive Director. The Board may elect to
appoint or employ an Fxecut vi a Director as the Chief Administrative.,
Officer of the Agency. Such officer, if appointed or employed
shall perform such duties as may be assigned by the Board or the
Executive Committee. The Executive Director may hold other
offices of the Agency except the office of President or Vice
President.
i
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ARTICLE IV
COMMITTEES
Section 1: Executive Committee. The Board may establish
an Exrbcntf've committee composecT of one director from each of the
Cities of Bryan, Denton, Garland and Greenville. The Executive
Committee may be assigned specified duties of the Board (except
those specified in Section 5 of Article II) between regular
meetings of the Board.
Section 2: Management Committee. The Board may establish a
Sep--ate hlan5gement7omee -for iNii operating of each Projact
un6ertaken by the Agency. The Management Committee may operate
under the direction of the Boc:rd or the Executive Committee,
as determined by resolution of the 1'oard.
Section 3: other Committees. Other Committees not having
and exercising the aut or ty o the Board of Directors in the
management,of the Agency may be designated by a resolution adopted
by a majority of the Directors present at a meeting at which a
quorum is present.
Section 4: Duration of Committees. Committees may be for
a specific length of t me or maybe of indefinite duration.
Section 5: Term of Office. Each member of a Committee shall
continue : s such fortr tF; !rgY nn rf ,he r^nmmi trao or tLnt 1 his
successor is appointed, or the Committee is terminated, or
he is removed by the Board. Terms shall usually be of one year
duration although the Committee may be of longer duration.
I Section 6: Chairman. One member of each Committee shall be
appointedc:afrman Ey tFie Board.
Section 7: Vacancies. Vacancies in the membership or any
Committee may be fillecTey the, Board.
Section S: Quorum. Unless otherwise provided in the resolu-
tion ;±f the ffoard oof Directors designating a Committee, a
majority of the whole of such Committee shall constitute a quorum
and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the Committee.
Section 9: Rules. Each Committee may adopt rules for its
o:7n government not inconsistent with these bl' -laws or with rules
adopted by the Board of Directors, or with instructions, if any,
contained in the resolution of the Board of Directors establishing
such Committee.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1: Contracts. The Board of Directors may authorize
the execution and -delivery of any instrument in the name of and
on its behalf.
Section 2: Checks, Drafts Etc. All c'ecks, drafts, or
other-or~e'rs for the payment omoney, notes or other evidences of
indebtedness issued in the name of the Agency shall be signed by
one officer or agenC of the Agcr,c; a"G countersi na3 by ativLher
person as shall be determined by yesolution of tie Board of
Directors.
Section 3: Dep~o~~s~~i~~~~tts~. All funds of the Agency not otherwise
employed shall be 3eposired to the credit of the Agency in banks,
trust companies or other depositories as the Board of Directors
may, select.
Section 4: Gifts. The hoard of Directors, or a Committee,
or any deer or agent designated by the Board of Directors, may
accept on behalf of the Agency any contribution, gift, bequest,
or devise for the general purposes or for any special purpose of
the Agency.
i
ARTICLE VI ,
FISCAL YEAR
The fiscal year of the Agency shall be determined by
resolution of the Board of Directors.
ARTICI E VII
AlaNDMENTS
Amendments to these Rules and Regulations may be considered
at any meeting of the Board.
The undersigned Directors of the Agency do hereby certify
the above rules and regulations were duly adopted at the initial
meeting of the Board of Directors on the day of ,
075.
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I
(C) Majority in interest of the parties, as used in paragraph
(B) of this Section 5 is determined as follows:
(1) the net usage of electric energy (kilowatt hours) of
each of the members shrill be Qetermined for the preceeding
12 month period ending on September 30 of cacti year.
(2) each individual Director attending the meeting
shall be entitled to cast a vote equal to 1/2 of the kilowatt
hours shown as the net usage of electric energy of the
particular city he represents,
(3) a vote of 51% of the kilowatt hours of net usage
of electric energy of all members shall constitute a mrjority
in interest of the parties.
Section 6: Preliminary and Final Pro ect_ Budgets. A
preIimbia-rqcapitaFF1Jdget shaTl-ETe adopte y the Board at the
time of the approval of a capital budget. Such preliminary budget
shall be the amount which it is anticipated (based upon the then
current estimates) will be expended for the construction and
testing of the capital project prior to the time it is accepted
by the Board or its duly authorized representative. The preliminary
capital budget (or eech capital project) may be amended from time
to time as estimates are revised.
A final capital project budget on each capital project shall
be L' ited by the Board when the entire capital project is
under contract to be constructed and shall be the amount which
(under the contracts) is to be e~.pended for the construction and
testing of the capital project 1-ior to the time it is accepted
b;+ i Poard or its duly authorized representative. Change
or•. to such contracts (or additional contracts thereafter
r e) ed with respect to such project) shall be considered as
1 are cents to the final project budget.
Section 7: Compensation. Directors shall not receive any
compensa- GIon For their serv3`ces, but a Director -nay be reimbursed
for expenses actually incurred in connection with the business
affairs of the Agency.
Draft No. 3
10-3-75
A RESOLUTION by the Board of Directors of the
Texas Municipal Power Agency, relating to the
authorization and issuance of $10,625,00 "TEXAS
MUNICIPAL POWER AGENCY REVENUE BONDS, SERIES
1975," dated September 15, 1975, for the purpose
of providing funds with which to discharge certain
costs and expenses of the Agency in connection
with the acquisition or construction of certain
jointly owned electric facilities, and to provide
engineering, planning and financing expenses;
providing the terms and conditions and specifications
for such bonds; pleigin" certain revenues of the
Agency in payment of such obligations and interest
thereon; providing further recitals and covenants
incident and relevant to said bonds and the purposes
of this resolution.
WHEREAS, the Texas Municipal Power Agency has heretofore
been created as a municipal power agency, a municipal cor-
poration, a political subdivision of the State and a body
politic and corporate, pursuant to the pprovisions of Chapter
166, Acts of the 63rd Legislature, Reggular Session, 1973, as
amended by Chapter 143, Acts of the 64Ch Legislature, Regular
Session, 1975, (codified as Article 1435a, V,A.T.C,S.); and
WHEREAS, it has been determined that this Agency should.
proceed with the authorization and issuance and delivery of
an initial series of bonds in order that apppropriate planning
may be provided and certain facilities may be acquired by
the Agency as a joint project by and between the Agency and
its constituent members (the cities of Bryan, Denton, Garland
and Greenville) and the Brazos Electric Power Cooperative,
Inc., and this Board has determined that the Agency is fully
empowered to issue its revenue bonds for the purposes and
under the provisions, conditions and in the manner hereinafter
set forth; therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TEXAS
MUNICIPAL POWER AGENCY:
ARTICLE I
Definition of Terms
SECTION 1,01: Definitions. Unless the context shall
indicate a contrary mean- nag or intent, the terms blow
eefined, for all purposes of this resolution or any resolution
amendatory or supplemental thereto shall be conettued, are
used and are intended to have meanings as follows:
(a) "accountant" or "certified public accountant" -A
certified public accountant or firm or corporation of certified
public accountants, selected by the Board, which individual
or firm or corporation has no substantial interest, direct
or indirect, in the Agency, and in the case of an individual
is not a director, officer or employee of the Agency, and in
the case of a firm or corporation does not have a partner,
director, officer or employee who is A director, officer or
employee of the Agency.
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(b) "Act" - Article 1435x, R.C.S., 1925, as amended.
(c) "Agency" - The Texas Municipal Power Agency (the
issuer heretofore created and established pursuant
to
the Act.
(d) - (i) The certain agreement styled
"agreements"
"Contract for Development of Fuel Resources, Planning Electric
Generation Facilities and Performing Certain
Duties" between the Agency and the Cities of Bryan,
Denton, Garland and Greenville, Texas, dated as of the
15th day of September, 1975, as the same may be
ef reaper amended or supplemented, and (ii) the agreement
styled "Preliminary Participation Agreement" by and
between the Agency, the Texas Power Pool, Inc. and the
Brazos Electric Power Cooperative, Inc., dated as of
the 15th day of September, 1975, as the same may be
hereafter amended or supplemented.
(e) "Board of Directors" or "Loard" - The Board of
Directors of the Agency.
(f) "Bond Fund" - The Fund created under the provisions
of Section 5.03 of this resolution.
(g) "Bond Reserve Fund" or "Reserve Fund" - The Fund
created under Section 5.04 of this resolution.
(h) "Bonds" - The bonds which are authorized to be
issued by this resolution.
(i) "Construction Fund" - the Fund created under Section
5.07 of this resolution.
(j) "depository" - Such bank or banks at any time selected
by the Board of Directors to serve as depository of the Agency.
(k) "eligible securities" - Those securities which
under Section 5.08 hereof are declared eligible for investment
of funds herein established.
(1) "groan revenues" - The entire income and revenue
of the Agency, including all tolls, interest on inNestments,
rents, fees, charges and rates derived from the operation of
the system or ownership of its properties. The term does
not include payments (i) for an ownership interest in a
Joint Pre)ject or (ii) xecaived as a single Is ant from a
member city o the Agenvy upon its withdxe.Aai as contemplated
by Section 4.07(b)(2) of the agreement between the Agency
and the cities of Bryan, Denton Garland and Greenville
described in paragraph (d)(i)) o this Section], but otherwise
includes all money received by the Agency from any source.
(m) "Joint Project" - A pro ect undertaken by the
Agency in cooperation with any other entity (as such term is
defined by the Act) where the Agency and such entity each
have an undivided ownership interest therein,
(n) "Mandatory Redemption Fund" - The s ecial fund
created and established in Section 5.06 of this resolution.
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(o) "net revenues" - Gross revenues less operating and
maintenance expense.
(p) "operating anJ maintenance expense" - All expenses
incurred in the operation and maintenance of the system
including salaries, labor, materials and repairs necessary
to render safe and efficient service. The term shall include
all payments of the Agency for work done and performed for
it under contract, as well as current premiums on insurance
policies of every kind and nature, deposits made into any
sprt~ial fu;Lds for self insi+.rance, administrative, auditing
and other overhead expenses of the Agency.
(q) "paymen - v an ownership interest in a Joint
Project" - The p, . a received by the Agency from an
entity who has joined with the Agency in a Joint Project
whereby such entity acquires a greater ownership interest in
the Joint Project by the purchase from the Agency of a
portion-of the Agency's ownership interest.
(r) "Revenue Fund" - The special fund created and
established under Section 5.02 of this resolution.
(a) "aysten" - All properties owned or operated by or
on behalf of the Agency, and tts interest in property used
or useful in the generation, transmission, distribution,
exchrnge, purchase or sale of electric power and energy, and
in the control, storing, distribution or sale of water,
including, but without limiting the generality of the foregoing,
dams, flood control facilities, reservoirs, canals, power
plants, transmission lines, substations, transformers,
distribution lines, fuel supplies for use in generating
facilities proposed to be acquired or constructed by the
Agency, structures, lands, buildings, appiirIenances and
facilities, and water rights, permits, easements, franchises
and leaseholds, and all improvements, replacements, renewals
and extensions of and additions to any of the foregoing at
any time made, including all transmission ll.nes and distribution
lines and other facilities at any time owned by the Agency
or operated by the Agency if, connection with the foreggoin3.
The ownership interest of the Agency in any Joint Protects
shall be considered a part of the system.
ARTICLE II
Bond Authorization and Specifications
SECTION 2,01: Authorization. In order to borrow the
sum or-$TO;b2°5-, NO for tree purpose of providing funds with
abich to discharge certain costs and expenses of the Agency
in connection with the acquisition or construction of certain
jointly owned electric facilities, and to provide engineering,
planning and financing expenses, and acting pursuant to the
Constitution and laws of the State of Texas particularly
the provisions of Article 1435x, R,C.S., 19115, as amended,
the Board of Directors has determined that there shall be
issued and there is hereby ordered to be issued a series of
negotiable coupon bonds to be designated, "TEMS MUNICIPAL
"COWER AGENCY REVENUg BONDS, SERIES 1975 " dated September
151 1975, in the princippal sum of TEN MILLION SIX RUNDRFD
TWENTY-FIVE THOUSAND DOUARS ($1006250000).
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SECTION 2.02: Date Denomination, Maturities and Interest
Rates. hf 'T~S{AS C AGENCY EVEAUL S0 9,
S=S 1975," shall be dated September 15, 1975, shall be in
denomination of Five Thousand Dollars ($5,000) each; shall
consist of two thousand one hundred twenty-five (2,125)
bonds numbered consecutively from one (1) through two thousand
one hundred twenty-five (2,125); and shall become due and
payable serially on September 15 in each of the years in
accordance with the following schedule:
BOND NUMBERS
(All Inclusive) MATURITY AMOUNT
1 to 170 1977 $ 850,000
171 to 355 1978 925,000
356 to 555 1979 1,000,000
556 to 770 1980 1,075,000
771 to 1000 1981 1,150,000
1001 to 1250 1982 1,250,000
1251 to 1520 1983 1,350,000
1521 to 1810 1984 1,450,000
1811 to 2125 1985 1,575,000
SECTION 2.03: Interest. The bonds shall bear interest
from t e r ate September r5, 1975) to September 15, 1977,
at the rate of SEVEN PER CENTUM ( 7 per
annum; from September 15, , to their respec[rve maturity,
the bonds shall bear interest at the rate of EIGHT
PER CENTUM ( 8 per annum, such interest to be ev ence
by proper coupons attached to each of said bonds and said
interest shall be payable on March 15, 1976, and semiannually
thereafter on September 15 and March 15 in each year.
SECTION 2.04: PPfyirgA,,e_,,, Loth principal of and
interest on tfils -seresi of fonds shall be payable when due,
in lawful money of the United States of America, without
exchange or collection charges to the owner or holder, at
biRRl'AISTTT_R NATIONAL Bb Dallas Texas, (PayirgAgent)
upon presentation and surren er o on s or proper coupons.
SECTION 2.05: Prior Redemption. The Agency reserves
the r g t to rreeem a or any part of the outstanding bonds
at any time after all or any part of this series of bonds
become outstanding; provided, that at least thirty (30) days
prior to the date on which any of such bonds are to be
redeemed, a notice of such redemption, as authorized by the
Board of Directors, specifying the serial numbers and amount
of bonds to be redeemed shall be filed with the paying agent
named in Section 2.04 hereof. If by the date so fixed for
redemption the Agency shall have made available funds in
amounts sufficient to pay the bonds and accrued interest thereon
to the date of redemption pursuant to such notice and the
provisions hereof, the bonds shall cease to bear interest on
and after the date so fixed for redemption and said bonds
shall not bo regarded as being outstanding for any purpose
except for the purpose of receiving the funds so provided
for their payment.
SECTION 2.06: Form. The form of the bonds, includit:g
the form of gistra't'ion certificate of the Comptroller of
Public Accounts of the State of Texas to be printed thereon
and the form of interest coupons to be attached thereto,
shall be respectively substantially as follows, to wit-
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NO, UNITED STATES OF AMERICA $5,000
STATE OF TEXAS
TEXAS MUNICIPAL PO[+ER AGENCY
REVENUE BOND, SERIES 1975
The Texas Municipal Power Agency in the State of Texa[
acknowledges itself indebted to and, FOR VALUE RECEIVED,
hereby promises to pay to the bearer hereof, as hereinafter
stated, on the FIFTEENTH DAY OF SEPTEMBER, the sum of
FIVE THOUSAND DOLLARS
($5,000) in lawful money of the United States of America,
with interest thereon from the date hereof to maturity at
the rate of PER CENTUM (
per annum, pays a on March 76, and semiannually
thereafter on September 15 and March 15 in each yaair, and
interest falling due on or prior to maturity hereof is
payable only upon presentation and surrender of the intere;it
coupons hereto attached as they severally become due.
BOTH PRINCIPAL of and interest on this bond shall be
payable at MERCANTILE NATIONAL BANK AT DALLAS, Dallas,
Texas , without exchange or
collection charges to t e owner or older, and the said
Texas Municipal Power Agency is hereby held and firmly bouid
to apply the pledged appropriated revenues to the prompt
payment of principal of and interest on this bond at maturity
and to pay said principal and interest as they mature.
THIS BOND is one of a series of two thousand one hundred
twenty-five (2,125) serial bonds, numbered consecutively
from one (1) through two thousand one hundred twenty-five
(2,125), in denomination of five thousand dollars ($5,000)
each, aggregating TEN MILLION SIX HUNDRED TWENTY-FIVE
THOUSAND DOLLARS ($10,625,000) for the purpuse of providingg
funds with which to discharge certain costs and expenses of
the Agency in connection with the acquisition or construction
of certain jointly owned electric facilities, and to provide
engineering, planning and financing expenses, all pursuant
to and consistent with the Constitution and laws of the
State of Texas relative thereto, including particularly the
provisions of Article 1435a, R.C.S., 1925, as amended, and a
resolution duly passed by the Board of Directors of said
Agency and duly recorded in the Minutes of said Board.
AS SPECIFIED in the resolution hereinabove mentioned,
the Agency reserves the right to redeem all or any part of
the outstanding bonds of this series at any time all or any
part of such bonds become outstanding at the price of par
and accrued interest; PROVIDED, HOWEVER, that at least
thirty (30) days prior to any interest payment date on which
any of such bonds are to be redeemed, a notice of such
redemption, as authorized by the Board of Directors, specifying
the serial numbers and amount of bonds to be redeemed, shall
ww~~r
be filed with the paying agent herein named. If by the date
so fixed for redemption the Agency shall have made available
funds in amount sufficient to pay the bonds and accrued
interest thereon to the date of redemption pursuant to such
notice and the provisions hereof, the bonds shall cease to
bear interest on and after the date so fixed for redemption
and said bonds shall not be regarded as being outstanding
for any purpose except for the purpose of receiving the
funds so provided for their payment.
THE DATE of this bond in conformity with the resolution
above mentioned is September 15, 1975,
THE HOLDER hererof shall never have the right to demand
payment of this obligation out of any funds raised or to be
raised by taxation.
THIS BOND and all bonds of its series constitute special
revenue obligations of the Agency, each being payable as to
principal and interest solely from and equally secured by a
lien on and pledge of the Agency's system net revenues. As
provided in said resolution, no further bonds will be authorized
or issued under terms of the resolution or otherwise except
the Agency may issue refunding bonds equally secured by a
lien on and pledge of system net revenues on a parity with
the bonds of this series under the terms and conditions
provided in the aforementioned resolution to which refer.,nce
is made for more complete details.
AND IT IS HEREBY CERTIFIED, RECITED, REPRESENTED AND
DECLARED that said Agency is a duly organized and legally
existing governmental agency and body politic and corporate,
organized under and by virtue of the Constituion and laws of
the State of Texas, to carry out the purposes of its creation;
that the issuance of this bond and the series of which it is
a part is duly authorized by law; that all acts, conditions
and things required to exist and be done precedent to and in
the issuance of this bond to render the same lawful and
valid have been properly done, have happened and have been
performed in reguler and due time, form and manner as required
y the Constitution and laws of the State of Texas, and the
resolution hereinabove mentioned; that this series of revenue
bonds does not exceed any Constitutional or statutory limita-
tions; and that provision has been made for the payment of
the principal of ardinterest on this bond and the series of
which it is a part by an irrevocable pledge of the Agency's
system net revenues as aforestated.
IN TESTIMONY WhEREOF, the Board of Directors of the
Texas Municipal Power Agency, in accordance with the provisions
of Article 717j-1 R.C.S. of Texas, as amended, has caused
the seal of said Agency to be impressed or a facsimile
thereof to b., printed hereon and this bond and its appurtenant
coupons to ee executed in the name of and on behalf of the
Agency with the imprinted facsimile signatures of its
President and Secretary, as of the 15th day of September,
1975.
TEXAS MUNICIPAL POWER AGENCY
By
President
Board of Directors
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ATTEST:
Secretary
Board of Directors
(Form of Interest Coupon)
No.
On the fifteenth day of 19 unless
the bond hereinafter mentioned shall have een duly called
for prior redemption and payment of the redemption price
duly made or provided for, the Texas Municipal Power Agency,
a governmental agency and body politic and corporate organized
and existing under the Constituion and laws of the State of
Texas, hereby promises to pay to the bearer hereof the
amount shown hereon out of funds specified in the bond to
which this coupon is attached (without right to demand
payment of this obligation out of funds raised or to be
raised by taxation), and in lawful money of the United
States of America, without exchange or collection charges to
the owner or holder, at MERCANTILE NATIONAL BANK AT DALLAS,
Dallas, Texas , said sum
being months' interest due that ate on "TEXAS
MUNICIPAL POWER GENCY REVENUE BOND, SERIES 1975," dated
September 15, 1975, Bond No.
Secretary President
(Form of Comptroller's Certificate)
CERTIFICATE OF COMPTROLLER
OFFICE OF COMPTROLLER S
REGISTER NO.
STATE OF TEXAS S
I HEREBY CERTIFY that there is on file and of record in
my office a certificate of the Attorney General of the State
of Texas approving this bond and the proceedings for the
issuance thereof and ceit * ifging that this bond end the pro-
ceedings for the issuance thereof have been examined by him
as required by law, and t:tat he finds that this bond has
been issued in accordance with law and that it is a valid
and binding special obligation of Texas Municipal Power
Agency, payable from the revenues pledged to its payment by
and in the proceedings authorizing the same, and I ei further
certify that this bond has this day been registered by me as
Comptroller.
WITNESS MY HAND AND SEAL OF OFFICE at Austin, Texas,
Comptroller o Public ccounts of
the State of Texas
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ARTICLE IIL
Execution, Approval, Registration - Bonds Negotiable -
Replacement of Bonds
SECTION 3.01: Method of Execution. The corporate seal
of the-?Fgency may be=mpresse on eac of the bonds or, in
the alternative, a facsimile of such seal may be printed on
each of said bonds. In accordance with the provisions of
Article 717j-1, R.C.S., 1925, as amended, the bonds and
interest coupons appurtenant thereto may be executed by the
imprinted facsimile signatures of the President of the Board
of Directors of the Agency and its Secretary and execution
in such manner shall have the same effect as if such bonds
and coupons had been signed by the President and Secretary
in person by their manual signatures.
SECTION 3.02: A royal b Attorne General and Re istration
b theem roller o u c ccounts. a res ent o t e
oar is hereby aut or ze to have control and custody of
the bonds and all necessary records and proceedings pertaining
thereto pending their delivery to the purchasers thereof,
and the President, Vice President and other officers and
employees of the Agency are hereby authorized and instructed
to make such certifications, execute such instruments and
perform such acts as may be necessary to assure the proper
investigation, examination and approval thereof by the
Attorney General of the State of Texas, and them registration
by the State Comptroller of Public Accounts.
SECTION 3.03: Bonds Ne otiable. The bonds constitute
negotl-Me 'instruments w t m e meaning of the Uniform
Commercial Code of the State of Texas. Each and every
successive holder of any such bonds, or of interest coupons
appertaining thereto, is conclusively presumed to forego and
renounce his equities in favor of subsequent holders for
value without notice and agree that such bond and said
interest coupons may be negotiated by delivery by any person
having possession however acquired.
SECTION 3.04: Replacement of Dame ed Dest~ro±ed. Lost
or Sto eI-n ~on~- The gency may asue on a to--be exchanged
or any theretofore lawfully issued and outstanding damaged
or mutilated bonds and as replacements for any theretofore
lawfully issued and outstanding destroyed, lost or stolen
bonds, all in accordance with and under conditions specified
or permitted by Article 715x, R.C.S. of Texas, relating to
the subject.
ARTICLE IV
Disposition of Bond Proceeds
The bonds shall be sold for cash and the proceeds
thereof deposited with the Agency depository. Transfers and
disbursements shall be made therefrom in the following
order:
(a) To the Bond Fund: the accrued interest received
upon the delivery of the bonds.
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(b) To the Bond Fund: such sum as when added to the
aforementioned accrued interest shall be sufficient to pay
interest which will become due on or before September 15,
1976.
(c) To the Bond Reserve Fund: the Sum of $850,000.
(d) To the Constructioa Fund: the balance of such
proceeds.
ARTICLE V
Pledge - Creation and Administration of Funds
SECTION 5.01: P~~__l~~~e__d_~ge~e. The bonds shall be and are
hereby~eclar~to be payable solely from and equally secured
by an irrevocable Lien on and pledge of the net revenues of
the Agency.
SECTION 5.02: The Revenue Fund is hereby created and
estab1Ts_Red-w1[FFthe depository. The gross income of the
Agency shall be deposited as received into the Revenue Fund.
Money on deposit in the Revenue Fund shall be used in the
following order of priority:
(1) For the payment of the operating and maintenance
expenses (as such term is herein defined) as the same shall
become due, and then
(2) For deposits into the BDnd Fund (for the payme:,t
of the principal of and interest on the bonds as the same
become due), as required by Section 5.03, and then
(3) For deposits into the Reserve Fund (for the security
and payment of the bonds when there is a deficiency of money
available for such purpose in the Bond Fund), as required by
Section 5.04, and then
(4) For any lawful purpose of the Agency.
Payments for an ownership interest in a Joint Pro,iect (which
are excluded from the definition of the term gross revenues)
shall be deposited as received in the Mandatory Redemption
Fund established by Section 5.06 hereof.
SECTION 5.03: Bond Fund. The Bond Fund is hereby
created and~es`taTlisfied w,*tti r(ERC~f1 NATIONAL B~ M UT
DALLAS,_Dallas, Texae_, providecTt~iat if sumac i~~a l
or
refuses to make investments in accordance with the provisions
of this resolution, the Board may designate another bank
(within the State of Texas) as custodian of said Fund.
From the moneys on hand in the Revenue Fund, the Agency
shall cause to be transferred to the Bond Fund an amount
sufficient to pay the principal of and interest on bonds as
the same become due, and such funds shall be used for no
other purpose. All accrued interest received from the purchaser
of the bonds, together with an amount (out of bond proceeds)
sufficient to pay the interest on the bonds (as the same
becomes Out on March 15, 1976, and September 15, 1976),
shall be deposited in the Bond Fund. Beginning on or before
October 10, 1976, and on or before the 10th day of each
month thereafter, there shall be deposited in said Fund a
sum of money equal to not less than (i) one-twelfth (1/12)
of the principal amount of the bonds maturing on the next
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succeeding principal date, and (ii) one-sixth of the amount
of interest to become due on the next succeeding interest
payment date, and such monthly deposits shall continue to be
made until such time as the Bond Fund and the Reserve Fund
contain a sum sufficient to pay the principal of and interest
on all bonds then outstanding to their final maturity. In
the event the amount on hand and available in the Revenue
Find for transfer to the Bond Fund is insufficient to permit
the required deposit in full in accordance with the provisions
of this Section, then the amount of any deficiency shall be
transferred by the Agency to the Bond Fund from the Reserve
Fund.
SECTION 5.04: Reserve Fund. The Reserve Fund is
hereby create3 and rata .s..c with the MERC NTILE NMONAL BANK
f T DAT- alias . Tey•as provided t at sue iRl
ii s or re uses to make Nnvestments in accordance with the
provisions of this resolution, the Board may designate
anothar bank (within the State of Texas) as custodian of
said Fund.
Upon the delivery of the bonds, the sum of $850,000 shall be
deposited in the Reserve Fund out of bond proceeds. On or
before the 10th day of October, 1976, and on or before the
10th day of each mcnth thereafter, there shall be deposited
in the Reserve Fund, from money on hand in the Revenue Fund,
the sum of $23,585.00 and such monthly deposits shall continue
to be guide until there is on hand in the Reserve Fund the
sLim of $1,699,060. In the event money in the Reserve Fund
is utilized for the purpose for which the said Fund is
created and established (the payment of principal of and
interest on bonds when there is a deficiency in the Bond
Fund) the monthly deposits shall be resumed and continued
until the said sum of $1,699,060 has been accumulated therein.
In the event the money in the Reserve Fund is utilized for
the aforesaid purpose prior to the time the full amount of
the Reserve Fund is deposited therein, then the monthly
payments of $23,585 to repplenish the Fund (as required by
the preceding sentence) ahall be made in addition to the
monthly deposits required by the firet sentence of this
paragraph.
SECTION 5.05: Limitations u on De oaits to the Bond
Fund an~tt"ie ~rve un en t e amount o moneys in
Me on Fund, together-with the amount of moneys in the
Reserve Fund, shall be sufficient to pay the principal of
all bonds then outstanding upon their maturity dates and to
pay interest accrued and to accrue on such bonds to such
` maturity dates, and shall be available for such purposes,
then and so long as such moneys shall continue to be available
and fully sufficient for such purposes, further transfer of
moneys from the Revenue Fund to the Bond Fund or Bond Reserve
Fund shall not be required. Whenever all bonds at the time
outstanding shall have been called for redemption and the
moneys then in the Bond Fund, together with the moneys then
in the Reserve Fund, shall be sufficient to pay the redemption
price of all such bonds (principal and accrued interest to
the date or dates specified for such redemption) and shall
be available for such purpose, then and ao long as such
moneyo eball continue to be available and fully sufficient
for such purpose, further transfers of monoyya to the Bond
Fund or to the Bond Reserve Fund shall not be required.
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If at any time the amount of cash and investment securities
in the Reserve Fund, valued at their purchase p•:ice, exceed
the amount then required to be accumulated therein ($1,699,060),
such excess may, in the Board's discretion, be transferred
either to the Revenue Fund or the Bond Fund, or used in the
purchase of the Agency's bonds on the open market at not to
exceed the par value therof, plus interest. Any bonds so
purchased shall be cancelled and retired.
Any amounts received as investment income of the Bond
Fund shall remain a part of such Fund and may be used to
reduce the next monthly deposit or deposits required to be
made to said Fund.
SECTION 5.06: Mandatory _Redemption Fund. As provided
by Section .07'Zpaymnts or an owners p interest in a
Joint Project), and as provided in Section 5.07 (bond proceeds
in exceas of 5% of the principal amount of the issue remaining
after the Joint Project is complete) moneys shall be deposited
in the Mandatory Redemption Fund. Additionally, money received
(U any) from a member city as a single payment upon the
withdrawal of such city [as contemplated by Section 4.07(b)(2)
of the agreemenl• specified in Section 1.01(d)(i) hereof)
shall be deposited as received in the Mandatory Redemption
Fund.
Money in the Mandatory Redemption Fund shall be used
for the purpose of calling bonds for redemption on the first
interest payment date which occurs more than 45 days after
such funds are deposited in said fund, provided that nothing
herein shall be construed as prohibiting (i) the purchase of
bonds on the open market at a price of not to exceed par and
accrued interest or (ii) the redemption of bonds upon 30
days' notice (as provided in Section 2.05).
It shall be the duty of the Board to provide for the appli-
cation of money in the Mandatory Redemption Fund in accordance
with the provisions of this Section.
The paying agent shall be custodian of the Mandatory Re-
demption Fund.
SECTION 5.01% The ConstructiOft Fund. The Construction
Fund Is hereby create an esta 7if-6d-w"th the
depository bank provide-dFEat-T sf ucW-
onk falls or refuses to make tweet-iucilts in accordance with
the provisions of this resolution, the Board may designate
another bank (within the State of Texae) as oust dian of
said Fund.
As provided in Section 4.01 above, all proceeds from
the sale of the Bonds not appropriated for pur ores specified
in subparagraphs (a), (b) and (c) thereof shall be deposited
in said Construction Fund for use in paying Agency's cos':s
incident to the purpose of the financing. These funds may
be invested in eligible securities as directed by the Board
provided such investments shall mature on dates coinciding
as closely as practicable with dates when money may be
needed to pay acquisition anA construction costs as estimated
I
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in schedules prepared by the Agency's Executive Director.
Earnings from such investments shall be retained in the
Construction Fund. When the Joint Project for which the
bonds are issued has been completed in accordance with
approved plans and when all amounts, including all proper
incidental expenses, shall have been paid, then any earnings
from such investments nct expended in aid of construction
shall be deposited in the Bond Fund, provided that any
amount in excess of 5% of the principal amount of the issue
shall be deposited in the Mandatory Redemption Fund.
The Agency's 3xecutive Director or its Treasurer shall,
from the Construction Fund, advance amounts needed to cover
coats of acquisition and construction of the Joint Project
in compliance and consistent with the provisions of the
agreements.
SECTION. 5.08: Eligible Securities. When used with
reference o amountsTea Funds below identified,
those banking institutions designated as custodians of such
Funds shall, as directed by the Agency's Executive Director,
invest and reinvest such funds in securities hereby declared
eligible as follows:
+ (a) Bond Fund and Bond Reserve Fund provided for under
Section 5.03 and 5.04 hereof respectively - direct
obligations of the United States of America; obligations
which in the opinion of the Attorney General of the
United States are generel obligations of the United
States and backed by its full faith and credit; obligations
guaranteed by the United States of America; evidences
of indebtedness of the Federal Land Banks, Federal
Intermediate Credit Banks, Banks for Cooperatives,
Federal Home Loan Banks, Federal National Mortgage
Association; Participation Certificates in the Federal
Assets Financing Trust; bonds secured by the general
credit of the State of Texas; and Certificates of
Deposit of any bank or trust company which are fully
secured by obligations in which the Agency may invest
(under the provisions of this paragraph) to the extent
the Certificates of Deposit are not guaranteed by the
Federal Deposit Insurance Corporation.
(b) The Construction Fund provided for under Section
5.07 hereof - those securities listed in subparagraph
(a) above and in addition obligations issued or guaranteed
by any State of the United States or District of Columbia,
or any political subdivision of any such State or
District, provided such obligations are rated for
investment purposes at not less than A by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation;
and repurchase agreements with solvent banking or other
financial institutions with respect to any of thr. obli-
gations or securities reierreO. to in subparagrapi. (a)
above.
ARTICLE VI
No Additional Bonds
The Board covenants that no additional obligations
I shall be issued by the Agency which pledge the net revenues,
I
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I
a
or any part thereof, during the time the bonds are outstanding,
provided the Agency shall retain the right to issue refunding
bonds to refund all or any part of its outstanding revenue
bonds as permitted by and in accordance with any lawful
method thereunto appertaining, it being provided, however,
that no refunding bonds shall be issued which (i) shall
enjoy a lien on system revenues superior to that possessed
by the Bonds or (ii) shall be made to mature or bear interest
in such manner or at such rates as will impair the security
or interfere with the timely payment of principal or interest
on bonds not refunded.
ARTICLE VII
Special Covenants
SECTION 7.01: Coital Additions - To Be Made Commercially
Opera tiv-' e TH-e-Xgency covenants that it will fa FituTly -
carry out and perform all duties and responsibilities imposed
upon it under the terms of this resolution, and will otherwise
to the full extent of its lawful powers conduct its affairs
in a manner best calculated to advance the commencement and
completion of the Joint Project and all functionally related
parts once undertaken.
SECTION 7.02: A enoy~To~Punctually Discharge Obligations
of Series 197=ondsE~gency covenants and agrees t
will duly and punctually pay or cause to be paid out of
funds derived or to be derived from system revenues the
principal of the bond issue hereunder, and the interest
thereon, at the dates and places and in the manner mentioned
in such bonds and in the interest. coupons thereto appertaining,
according to the true intent and meaning thereof, and that
it will faithfully do and perform and at all times fully
observe any and all covenants, undertakings, stipulations
and provisions contained herein and in any bond executed and
delivered hereunder.
SECTION 7.03: No Other Encumbrances On System Revenues.
Other than f to payment of the Bonds, the net revenues of
the system have not been pledged in any manner to the payment
of any debt or obligation of the Agency and otherwise the
system and its net revenues are free and clear of all encumbrances
whatsoever.
SECTION 7.04: Agenng - A Governmental Agency. The
Agency represents that It ~s a governments agency and body
politic ana corporate, duly organized and existing under the
Conet:itution and laws of the State of Texas and that it is
duly authorized under the laws of the State of Texas to
construct, acquire, operate, maintain, repair, renew and
replace the system as herein mentioned and described and to
levy and collect rates, tolls, rents, fees and other charges,
and to pledge its revenues and that all corporate action on
its part to that end has been duly and validly taken.
SECTION 7.05: Maintenance Of System - Engineer Ins ection
And Report, The Agency covenants that the system an eac
an every part thereof will be continuously operrted by the
Agency (or on its behalf) in an efficient and economical
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manner and will be kept in thorough repair and maintained in
a high state of operating efficiency and in such manner that
the interests of the people of the State of Texas and of the
bondholders and of the Agency will be promoted; and the
Agency further covenants and agrees that it is duly authorized,
through its Board of Directors, to appoint such officers,
agents and employees, and to prescribe their duties and
terms of office, as may be proper and necessary to the
operation and maintenance of the system, in accordance with
its covenants hereunder, and to fix their compensation in an
amount sufficient to obtain the services of competent and
efficient persons in such positions; and that it will,
during the time any bonds are outstanding hereunder, aalect
and appoint and define the duties and fix the compensation
of all such officers, agents, and employees, particularly
such officers, agents and employees as are specifically
required to perform duties under this resolution. the
Agency agrees that it will cause its system and properties
to be inspected and its records relative to the operation
and maintenance thereof to be reviewed by an independent
engineer in each three- ear period and to receive and consider
the report which shall be furnished by sick engineer and to
act upon his recommendations, including those relating to
the amounts to be expended annually during the next ensuing
three (3) years for administration, operations and ordinary
maintenance.
SECTION 7.06: Maintenance of Rates and Char es. The
Agency expressly covenants to esta s an co ect rates
and other charges sufficient to produce revenues adequate
(a) to pay the operating and maintenance expenses of the
Agency, and (b) to pay the interest on and principal of all
bonds issued under the Act when and as the same shall become
due and payable and (c) to pay the principal and interest on
any legal debt created by the Agency, and (d) to -)ay all
Bond Fund and Reserve Fund (either or both) payments
agreed to be made in respect of any such bonds, and payable
out of such revenues, when and as the same shall become due
and payable, and (e) to fulfill the terms of any a3reements
made with the holders of such bonds or with any person in
their behalf. Accordingly the Agency covenants that prior
to the adoption of its annual budget in each fiscal year it
will establish or maintain such sclv.dules of rents, tolls,
rates and other charges for electric power and energy and
for any and all other commodities, services and facilities
to be furnished or supplied by it, on the basis of all
available information and experience and with due allowance
for contingencies, to produce in such succeeding fiscal year
revenues not only sufficient to pay all system operating and
maintenance expenses for that year but also sufficient to
provide all debt service requirements due in that year
taking into consideration at that time, funds on hand In the
Revenue Fund available for and budgeted for the purpose of
sc~vicing revenue bond debt requirements in the succeeding
fiscal year.
SECTION 7.071 System Insurance. The Agency covenants
that so =ong as any o T -Fe bonds authorized herein shall
remain outstanding or be unpnid, it will At All times insure
with responsible insurers such of its plants, structures,
buildings, stations, substations, machinery, equipment,
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apparatus, dams and canals (it may hereafter acquire) as are
usually insured by corporations operating like properties,
or will crease and maintain special funds for self-insurance
in such amounts and against such risks, or both, as may be
necessary to protect the interest of the bondholders. The
Agency further covenants and agrees that in the event of any
loss or damage it will repair or reconstruct the damaged
portion of the property and will apply the proceeds of the
insurance policies covering such less solely for that purpose,
and that it will also apply moneys held in any such special
self-insurance fund for that purpose, including the payment
of all costs and expenses in connection therewith. Such work
of repair and reconstruction shall be done promptly after
such loss or damage shall occur, and shall continue until
such repair or reconstruction is completed. Any balance
remaining from the proceeds of insurance policies after all
such repairs and reconstruction have been completed and paid for,
shall be deposited in the Revenue Fund. In the event an
independent engineer shall file with the general manager his
certificate certifying that the damaged or destroyed property
is not needed for operations in connection with the system
and therefore should not be repaired or reconstructed, the
proceeds of any insurance policies covering such loss or
damage shall be paid to the Agency for deposit in the Revenue
Fund.
The project manager shall make arrangements for insurance
coverage during the periods during which any construction
work and station work or any phe-e thereof shall be in
progress in accordance with the procedures for the procurement
of such insurance specified in the agreements.
SECTION 7.08: Books and Records. The Agency covenants
that proper boos of record an account will be kept in
which full, true and correct entries will be made of all
income, expenses and transactions of and in relation to the
;system, and each and every part thereof, in accordance with
the agreements. On or before ninety (90) days after the
close of each fiscal year of the Agency, beginning with the
fiscal year ending in 1976, a statement showing the gross
income, the operating and maintenance expenses and the net
income of the Agency for the fiscal year then last expired,
and a balance sheet of the Agency as of the end of such last
fiscal year, all certified by an independent accountant,
will be supplied the underwri:ers of the Bonds. The Agency
further covenants and agrees tha~ the syst.-,i, and each and
every part thereof, and all books, records, accounts, documents
and vouchers relating to the construction, operation maintenance,
repair, improvement and extension thereof, will at all times
be open to inspection of the bondholders and their representatives.
SECTION 7.09: Resolution not Subject to Substantive Changes.
No changes or amendments s a a ter the provision 9 ereo
or the provisions of the agreements relating to the position
the Bonds are to enjo in the Agency's debt structure or the
amounts to be paid, tKq times of payment or sources of
payment. The bondholders shall be entitled to rely upon such
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E
provisions as protection of their rights and as assurances
of full payment and discharge of all obligations assumed by
the Agency under the terms of this resolution.
Nothing herein shall prohibit the amendment or modifi-
cation of
(i) this resolution, or
(ii) the agreements
if the effect of such amendment or modification relates to
the administration of the affairs of the Agcncy (other than
those enumerated) or if the same modifies or deletes the
negative covenants as contained in Sections 8.8, 8.9 or 8.10
of the agreement by and between the Agency, Brazos Electric
Cooperative, Inc. and the Texas Power Pool, Inc., and in
Section 1.03 of the agreement by and between the Agency and
its member cities.
SECTION 7.10: Ex en__p sea Budgeted. The Agency shall not
incur operating and ma ntenancec expenst in any fiscal year
in excess of the amount provided therefor in the Agency's
budget for that fiscal year, as finally adopted.
SECTION 7.11: No Ar~bitrage~. The Agency certifies that
based on a ts, estimates and circumstances expected «o
exist on the date of the issue of the Bonds it is not reasonable
to anticipate that the proceeds thereof will be used in a
manner which would cause them to be "arbitrage bonds" within
the meaning of Section 103(d) of the Internal Revenue Code
of 1954, as amended, or regulations thereunder applicable
thereto, and the officers of the Agency charged with responsibilities
in the issuance of bonds are authorized and directed to
make, execute and deliver certifications as to facts, estimates
and circumstances in exisvence as of the date of the issue
of said Bonds and stating whether there are any facts,
estimates or circumstances which would materially change the
Agency 'a present expectations. The covenants herein made
and the certifications herein authorized are for the benefit
of the holders from time to time of said Bonds and the
coupons appertaining thereto and may be relied upon by said
holders and by bond counsel for the Agency.
ARTICLE VIII
Ancillary Provisions
SECTION 8.01: Resolution Constitutes Contract. The
provision`s of tFifs resolution s a constitute a contract as
between the Agency and the owners and holders from time to
time of the Bonds and shall remain irreppealable until all of
said bonds have been paid as to both principal and interest,
or shall have been refunded or until provision for payment
shall be made by depositing in trust with the payinG agent
all money required to pay all outstanding principal plus
interest to maturity or to the call date in the event all
such bonds have been called for redemption prior to maturity.
asps
SECTION 8.02; Default. In the event of default in the
payment oTprincippal of or interest on the debt of the
Agency, any court of competent jurisdiction upon petition of
the holders of 25% of the principal amount of the then
outstanding bonds of the Agency shall appoint a receiver
with authority to collect and receive all resources pledged
to the debt of the Agency, enforce all rights arising from
default (if any) by any party contracting with the Agency,
including the failure to mako payment udder the agreements.
Such receiver may employ and discharge agents and employees
of the Agency, take charge of the pledged funds on hand and
manage the proprietary affairs of the Agency without consent
or hindrance by the Agency. The court nay further vest the
receiver with such powers and duties as the court may find
necessary for the protection of the holi!ers of the bonds.
SECTION 8.03: CUSIP Numbers. CUSP numbers are to be
printe-U--cn-the Winds-mein authorized. 'It is expressly
provided, however, that the presence or absence of CUSIP
numbers on the bonds shall be of no sigiificance or effect
as regards the legality thereof, and neither the Agency nor
attorneys approving said bonds as to le ality are to be held
responsible for CUSIP numbers incorrectly printed on the
bonds.
SECTION 8.04: Printed Legal 0 inion on Bonds. The
urcha-sers -f gation-to accept a very of the bonds
herein authorized is subject to their being furnished a
final opinion of Messrs. Dumas, Huguenin, Boothman and
Morrow, Attorneys, Dallas, Texas, approving such bonds as to
their validity, said opinion to be dated and delivered as of
the date of delivery and payment for such bonds. Printing
of a true and correct copy of aaid opinion on the reverese
side of each of said bonds with appropriate certificate
pertaining thereto executed by facsimile signature of the
Secretary of the Agency is hereby approved and authorized.
SECTION 8.05: Confirmation of Salo. The sale of the
bonds u Yew auttFior ze to RERCANTILE [ATIONAL BANK AT
DALLAS, Dallas, Texas, at the price of 99.25% of par value
plus accrued interest is hereby confirtted. Delivery of said
bonds shall be made to said purchaser as soon as may be
after the adoption of this resolution upon payment therefor
in accordance with the terms of sale.
PASSED AND ADOPTED, this une day of ,
1975.
reF sid2nc, oar o rectors
Texas Municipal Power Agency
ATTEST:
Secretary, Board of Directors
Texas Municipal Powet Agency
(Agency Seal)
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