1990-189ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN
THE CITY OF DENTON AND THE CITY OF BOWIE FOR THE PURCHASE OF FIRM
POWER AND ENERGY; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the Mayor is hereby authorized to execute an
agreement between the City of Denton and the City of Bowie for the
purchase of firm power and energy, under the terms and conditions
contained in the agreement, a copy of which is attached hereto and
made a part hereof.
SECTION II. That this ordinance shall become effective
immediately upon its passage and appal.
PASSED AND APPROVED this the day of A-~, 1990.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
VlJ W
BY:
APPROVED AS T LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY: Ytl~~ /z
CASTLEBERRY,
bouieord
CONTRACT FOR SALE
AND PURCHASE OF FIRM
POWER AND ENERGY
between
CITY OF BOWIE, TEXAS
as Purchaser
and each of
CITY OF BRYAN, TEXAS,
CITY OF DENTON, TEXAS,
CITY OF GARLAND, TEXAS,
CITY OF GREENVILLE, TEXAS,
each acting on its own
behalf severally and not
jointly, as Seller
Dated as of
TABLE OF CONTENTS
Page
SECTION
1:
Capacity of Parties: Nature and Number of
SECTION
SECTION
2:
3:
Contracts
Definitions
Sale and Purchase of Firm Power and Energy
2
3
4
SECTION
4:
Delivery of Firm Power and Energy
6
SECTION
SECTION
5:
6:
Rates and Charges
Meter Readings and Seller's Billing
8
10
SECTION
7:
Meter Testing and Billing Adjustment
10
SECTION
8:
Payments to Constitute Operating Expenses of
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
9:
10:
11:
12:
13:
14:
15:
16:
17:
18:
Purchaser's System
Covenants of the Purchaser
Covenants of the Seller
Remedies in Event of Default
Payment Due Dates and Delinquency
Term of Contract
Force Majeure
Records and Accounts
Access
Assignment
Successors and Assigns
11
11
12
13
14
15
17 _
18
18
19
19
SECTION
19:
Governmental Rates, Regulations and Laws
19
SECTION
SECTION
SECTION
SECTION
SECTION
20:
21:
22:
23:
24:
Notices
Severability
Entire Contract
No Waiver
Venue
20
20
20
20
21
EXHIBITS
Exhibit A ...............................................................23
Exhibit B ...............................................................24
Exhibit C ...............................................................25
Exhibit D ...............................................................26
Exhibit E ...............................................................27
Exhibit F ...............................................................28
CONTRACT FOR SALE
AND PURCHASE OF FIRM
POWER AND ENERGY
between
City of Bowie, Texas,
as Purchaser
and each of
City of Bryan, Texas,
City of Denton, Texas,
City of Garland, Texas,
City of Greenville, Texas
each acting on its own
behalf severally and not
jointly, as Seller
This Contract, made and entered into as of the day of ,
1990 (but effective on the date provided in Section 13 hereof), by and between
the City of Bowie, Texas (the "Purchaser"), a municipal corporation and political
subdivision of the State of Texas, and the City of Bryan, Texas, the City of
Denton, Texas, the City of Garland, Texas, and the City of Greenville, Texas,
each of which cities is a municipal corporation and a political subdivision of
the State of Texas (herein called "Seller" with respect to provisions applicable
to each of them and called "Bryan," "Denton," "Garland," or "Greenville," as the
case may be, with respect to provisions applicable to them severally).
WITNESSETH:
WHEREAS, the Purchaser has need of an economical, reliable source of Firm
Power and Energy to meet the demands of its customers and has determined to
purchase such Firm Power and Energy from the Seller; and
WHEREAS, the Seller owns electric generating facilities and transmission
lines and purchases Power and Energy from TMPA for the purpose of supplying Firm
Power and Energy to its customers;
1
WHEREAS, the Seller is authorized by Section 402.001 of the Local
Government Code to sell electric service to any person outside its boundaries
and to contract with persons outside its boundaries to permit them to connect
with its System on terms Seller considers in its best interest; and
WHEREAS, the Purchaser is a person, within the meaning of that term as
defined in Section 311.005 of the Government Code, located outside the boundaries
of Seller and desires to purchase, and the Seller, having found that the terms
herein set forth are in the best interest of the Seller desires to sell, Firm
Power and Energy on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the mutual undertakings herein contained
between the Purchaser and each of Bryan, Denton, Garland, and Greenville acting
on its own behalf severally and not jointly, the Seller and the Purchaser agree
as follows:
SECTION 1: Capacity of Parties: Nature and Number of Contracts.
This instrument is four separate contracts between the Purchaser and each
of Bryan, Denton, Garland, and Greenville, respectively. Each of the four
separate contracts contain substantially identical terms except insofar as a
particular provision is clearly applicable only to one or more of the separate
contracts by specifying its application to Bryan, Denton, Garland, or Greenville
rather than Seller. The rights, duties, obligations, and benefits of "Seller"
herein apply to each of Bryan, Denton, Garland, and Greenville, severally and
not jointly. This instrument contains no agreements or undertakings and imposes
no duties or obligations between any of Bryan, Denton, Garland, or Greenville
to any of Bryan, Denton, Garland or Greenville but this declaration does not
affect in any respect the obligations of the Seller to the Purchaser under this
2
Contract. A breach or termination of this instrument by one or more of Bryan,
Denton, Garland, or Greenville does not in any manner affect the non-breaching
or non-terminating parties and does not affect the contracts herein contained
of such non-breaching or non-terminating parties with the Purchaser. This
Contract shall be binding between Seller and Purchaser, with respect to each
separate Contract, on the date both of the Purchaser and the applicable Seller
have duly authorized, executed, and delivered this Contract. These Contracts
shall terminate as provided in Section 13. The dates which the Contracts are
executed and binding may be, but are not required to be, the same. The failure
of one or more Sellers to execute this instrument does not affect the formation
of a Contract by the Purchaser and Seller that execute this instrument since
the Sellers that do execute this Contract are required to provide all of the Firm
Power and Energy requirements of the Purchaser as described in Section 3(c).
Subject to the foregoing, this Contract may be executed in counterparts. -
SECTION 2: Definitions. As used herein:
(a) "Bryan" shall mean the City of Bryan, Texas.
(b) "Denton" shall mean the City of Denton, Texas.
(c) "Garland" shall mean the City of Garland, Texas.
(d) "Greenville" shall mean the City of Greenville, Texas.
(e) "Energy" shall mean kilowatt-hours (kWh).
(f) "ERCOT" shall mean the Electric Reliability Council of Texas.
(g) "Firm" shall mean continuous and without interruption (except for
an event of Force Majeure as defined in Section 14.)
(h) "Points of Delivery" shall mean the points on the System of, or
available to, the Seller, as determined from time to time by the Seller and the
Purchaser, at which Power and Energy are made available to the Purchaser pursuant
3
to this Contract. Such Points of Delivery shall be attached hereto as Exhibit
"A", and a change therein, approved by the Seller and the Purchaser shall not
be considered as an amendment to this Contract.
(i) "Power" shall mean kilowatts (kW).
(j) "Purchaser" shall mean the City of Bowie, Texas.
(k) "Seller" shall mean each of Bryan, Denton, Garland, and Greenville
acting on its own behalf, severally and not jointly.
(1) "System" shall mean the Sellers' electric utility systems.
(m) "TMPA" shall mean Texas Municipal Power Agency.
(n) "Uniform System of Accounts" and all other accounting methods and
terminology contained or referred to in this Section or elsewhere in this
Contract means accounting principles, methods and terminology followed and
construed, as nearly as practicable, in conformity with the Uniform System of
Accounts for Class A and Class B Public Utilities and Licensees and accounting -
rules and regulations thereunder prescribed by the Federal Energy Regulatory
Commission for privately owned power companies which are subject to its
jurisdiction and engaged in business comparable to the business of the Seller
insofar as the System is concerned, as amended from time to time, or such other
system as may be required by any regulatory agency.
SECTION 3: Sale and Purchase of Firm Power and Energy.
(a) The Seller agrees to sell and deliver Firm Power and Energy and the
Purchaser agrees to purchase and receive the Purchaser's total requirements for
the operation of the Purchaser's electric system in excess of (i) any amount
generated from facilities which the Purchaser jointly owns with TMPA, (ii) any
amount purchased from TMPA after re-creation of TMPA by the addition of one or
more of cities including, but not limited to, the Purchaser, (iii) any amount
4
purchased from a joint powers agency created by the Purchaser and by one or more
of Bryan, Denton, Garland, or Greenville, for the purpose of construction of
future generating facilities, (iv) any amount generated by the Purchaser from
a facility which is jointly owned by the Purchaser and by a joint powers agency
created by one or more of Bryan, Denton, Garland and Greenville, (v) any amount
purchased from a city other than the Seller which is a member-city of TMPA
pursuant to a contract substantially identical to this contract, (vi) any amount
supplied by renewable resources, provided that Purchaser is an owner of the
supplying facility, (vii) any amount supplied from a facility certified by the
Federal Energy Regulatory Commission as a Qualifying Facility, provided that
the Qualifying Facility is located in the service area of the Purchaser and is
electrically connected to the electric system of the Purchaser, (viii) any amount
supplied by cogeneration or other "on-site" generation associated with economic
development activities of the Purchaser, provided that the facility is located -
in the service area of the Purchaser and is electrically connected to the
electric system of the Purchaser, and (ix) any amount-supplied by contracts with
governmental agencies for supply of Capacity or Energy to Purchaser as a
preference customer as defined by Section 5 of the Flood Control Act of 1944
(16USC Sec. 825s). The Purchaser shall provide written notice to the Seller when
the Purchaser has taken formal action to accept a potential supply of Power and
Energy under items (vi) through (ix) of this section.
(b) It is the intent of this Contract that if any Seller, as that term
is defined in Section 2 of this Contract, do not execute this Contract, then the
remaining Sellers who do execute this Contract will be responsible for providing
all of the Power and Energy requirements of the Purchaser, as required under
subsections (a) and (c), for the term of this Contract. The formula which
dictates how much power and energy each Seller is required to provide is
contained in Section 3(c) of this Contract.
5
(c) The Seller's obligation to provide Firm Power and Energy under this
contract is limited to a proportion of Purchaser's total requirements for Firm
Power and Energy, calculated by multiplying Purchaser's total requirements by
a fraction, the numerator of which is the difference between Seller's available
capacity including its then. current entitlement from Gibbons Creek, and 1.:5
times the Seller's native peak load after excluding other firm or non-firm sales
and the denominator of which is the sum of the numerators for all of the Sellers.
Exhibit "B" reflects two examples of calculations of the above formula.
(d) In association with the Power and Energy being sold to Purchaser,
Seller will provide all of the operating and planning reserves required by
applicable operating agreements with other members of ERCOT in proportion to
its obligation to provide Firm Power and Energy under Section 3(c) above. -
(e) On January 1 of each year during the term of this Contract, the
Purchaser shall provide to Seller (at the addresses set forth in Exhibit D) a
forecast of its requirements for Power and Energy for the next five years and
other information reasonably required by Seller to enable Seller to plan for the
Power and Energy requirements of Purchaser.
SECTION 4: Delivery of Firm Power and Energy.
(a) The Firm Power and Energy to be furnished under this Contract shall
be three (3) phase, alternating current, at a nominal standard voltage of 138,000
volts at the Points of Delivery, and a nominal frequency of sixty (60) Hertz,
subject to conditions of delivery and measurement as hereinafter provided.
6
(b) The Points of Delivery and the conditions of service pertinent
thereto shall be in accordance with Exhibit "A" attached to this contract, as
may be modified by the Seller and the Purchaser from time to time. The location
of the Points of Delivery, for service commencing on January 1, 1992, shall be
mutually agreed upon between Purchaser and Seller. After commencement of service
under this Contract, no delivery points will be added without permission of the
Purchaser. The Seller at its expense will provide for the construction of all
facilities on the supply side of the metering point and for the operation and
maintenance of those facilities, except as noted on Exhibit "A".
(c) The Seller will be responsible for Firm delivery of Firm Power and
Energy under this Contract, to the Purchaser at the Points of Delivery, and any
costs related to Firm delivery of Firm Power and Energy.
(d) Metering equipment shall be furnished, installed and maintained by
the Seller at each Point of Delivery. If transforming equipment is located at
the Point of Delivery, said metering equipment shall be located on the high
voltage side of the transformer.
(e) The Purchaser shall maintain its electric system such that the power
factor at each metering point shall be between 0.90 lagging and 0.90 leading.
In the event that the power factor at the time of monthly peak demand is less
than 0.90 lagging, the demand for billing purposes will be adjusted by the
following formula:
Adjusted demand = Actual demand x 0.90
Power Factor
7
SECTION 5: Rates and Charges.
(a) The rates and charges of the Seller to the Purchaser for Firm Power
and Energy and for services supplied shall be:
(i) non-discriminatory,
(ii) fair and reasonable, and be calculated based upon the average
costs of providing the Firm Power and Energy or providing the service with
respect to which the rate or charge is based as shown in Exhibit E, and
(iii) adjusted annually to reflect the average Energy cost as
calculated on an annual basis in the manner described in this section.
(b) Except with respect to adjustments expressly allowed by Section
5(c), the rates and charges set forth on Exhibit "C" are firm until the earlier
of January 1, 1994 or such date as the Purchaser receives (i) any power or energy
generated from facilities which the Purchaser jointly owns with TMPA, or (ii)
any Power or Energy generated by the Purchaser from a facility which is jointly
owned by the Purchaser and by a joint powers agency created by one or more of
Bryan, Denton, Garland, and Greenville. After such date, the rates and charges
in Exhibit "C" shall be amended. The amended rates and charges shall be based
on the criteria in subsection 5(a).
(c) On January 1 of each year during the term of this Contract, Seller's
average Energy cost for the preceding year ending September 30 shall be compared
with Purchaser's average Energy cost for the same time period under the rates
charged in Exhibit "C", the Purchaser's average Energy cost adjusted to reflect
Purchaser's average Energy cost at the system load factor. Seller's average
Energy cost shall be calculated by dividing the sum of the total production costs
of Seller by the combined Energy supplied to Firm load by Seller as shown in
8
Exhibit "E". The total production costs of Seller shall be calculated by summing
the demand charge paid to TMPA, the Energy charge paid to TMPA, the operating
and maintenance costs for Power generation incurred by Seller, debt service for
generation paid by Seller, and other associated costs of generation and any cost
of additional Power and Energy purchased by Seller pursuant to Section 10(a)
of this Contract incurred by Seller and consented to by Purchaser, which consent
shall not be unreasonably withheld, as shown in Exhibit "E". Purchaser's
adjusted average Energy cost will be the actual average Energy cost paid under
the rate in Exhibit "C", adjusted to reflect System load factor. An example
calculation of the Purchaser's adjusted average Energy cost is shown in Exhibit
"F". If Purchaser's adjusted average Energy cost under Exhibit "F" is less than
Seller's average Energy cost, no rebate is required. If Purchaser's adjusted
average Energy cost is greater than Seller's average Energy cost from Exhibit
"E", Seller shall rebate to Purchaser on or before January 1 of each year the -
difference, without interest, between Seller's average Energy cost and
Purchaser's adjusted average Energy cost, multiplied by the Purchaser's Energy
billing units of Exhibit "F". Under no ci"rcumstances will the Purchaser be
required to reimburse monies to the Seller if Seller's average Energy cost is
more than Purchaser's average Energy cost. From and after the date the
Purchaser receives Power and Energy from one of the sources enumerated in
subsection 3(a), if a reduction in the Purchaser's demand for Firm Power and
Energy from the Seller occurs, the calculation of average Energy cost shall be
changed to reflect the lower demand of Purchaser for Firm Power and Energy from
the Seller and the Seller's costs at such time. The term "Seller" in this
paragraph shall include Bryan, Denton, Garland and Greenville, whether or not
each is a party to this Contract.
9
SECTION 6: Meter Readings and Seller's Billing.
The Seller shall read meters or cause meters to be read and submit one
combined bill and cause the Purchaser to be billed for Firm Power and Energy
furnished under this Contract at monthly intervals. If multiple Points of
Delivery are provided by Seller, then the demand utilized for billing purposes
shall be calculated on a coincident peak demand basis. Payment of the bill is
due within fifteen (15) days after receipt by Purchaser. Payment of the bill
shall be made to the person, at the address, in the manner, specified in the
bill. Seller may cause billing services to be performed by TMPA or by some
other legal entity, and Seller's bill may be aggregated with the bills to
Purchaser of any other member city of TMPA. In such event, the Purchaser may
pay a single amount to TMPA or to the other entity, as the case may be, for
credit to the account of the Seller and the other cities as detailed on the bill. -
SECTION 7: Meter Testing and Billing Adjustments.
The Seller shall test and calibrate meters or cause meters to be tested
and calibrated by comparison with accurate standards at intervals of twelve (12)
months, or such other intervals as the parties agree. The Seller shall also make
or cause to be made special meter tests at any time at the Purchaser's request.
The costs of all tests shall be borne by the Seller; provided, however, that if
any special meter test made at the Purchaser's request shall disclose that the
meters are recording accurately, the Purchaser shall reimburse the Seller for
the cost of such test. Meters registering not more than 1/2 of 1% above or below
normal shall be deemed to be accurate. The readings on any meter which shall
have been disclosed by test to be inaccurate shall be corrected from the
beginning of the monthly billing period immediately preceding the billing period
10
during which the test was made in accordance with the percentage of inaccuracy
found by such test, provided, that no correction shall be made for a longer
period unless the Seller and the Purchaser mutually agree thereto. Should any
meter fail to register, the Power and Energy delivered during such period of
failure shall, for billing purposes, be estimated by the Seller and the Purchaser
from the best information available. The Seller shall notify the Purchaser or
cause the Purchaser to be notified in advance of the time of any meter test so
that the Purchaser's representat.ive may be present at such meter test. For the
purpose of notifying the Purchaser in advance of a meter test, the Seller is not
required to provide written notification as required by section 21.
SECTION 8: Payments to Constitute Operating Expenses of Purchaser's
System.
The Purchaser reserves the right to pay operating expenses of its electric
system from any funds legally available for the purpose, but the Purchaser's
obligation to make payments under this Contract shall constitute an operating
expense of its electric system payable solely from the gross revenues of such
system.
SECTION 9: Covenants of the Purchaser.
(a) The Purchaser covenants to establish, maintain and collect rates and
charges for the electric service of its electric system which shall produce
revenues at least sufficient, together with other revenues available to such
electric system and available electric system reserves, to enable it to pay to
the Seller, when due, all amounts payable by the Purchaser under this Contract.
11
(b) The Purchaser covenants that Firm Power and Energy supplied under
this Contract will be used only to supply Purchaser's retail customers as members
of the general public and will not be resold to other utilities at wholesale or
resold to any person or business pursuant to a written contractual arrangement
or other understanding which differs in any respect from sales to the public
generally. For purposes of this section 9(b), purchases of Firm Power and Energy
by industrial or business customers pursuant to a rate structure published by
the Purchaser and available to any customer meeting the established criteria
(size of load, load factor, etc.) are treated as sales to the public generally
and are not prohibited by this section.
SECTION 10: Covenants of the Seller.
(a) The Seller covenants to use the same degree of diligence it would
use for its native load to provide Firm Power and Energy hereunder. If by reason
of Force Majeure, the supply of Firm Power and Energy shall fail, or be
interrupted, or become defective as hereinafter provided, the Seller shall not
be liable therefore or for damages caused thereby. Pursuant to the Power Sales
Contract, as amended, between Seller and TMPA, Seller is obligated to take all
of its requirements from TMPA and is prohibited (except in certain limited
circumstances) from constructing additional generating facilities. Therefore,
no provision of this Contract requires Seller to construct capacity to provide
Firm Power and Energy to Purchaser. If Seller does not have sufficient capacity
to provide to Purchaser the Firm Power and Energy required under this Contract,
Seller shall purchase the additional Power and Energy that is required.
12
(b) The Seller covenants that it will operate, maintain and manage its
System or cause the same to be operated, maintained and managed in an efficient
and economical manner, consistent with prudent utility practice and in accordance
with standards normally used by ERCOT utilities owning and operating like
properties.
SECTION 11: Remedies in Event of Default.
(a) If the Purchaser fails or defaults in meeting the terms, conditions
and covenants of this Contract, the Seller shall give notice to the Purchaser.
The Purchaser shall from the date of the mailing of such notice, have a period
of thirty (30) days to cure the default; provided, however, in the event the
failure or default is a failure to make payment within fifteen (15) days after
receipt of the bill, the Purchaser shall, from the date of mailing of such -
notice, have a period of fifteen (15) days to cure the default.
(b) If the Purchaser does not cure its default within the period
specified in subsection (a), then, so long as the Purchaser remains in default,
and in addition to any other rights which the Seller has under this Contract and
at law and in equity, the Seller may terminate all service to the Purchaser;
provided, however, that Seller shall provide written notice to Purchaser prior
to the date of termination. In the event the default is a failure to pay a bill
for Power and Energy within fifteen (15) days after receipt of the bill, the
Seller shall provide notice of termination at least fifteen (15) days prior to
the date of termination. In the event of a default by Purchaser which does not
include a failure to pay a bill within fifteen (15) days of receipt of the bill,
the Seller shall provide notice of termination of least thirty (30) days prior
13
to the date of termination. The notice of termination may be included in the
notice required under subsection (a) and, in such a case, the period of time in
which the Purchaser may cure the default may also serve as the notice period
prior to termination of service. Termination of service hereunder shall not
reduce or change the obligation of the Purchaser or Seller under the other
provisions of this Contract.
(c) If the Seller fails or defaults in meeting the terms, conditions and
covenants of this Contract, the Purchaser shall give notice to the Seller.
Following such notice, the Seller shall have a period of fifteen (15) days to
cure the default. If the default is not cured in the fifteen (15) day period,
then the Purchaser shall have all of the rights and remedies provided at law and
in equity, including the right to offset any obligations otherwise due Seller
and the right for mandatory injunction. -
SECTION 12: Payment Due Oates and Delinauencv.
In the event that the Purchaser fails to make any payment within fifteen
(15) days after receipt of the bill, interest on the delinquent amount shall
accrue at the rate of ten percent (10%) per annum from such date until paid in
full. Following the fifteen (15) day period in which Purchaser may cure such
default as provided in Section 11, the Seller may, in addition to any other
remedy in this Contract including termination of service and including any other
remedy available at law or in equity, institute a proceeding for a mandatory
injunction requiring the payment of the amount due and interest thereon, such
action to be instituted in a court of competent jurisdiction.
14
SECTION 13: Term of Contract.
(a) The Seller's duty to commence Firm Power and Energy under this
Contract shall commence on January 1, 1992. In the event Seller is unable to
deliver Firm Power and Energy to Purchaser on said commencement date, and the
inability to perform is not an event of "Force Majeure", the Seller shall
(consistent with its contract with TMPA) make arrangements with another utility
to deliver Firm Power and Energy to Purchaser at no additional cost to Purchaser
until such time as Seller is able to deliver Firm Power and Energy under this
Contract.
Prior to January 1, 1992, the Seller shall energize the 138,00 volt portion
of the substation at the Point of Delivery in order to allow Purchaser to test
its facilities. Seller will endeavor to energize the 138,000 volt portion of
the substation by not later than December 1, 1991.
(b) If Seller does not request Purchaser to enter into a contract as
specified in subsection (c) hereunder, then this contract shall terminate on
January 1, 2002.
(c) During the term of this Contract, Seller may in writing, request
Purchaser to enter into a contract (i) with TMPA, for the joint ownership of a
generating unit with TMPA, (ii) with TMPA, for the purchase of Firm Power and
Energy from TMPA, following the re-creation of TMPA by the addition of one or
more cities, including Purchaser, (iii) with a joint powers agency, created by
Purchaser and by one or more of Bryan, Denton, Garland or Greenville, for the
purchase of Firm Power and Energy from the joint powers agency, (iv) with a
15
joint powers agency created by one or more of Bryan, Denton, Garland or
Greenville, for the joint ownership of a generating unit with the joint powers
agency, or (v) with TMPA for the construction of electric generating facilities
for the Purchaser utilizing the proceeds of special contract revenue bonds to
be issued by TMPA. Hereinafter, such a contract shall be referred to as a
"contract of participation":.
(d) Within one year after the xeceipt by Purchaser of a request under
subsection (c), Purchaser shall (i) enter into the contract of participation
and elect to have this Contract terminate on the date of termination agreed upon
by the parties specified in the contract of participation, (ii) deny the request
and elect to terminate this Contract, effective two years after receipt of the
request, or (iii) deny the request and elect to have this Contract continue on
a "rolling" five year term. If, during the "rolling" five year term, no notice -
terminating the Contract is received before any January 1, then the Purchaser
and the Seller will be deemed to have continued the Contract for another five
year term commencing on January 1. If, however, during the "rolling" five year
term, the Purchaser or the Seller provides written notice to the other before
any January 1 terminating the Contract, then the Contract will terminate at the
end of the five year period commencing on January 1.
(e) If the Purchaser fails to respond to a request under subsection (c)
within one year after the receipt of the request, the request will be deemed
automatically denied and this Contract shall continue on a "rolling" five year
term as more specifically described in subsection (d).
16
SECTION 14: Force Ma.ieure.
(a) If for any reason of "Force Majeure" any of the parties hereto shall
be rendered unable, wholly or in part, to carry out its obligations under this
Contract, then if such party shall give immediate notice and follow with the full
particulars of such reasons in writing to the other party as soon as possible
after the occurrence of the event or cause relied on: the obligation 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 such party shall use the same degree of diligence it would
use for its native load to remove or overcome such inability with all reasonable
dispatch. The term "Force Majeure" as employed herein shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of the public enemy,
orders or actions of any kind of the government of the United States or of the
State of Texas or any civil or military authority, regulatory or other -
litigation, 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 lockouts shall be entirely within the discretion of the party having
the difficulty, and that the above requirement that any "Force Majeure" shall
be remedied with all reasonable dispatch shall not require the settlement of
strikes and lockouts by acceding to the demand of the opposing parties when such
settlement is unfavorable to it in the judgment of the party having the
difficulty.
(b) No damages shall be recoverable from the Seller or from the Purchaser
by reason of Force Majeure.
17
(c) Upon an event of Force Majeure which interrupts the supply of Firm
Power and Energy, Seller will use the same degree of diligence it would use for
its native load to secure an alternative temporary source of Power and Energy
in the event of an interruption of the supply of Power and Energy.
SECTION 15: Records and Accounts.
The Seller will keep accurate records and accounts of the System and of
the transactions relating to each facility constituting the System as well as
of the operations of the Seller in accordance with the Uniform System of
Accounts, which shall include depreciation. Within one hundred twenty (120) days
after the close of each fiscal year of the Seller, the Seller shall cause such
records and accounts with respect to such fiscal year of the Seller to be subject
to an annual audit by an independent certified public accountant. A copy of each
such annual audit shall be sent by the Seller to the Purchaser. The Purchaser
shall have reasonable access to examine any and all books and records of the
Seller which are public records under the Open Records Act and to examine any
facility of the System.
SECTION 16: Access.
The Seller and the Purchaser will give the other access to the facilities
and (when permitted by existing easement) to the easements, rights-of-way and
property of each other at all reasonable times for the purpose of constructing,
maintaining, repairing or removing facilities, reading meters and performing work
necessary or incidental to delivery and receipt of Firm Power and Energy
18
furnished hereunder. To the extent it is necessary to authorize the delivery
of the Firm Power and Energy required under this Contract to Purchaser (and not
to others), Purchaser will cooperate with Seller for the extension of Seller's
electric lines inside the incorporated boundaries of Purchaser, which cooperation
will include the routing of lines and the acquisition of rights of way and
easements which Purchaser will acquire at Seller's cost.
SECTION 17: Assignment.
This Contract shall not be assignable without the written consent of the
Purchaser and each Seller. Such consent shall not be unreasonably withheld.
It shall not be deemed unreasonable for a Seller to withhold consent to (among
other assignments) an assignment of this Contract to an entity other than a
political subdivision of this State. The Sellers' obligations to provide Firm
Power and Energy to any assignee of this Contract shall not exceed, in the -
aggregate, 20,000 W.
SECTION 18: Successors and Assigns.
This Contract will inure to and be binding upon the successors and assigns
of the respective parties.
SECTION 19: Governmental Rates. Regulations and Laws.
The Contract shall be subject to all valid rules, regulations and laws
applicable thereto, as promulgated by the United States of America, the State
of Texas, or any other governmental body or agency having lawful jurisdiction
or any authorized representative or agency of any of them.
19
SECTION 20: Notices.
Any notice, request, demand, statement or bill provided for in this
contract shall be in writing and shall be considered to have been duly delivered
and received when sent by registered or certified mail, addressed as provided
in Exhibit "D", unless another address has been designated, in writing, by the
party entitled to receive same.
SECTION 21: Severability.
The parties hereto agree that if any of the provisions of this contract
should contravene or be held invalid under the laws of the State of Texas, such
contravention or invalidity shall not invalidate the whole contract but it shall
be construed as though not containing that particular provision, and the right
and obligations of the parties shall be construed and in force accordingly.
SECTION 22: Entire Contract.
This Contract shall constitute the entire understanding between the parties
hereto, superseding any and all previous understandings, oral or written,
pertaining to the subject matter contained herein. No party hereto shall have
any relief, or be entitled to rely, upon any oral representation or oral
information made or given to such party by any representative of the other party
or anyone on its behalf.
SECTION 23: No Waiver.
The failure of a party to enforce at any time any of the provisions
of this contract or to require at any time performance by the other party of any
of the provisions of this contract shall not be construed as a waiver of such
20
provisions or of the right of such party thereafter to enforce each and every
provision of this contract.
SECTION 24: Venue.
Venue for any cause of action instituted by reason of the existence of this
contract shall lie in Travis County, Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed in their corporate names and their corporate seals affixed, all by the
proper officer duly authorized thereunto, as of the day and year first
hereinabove written.
(Seal)
ATTEST:
By:
City Secretary
(Seal)
ATTEST:
By :
City Secretary
CITY OF BOWIE, TEXAS
By:
Date of
Execution:
CITY OF BRYAN, TEXAS
By :
Mayor
Date of
Execution:
21
CITY OF DENTON, TEXAS
(Seal)
ATTEST:
By:
• Date of
By WUL&M Execution: o~d~~g9o
Ci Sec etary
CITY OF GARLAND, TEXAS
By:
(Seal) Mayor
ATTEST:
Date of
By: Execution:
City Secretary
(Seal)
ATTEST:
By:
Board Secretary
CITY OF GREENVILLE, TEXAS
By :
Board Chairman
Date of
Execution:
22
EXHIBIT "A"
POINT OF DELIVERY
The Point of Delivery shall be at the Purchaser's proposed substation located
near the intersection of Roach and Galia Streets in Bowie, Texas.
The Seller shall own, provide and install, in a space provided by the Purchaser
in the Purchaser's relay house, all necessary transmission line relaying and
metering equipment for two 138 kV lines.
Seller shall provide two 138 kV circuit breakers for physical installation by
Purchaser. Seller will provide pre-operational check and will own and maintain,
at its expense, these breakers. Purchaser shall reimburse Seller, as a
contribution-in-aid-of construction, for the cost of one breaker. Seller will
invoice Purchaser for the actual cost of this breaker after delivery to the
substation site, and Purchaser will pay this invoice within 30 days.
Seller will notify Purchaser of Seller's requirements for control and relaying
cable for transmission line relaying and metering between both breakers and
Purchaser's Relay House within 30 days of execution of the Contract. Purchaser
will own, provide, install and maintain these cables. Seller will connect both
ends of these cables.
23
EXHIBIT "B"
Example Calculation of the Proportional Share of Firm Power
and Energy to be Provided by each Seller to Purchaser
Seller's Available Capacity - MW
Seller's Native Peak Load
1.15 times Peak Load
Difference - Numerator
Denominator - Sum of Numerators
Fraction
Purchaser's Load - 14083 KW
Obligation
Bryan
Denton
Garland
Greenville
310
258
616
144
153
176
367
83
176.0
202.4
422.0
95.4
134.1
55.6
194.0
48.6
432
432
432
432
0.3102
0.12"7
0.4488
0.1123
4369
1812
6320
1582
If, for example, only Bryan, Denton and Greenville executed this Contract, then
their individual obligations would be calculated as follows:
Seller's available capacity - MW
Seller's Native Peak Load
1.15 times Peak Load
Difference - Numerator
Denominator - Sum of Numerators
Fraction
Purchaser's Load - 14083 KW
Obligation
Bryan
Denton
Greenville
310
258
144
153
176
83
176.0
202.4
95.4
134.1
55.6
48.6
238.3
238.3
238.3
0.5627
0.2333
0.2039
7924
3286
2873
* The numbers appearing in this Exhibit are for illustrative purposes only
and are not intended to specify exact obligations to provide Firm Power
and Energy under this Contract.
24
EXHIBIT "C"
RATES AND CHARGES
Demand Charge ...............................$11.78/KW
Energy Charge $ 2/M W H
THE DEMAND CHARGE SHALL APPLY TO THE LARGER OF THE ACTUAL MONTHLY METERED DEMAND
(AS ADJUSTED BY THE POWER FACTOR ADJUSTMENT, IF NECESSARY) OR 50% OF THE LARGEST
MONTHLY METERED DEMAND (ADJUSTED FOR POWER FACTOR) IN THE LAST ELEVEN MONTHS.
A MONTHLY FUEL CHARGE WILL BE MULTIPLIED BY THE METERED ENERGY. THE FUEL CHARGE
WILL BE THE AVERAGE COST OF FUEL FOR BRYAN, DENTON, GARLAND, GREENVILLE AND
PURCHASER. THE FUEL CHARGE WILL BE CALCULATED ON AN "ESTIMATE AND CORRECT"
BASIS.
25
EXHIBIT "D"
NOTICES
All notices, requests, demands, statements or bills shall be mailed to the
following:
CITY OF BOWIE
Attention: City Manager
304 Lindsey St.
Bowie, Texas 76230
CITY OF BRYAN
Attention: City Manager
P.O. Box 1000
Bryan, Texas 77805
CITY OF DENTON
Attention: City Manager
215 E. McKinney
Denton, Texas 76201
CITY OF GARLAND
Attention: City Manager
P.O. Box 469002
Garland, Texas 75046
CITY OF GREENVILLE
Attention: Director of Electric Utilities
P.O. Box 1049
Greenville, Texas 75401
26
Exhibit E
Example Calculation of Sellers' Average Cost
TMPA Capacity Charge
TMPA Coverage Refund
Purchased Capacity (Sec 10(a))
City Generation Debt Service
Bryan
Denton
Garland
Greenville
City Generation Operation & Maintainance
Bryan
Denton
Garland
Greenville
$132,483,800.00 TMPA Billings to Cities
(527,838,713.16) TMPA Billings to Cities
$0.00
$4,175,000.00
City Records
$1,980,000.00
City Records
$6,285,000.00
City Records
$1,836,000.00
City Records
$2,000,000.00
City Records
$1,200,000.00
City Records
$3,200,000.00
City Records
$800,000.00
City Records
TOTAL FIXED COST $124,931,886.84
MWh Cost
TMPA Energy Cost 2,800,000 $34,748,000.00
Purchased Energy (Sec 10(a)) 0 $0.00
Cities Gas Cost
Bryan
860,000
$11,626,250.00
City Records
Denton
200,000
$4,200,000.00
City Records
Garland
860,000
$15,202,250.00
City Records
Greenville
80,000
$1,680,000.00
City Records
Economy Purchases
Lignite
2,500
$35,000.00
City Records
Gas
200,000
$4,000,000.00
City Records
Economy Sales
Lignite (180,000) ($1,985,800.00) City Records
Gas (450,000) ($9,000,000.00) City Records
TOTAL ENERGY COSTS 4,172,500 $80,504,900.00
TOTAL COST 5186,438,788.84
AVERAGE ENERGY COST $44,44
SYSTEM PEAK 980,000 kW
SYSTEM LOAD FACTOR 48.80%
The numbers In this Exhibit are for illustrative purposes only
Exhibit F
1 Example Calculation of Purchaser's Adjusted Average Energy Cost
2
System Average Load Factor
48.60%
3
Peak Demand
14,083
KW From Peak Month's Bill
4
Demand Billing Units
112,839
KW-MO from Billings
b
Energy Billing Units
47,270,000
KWH from Billings
6
Demand Rate
$11.78
per KW
7
Less Dist Charge
$0.00
per KW
8
Equivalent Transmission Rate
$11.78
per KW (Line 6 minus line 7)
9
Demand Bill at Trans Level
$1,329,243.42
Line 8 times Line 4
10
Actual Bill for Fuel & Energy
$779,966.00
From Billings
11
Average Cost for Fuel & Energy
$0.01660
Line 10 divided by Line b
12
Energy Required to Produce
System Load Factor
59,960,628
Line 3 times Line 2 times 8760
13
Energy Bill at System L. F.
$989,348.71
Line 11 times Line 12
14
Total Bill at System L. F.
52,318,592.13
Line 9 plus Line 13
15
Adjusted Average Energy Cost
$0.03867
Line 14 divided by Line 12
The numbers in this Exhibit are for illustrative purposes only
TABLE OF CONTENTS
Page
SECTION
1:
Capacity of Parties: Nature and Number of
SECTION
SECTION
2:
3:
Contracts
Definitions
Sale and Purchase of Firm Power and Energy
2
3
4
SECTION
4:
Delivery of Firm Power and Energy
6
SECTION
SECTION
5:
6:
Rates and Charges
Meter Readings and Seller's Billing
8
10
SECTION
SECTION
7:
8:
Meter Testing and Billing Adjustment
Payments to Constitute Operating Expenses of
10
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
9:
10:
11:
12:
13:
14:
15:
16:
17:
18:
19:
Purchaser's System
Covenants of the Purchaser
Covenants of the Seller
Remedies in Event of Default
Payment Due Dates and Delinquency
Term of Contract
Force Majeure
Records and Accounts
Access
Assignment
Successors and Assigns
Governmental Rates, Regulations and Laws
11
11
12
13
14
15
17 _
18
18
19
19
19
SECTION
SECTION
SECTION
SECTION
SECTION
20:
21:
22:
23:
24:
Notices
Severability
Entire Contract
No Waiver
Venue
20
20
20
20
21
EXHIBITS
Exhibit A ...............................................................23
Exhibit B ...............................................................24
Exhibit C ...............................................................25
Exhibit D ...............................................................26
Exhibit E ...............................................................27
Exhibit F ...............................................................28
CONTRACT FOR SALE
AND PURCHASE OF FIRM
POWER AND ENERGY
between
City of Bowie, Texas,
as Purchaser
and each of
City of Bryan, Texas,
City of Denton, Texas,
City of Garland, Texas,
City of Greenville, Texas
each acting on its own
behalf severally and not
jointly, as Seller
This Contract, made and entered into as of the day of ,
1990 (but effective on the date provided in Section 13 hereof), by and between
the City of Bowie, Texas (the "Purchaser"), a municipal corporation and political _
subdivision of the State of Texas, and the City of Bryan, Texas, the City of
Denton, Texas, the City of Garland, Texas, and the City of Greenville, Texas,
each of which cities is a municipal corporation and a political subdivision of
the State of Texas (herein called "Seller" with respect to provisions applicable
to each of them and called "Bryan," "Denton," "Garland," or "Greenville," as the
case may be, with respect to provisions applicable to them severally).
WITNESSETH:
WHEREAS, the Purchaser has need of an economical, reliable source of Firm
Power and Energy to meet the demands of its customers and has determined to
purchase such Firm Power and Energy from the Seller; and
WHEREAS, the Seller owns electric generating facilities and transmission
lines and purchases Power and Energy from TMPA for the purpose of supplying Firm
Power and Energy to its customers;
1
WHEREAS, the Seller is authorized by Section 402.001 of the local
Government Code to sell electric service to any person outside its boundaries
and to contract with persons outside its boundaries to permit them to connect
with its System on terms Seller considers in its best interest; and
WHEREAS, the Purchaser is a person, within the meaning of that term as
defined in Section 311.005 of the Government Code, located outside the boundaries
of Seller and desires to purchase, and the Seller, having found that the terms
herein set forth are in the best interest of the Seller desires to sell, Firm
Power and Energy on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the mutual undertakings herein contained
between the Purchaser and each of Bryan, Denton, Garland, and Greenville acting
on its own behalf severally and not jointly, the Seller and the Purchaser agree
as follows:
SECTION 1: Capacity of Parties: Nature and Number of Contracts.
This instrument is four separate contracts between the Purchaser and each
of Bryan, Denton, Garland, and Greenville, respectively. Each of the four
separate contracts contain substantially identical terms-except insofar as a
particular provision is clearly applicable only to one or more of the separate
contracts by specifying its application to Bryan, Denton, Garland, or Greenville
rather than Seller. The rights, duties, obligations, and benefits of "Seller"
herein apply to each of Bryan, Denton, Garland, and Greenville, severally and
not jointly. This instrument contains no agreements or undertakings and imposes
no duties or obligations between any of Bryan, Denton, Garland, or Greenville
to any of Bryan, Denton, Garland or Greenville but this declaration does not
affect in any respect the obligations of the Seller to the Purchaser under this
2
Contract. A breach or termination of this instrument by one or more of Bryan,
Denton, Garland, or Greenville does not in any manner affect the non-breaching
or non-terminating parties and does not affect the contracts herein contained
of such non-breaching or non-terminating parties with the Purchaser. This
Contract shall be binding between Seller and Purchaser, with respect to each
separate Contract, on the date both of the Purchaser and the applicable Seller
have duly authorized, executed, and delivered this Contract. These Contracts
shall terminate as provided in Section 13. The dates which the Contracts are
executed and binding may be, but are not required to be, the same. The failure
of one or more Sellers to execute this instrument does not affect the formation
of a Contract by the Purchaser and Seller that execute this instrument since
the Sellers that do execute this Contract are required to provide all of the Firm
Power and Energy requirements of the Purchaser as described in Section 3(c).
Subject to the foregoing, this Contract may be executed in counterparts. -
SECTION 2: Definitions. As used herein:
(a) "Bryan" shall mean the City of Bryan, Texas.
(b) "Denton" shall mean the City of Denton, Texas.
(c) "Garland" shall mean the City of Garland, Texas.
(d) "Greenville" shall mean the City of Greenville, Texas.
(e) "Energy" shall mean kilowatt-hours (kWh).
(f) "ERCOT" shall mean the Electric Reliability Council of Texas.
(g) "Firm" shall mean continuous and without interruption (except for
an event of Force Majeure as defined in Section 14.)
(h) "Points of Delivery" shall mean the points on the System of, or
available to, the Seller, as determined from time to time by the Seller and the
Purchaser, at which Power and Energy are made available to the Purchaser pursuant
3
to this Contract. Such Points of Delivery shall be attached hereto as Exhibit
"A", and a change therein, approved by the Seller and the Purchaser shall not
be considered as an amendment to this Contract.
(i) "Power" shall mean kilowatts (kW).
(j) "Purchaser" shall mean the City of Bowie, Texas.
(k) "Seller" shall mean each of Bryan, Denton, Garland, and Greenville
acting on its own behalf, severally and not jointly.
(1) "System" shall mean the Sellers' electric utility systems.
(m) "TMPA" shall mean Texas Municipal Power Agency.
(n) "Uniform System of Accounts" and all other accounting methods and
terminology contained or referred to in this Section or elsewhere in this
Contract means accounting principles, methods and terminology followed and
construed, as nearly as practicable, in conformity with the Uniform System of
Accounts for Class A and Class B Public Utilities and Licensees and accounting -
rules and regulations thereunder prescribed by the Federal Energy Regulatory
Commission for privately owned power companies which are subject to its
jurisdiction and engaged in business comparable to the business of the Seller
insofar as the System is concerned, as amended from time to time, or such other
system as may be required by any regulatory agency.
SECTION 3: Sale and Purchase of Firm Power and Energy.
(a) The Seller agrees to sell and deliver Firm Power and Energy and the
Purchaser agrees to purchase and receive the Purchaser's total requirements for
the operation of the Purchaser's electric system in excess of (i) any amount
generated from facilities which the Purchaser jointly owns with TMPA, (ii) any
amount purchased from TMPA after re-creation of TMPA by the addition of one or
more of cities including, but not limited to, the Purchaser, (iii) any amount
4
purchased from a joint powers agency created by the Purchaser and by one or more
of Bryan, Denton, Garland, or Greenville, for the purpose of construction of
future generating facilities, (iv) any amount generated by the Purchaser from
a facility which is jointly owned by the Purchaser and by a joint powers agency
created by one or more of Bryan, Denton, Garland and Greenville, (v) any amount
purchased from a city other than the Seller which is a member-city of TMPA
pursuant to a contract substantially identical to this contract, (vi) any amount
supplied by renewable resources, provided that Purchaser is an owner of the
supplying facility, (vii) any amount supplied from a facility certified by the
Federal Energy Regulatory Commission as a Qualifying Facility, provided that
the Qualifying Facility is located in the service area of the Purchaser and is
electrically connected to the electric system of the Purchaser, (viii) any amount
supplied by cogeneration or other "on-site" generation associated with economic
development activities of the Purchaser, provided that the facility is located -
in the service area of the Purchaser and is electrically connected to the
electric system of the Purchaser, and (ix) any amount supplied by contracts with
governmental agencies for supply of Capacity or Energy to Purchaser as a
preference customer as defined by Section 5 of the Flood Control Act of 1944
(16USC Sec. 825s). The Purchaser shall provide written notice to the Seller when
the Purchaser has taken formal action to accept a potential supply of Power and
Energy under items (vi) through (ix) of this section.
(b) It is the intent of this Contract that if any Seller, as that term
is defined in Section 2 of this Contract, do not execute this Contract, then the
remaining Sellers who do execute this Contract will be responsible for providing
all of the Power and Energy requirements of the Purchaser, as required under
subsections (a) and (c), for the term of this Contract. The formula which
dictates how much power and energy each Seller is required to provide is
contained in Section 3(c) of this Contract.
5
(c) The Seller's obligation to provide Firm Power and Energy under this
contract is limited to a proportion of Purchaser's total requirements for Firm
Power and Energy, calculated by multiplying Purchaser's total requirements by
a fraction, the numerator of which is the difference between Seller's available
capacity including its then current entitlement from Gibbons Creek, and 1.18
times the Seller's native peak load after excluding other firm or non-firm sales
and the denominator of which is the sum of the numerators for all of the Sellers.
Exhibit "B" reflects two examples of calculations of the above formula.
(d) In association with the Power and Energy being sold to Purchaser,
Seller will provide all of the operating and planning reserves required by
applicable operating agreements with other members of ERCOT in proportion to
its obligation to provide Firm Power and Energy under Section 3(c) above.
(e) On January 1 of each year during the term of this Contract, the
Purchaser shall provide to Seller (at the addresses set forth in Exhibit D) a
forecast of its requirements for Power and Energy for the next five years and
other information reasonably required by Seller to enable Seller to plan for the
Power and Energy requirements of Purchaser.
SECTION 4: Delivery of Firm Power and Energy.
(a) The Firm Power and Energy to be furnished under this Contract shall
be three (3) phase, alternating current, at a nominal standard voltage of 138,000
volts at the Points of Delivery, and a nominal frequency of sixty (60) Hertz,
subject to conditions of delivery and measurement as hereinafter provided.
6
(b) The Points of Delivery and the conditions of service pertinent
thereto shall be in accordance with Exhibit "A" attached to this contract, as
may be modified by the Seller and the Purchaser from time to time. The location
of the Points of Delivery, for service commencing on January 1, 1992, shall be
mutually agreed upon between Purchaser and Seller. After commencement of service
under this Contract, no delivery points will be added without permission of the
Purchaser. The Seller at its expense will provide for the construction of all
facilities on the supply side of the metering point and for the operation and
maintenance of those facilities, except as noted on Exhibit "A".
(c) The Seller will be responsible for Firm delivery of Firm Power and
Energy under this Contract, to the Purchaser at the Points of Delivery, and any
costs related to Firm delivery of Firm Power and Energy. -
(d) Metering equipment shall be furnished, installed and maintained by
the Seller at each Point of Delivery. If transforming equipment is located at
the Point of Delivery, said metering equipment shall be located on the high
voltage side of the transformer.
(e) The Purchaser shall maintain its electric system such that the power
factor at each metering point shall be between 0.90 lagging and 0.90 leading.
In the event that the power factor at the time of monthly peak demand is less
than 0.90 lagging, the demand for billing purposes will be adjusted by the
following formula:
Adjusted demand = Actual demand x 0.90
Power Factor
7
SECTION 5: Rates and Charges.
(a) The rates and charges of the Seller to the Purchaser for Firm Power
and Energy and for services supplied shall be:
(i) non-discriminatory,
(ii) fair and reasonable, and be calculated based upon the average
costs of providing the Firm Power and Energy or providing the service with
respect to which the rate or charge is based as shown in Exhibit E, and
(iii) adjusted annually to reflect the average Energy cost as
calculated on an annual basis in the manner described in this section.
(b) Except with respect to adjustments expressly allowed by Section
5(c), the rates and charges set forth on Exhibit "C" are firm until the earlier
of January 1, 1994 or such date as the Purchaser receives (i) any power or energy
generated from facilities which the Purchaser jointly owns with TMPA, or (ii)
any Power or Energy generated by the Purchaser from a facility which is jointly
owned by the Purchaser and by a joint powers agency created by one or more of
Bryan, Denton, Garland, and Greenville. After such date, the rates and charges
in Exhibit "C" shall be amended. The amended rates and charges shall be based
on the criteria in subsection 5(a).
(c) On January 1 of each year during the term of this Contract, Seller's
average Energy cost for the preceding year ending September 30 shall be compared
with Purchaser's average Energy cost for the same time period under the rates
charged in Exhibit "C", the Purchaser's average Energy cost adjusted to reflect
Purchaser's average Energy cost at the system load factor. Seller's average
Energy cost shall be calculated by dividing the sum of the total production costs
of Seller by the combined Energy supplied to Firm load by Seller as shown in
8
Exhibit "E". The total production costs of Seller shall be calculated by summing
the demand charge paid to TMPA, the Energy charge paid to TMPA, the operating
and maintenance costs for Power generation incurred by Seller, debt service for
generation paid by Seller, and other associated costs of generation and any cost
of additional Power and Energy purchased by Seller pursuant to Section 10(a)
of this Contract incurred by Seller and consented to by Purchaser, which consent
shall not be unreasonably withheld, as shown in Exhibit "E". Purchaser's
adjusted average Energy cost will be the actual average Energy cost paid under
the rate in Exhibit "C", adjusted to reflect System load factor. An example
calculation of the Purchaser's adjusted average Energy cost is shown in Exhibit
"F". If Purchaser's adjusted average Energy cost under Exhibit "F" is less than
Seller's average Energy cost, no rebate is required. If Purchaser's adjusted
average Energy cost is greater than Seller's average Energy cost from Exhibit
"E", Seller shall rebate to Purchaser on or before January 1 of each year the -
difference, without interest, between Seller's average Energy cost and
Purchaser's adjusted average Energy cost, multiplied by the Purchaser's Energy
billing units of Exhibit "F". Under no circumstances will the Purchaser be
required to reimburse monies to the Seller if Seller's average Energy cost is
more than Purchaser's average Energy cost. From and after the date the
Purchaser receives Power and Energy from one of the sources enumerated in
subsection 3(a), if a reduction in the Purchaser's demand for Firm Power and
Energy from the Seller occurs, the calculation of average Energy cost shall be
changed to reflect the lower demand of Purchaser for Firm Power and Energy from
the Seller and the Seller's costs at such time. The term "Seller" in this
paragraph shall include Bryan, Denton, Garland and Greenville, whether or not
each is a party to this Contract.
9
SECTION 6: Meter Readings and Seller's Billing.
The Seller shall read meters or cause meters to be read and submit one
combined bill and cause the Purchaser to be billed for firm Power and Energy
furnished under this Contract at monthly intervals. If multiple Points of
Delivery are provided by Seller, then the demand utilized for billing purposes
shall be calculated on a coincident peak demand basis. Payment of the bill is
due within fifteen (15) days after receipt by Purchaser. Payment of the bill
shall be made to the person, at the address, in the manner, specified in the
bill. Seller may cause billing services to be performed by TMPA or by some
other legal entity, and Seller's bill may be aggregated with the bills to
Purchaser of any other member city of TMPA. In such event, the Purchaser may
pay a single amount to TMPA or to the other entity, as the case may be, for
credit to the account of the Seller and the other cities as detailed on the bill. -
SECTION 7: Meter Testing and Billing Adiustments.
The Seller shall test and calibrate meters or cause meters to be tested
and calibrated by comparison with accurate standards at intervals of twelve (12)
months, or such other intervals as the parties agree. The Seller shall also make
or cause to be made special meter tests at any time at the Purchaser's request.
The costs of all tests shall be borne by the Seller; provided, however, that if
any special meter test made at the Purchaser's request shall disclose that the
meters are recording accurately, the Purchaser shall reimburse the Seller for
the cost of such test. Meters registering not more than 112 of 1% above or below
normal shall be deemed to be accurate. The readings on any meter which shall
have been disclosed by test to be inaccurate shall be corrected from the
beginning of the monthly billing period immediately preceding the billing period
10
during which the test was made in accordance with the percentage of inaccuracy
found by such test, provided, that no correction shall be made for a longer
period unless the Seller and the Purchaser mutually agree thereto. Should any
meter fail to register, the Power and Energy delivered during such period of
failure shall, for billing purposes, be estimated by the Seller and the Purchaser
from the best information available. The Seller shall notify the Purchaser or
cause the Purchaser to be notified in advance of the time of any meter test so
that the Purchaser's representative may be present at such meter test. For the
purpose of notifying the Purchaser in advance of a meter test, the Seller is not
required to provide written notification as required by section 21.
SECTION 8: Payments to Constitute Operating Expenses of Purchaser's
System.
The Purchaser reserves the right to pay operating expenses of its electric
system from any funds legally available for the purpose, but the Purchaser's
obligation to make payments under this Contract shall constitute an operating
expense of its electric system payable solely from the gross revenues of such
system.
SECTION 9: Covenants of the Purchaser.
(a) The Purchaser covenants to establish, maintain and collect rates and
charges for the electric service of its electric system which shall produce
revenues at least sufficient, together with other revenues available to such
electric system and available electric system reserves, to enable it to pay to
the Seller, when due, all amounts payable by the Purchaser under this Contract.
11
M The Purchaser covenants that Firm Power and Energy supplied under
this Contract will be used only to supply Purchaser's retail customers as members
of the general public and will not be resold to other utilities at wholesale or
resold to any person or business pursuant to a written contractual arrangement
or other understanding which differs in any respect from sales to the public
generally. For purposes of this section 9(b), purchases of Firm Power and Energy
by industrial or business customers pursuant to a rate structure published by
the Purchaser and available to any customer meeting the established criteria
(size of load, load factor, etc.) are treated as sales to the public generally
and are not prohibited by this section.
SECTION 10: Covenants of the Seller.
(a) The Seller covenants to use the same degree of diligence it would
use for its native load to provide Firm Power and Energy hereunder. If by reason
of Force Majeure, the supply of Firm Power and Energy shall fail, or be
interrupted, or become defective as hereinafter provided, the Seller shall not
be liable therefor or for damages caused thereby. Pursuant to the Power Sales
Contract, as amended, between Seller and TMPA, Seller is obligated to take all
of its requirements from TMPA and is prohibited (except in certain limited
circumstances) from constructing additional generating facilities. Therefore,
no provision of this Contract requires Seller to construct capacity to provide
Firm Power and Energy to Purchaser. If Seller does not have sufficient capacity
to provide to Purchaser the Firm Power and Energy required under this Contract,
Seller shall purchase the additional Power and Energy that is required.
12
(b) The Seller covenants that it will operate, maintain and manage its
System or cause the same to be operated, maintained and managed in an efficient
and economical manner, consistent with prudent utility practice and in accordance
with standards normally used by ERCOT utilities owning and operating like
properties.
SECTION 11: Remedies in Event of Default.
(a) If the Purchaser fails or defaults in meeting the terms, conditions
and covenants of this Contract, the Seller shall give notice to the Purchaser.
The Purchaser shall from the date of the mailing of such notice, have a period
of thirty (30) days to cure the default; provided, however, in the event the
failure or default is a failure to make payment within fifteen (15) days after
receipt of the bill, the Purchaser shall, from the date of mailing of such
notice, have a period of fifteen (15) days to cure the default.
(b) If the Purchaser does not cure its default within the period
specified in subsection (a), then, so long as the Purchaser remains in default,
and in addition to any other rights which the Seller has under this Contract and
at law and in equity, the Seller may terminate all service to the Purchaser;
provided, however, that Seller shall provide written notice to Purchaser prior
to the date of termination. In the event the default is a failure to pay a bill
for Power and Energy within fifteen (15) days after receipt of the bill, the
Seller shall provide notice of termination at least fifteen (15) days prior to
the date of termination. In the event of a default by Purchaser which does not
include a failure to pay a bill within fifteen (15) days of receipt of the bill,
the Seller shall provide notice of termination of least thirty (30) days prior
13
co the date of termination. The notice of termination may be included in the
notice required under subsection (a) and, in such a case, the period of time in
which the Purchaser may cure the default may also serve as the notice period
prior to termination of service. Termination of service hereunder shall not
reduce or change the obligation of the Purchaser or Seller under the other
provisions of this Contract.
(c) If the Seller fails or defaults in meeting the terms, conditions and
covenants of this Contract, the Purchaser shall give notice to the Seller.
Following such notice, the Seller shall have a period of fifteen (15) days to
cure the default. If the default is not cured in the fifteen (15) day period,
then the Purchaser shall have all of the rights and remedies provided at law and
in equity, including the right to offset any obligations otherwise due Seller
and the right for mandatory injunction. _
SECTION 12: Payment Due Dates and Delinauencv.
In the event that the Purchaser fails to make any payment within fifteen
(15) days after receipt of the bill, interest on the delinquent amount shall
accrue at the rate of ten percent (10%) per annum from such date until paid in
full. Following the fifteen (15) day period in which Purchaser may cure such
default as provided in Section 11, the Seller may, in addition to any other
remedy in this Contract including termination of service and including any other
remedy available at law or in equity, institute a proceeding for a mandatory
injunction requiring the payment of the amount due and interest thereon, such
action to be instituted in a court of competent jurisdiction.
14
SECTION 13: Term of Contract.
(a) The Seller's duty to commence Firm Power and Energy under this
Contract shall commence on January 1, 1992. In the event Seller is unable to
deliver Firm Power and Energy to Purchaser on said commencement date, and the
inability to perform is not an event of "Force Majeure", the Seller shall
(consistent with its contract with TMPA) make arrangements with another utility
to deliver Firm Power and Energy to Purchaser at no additional cost to Purchaser
until such time as Seller is able to deliver Firm Power and Energy under this
Contract.
Prior to January 1, 1992, the Seller shall energize the 138,000 volt
portion of the substation at the Point of Delivery in order to allow Purchaser
to test its facilities. Seller will endeavor to energize the 138,000 volt
portion of the substation by not later than December 1, 1991.
(b) If Seller does not request Purchaser to enter into a contract as
specified in subsection (c) hereunder, then this contract shall terminate on
January 1, 2002.
(c) During the term of this Contract, Seller may in writing, request
Purchaser to enter into a contract (i) with TMPA, for the joint ownership of a
generating unit with TMPA, (ii) with TMPA, for the purchase of Firm Power and
Energy from TMPA, following the re-creation of TMPA by the addition of one or
more cities, including Purchaser, (iii) with a joint powers agency, created by
Purchaser and by one or more of Bryan, Denton, Garland or Greenville, for the
purchase of Firm Power and Energy from the joint powers agency, (iv) with a
15
joint powers agency created by one or more of Bryan, Denton, Garland or
Greenville, for the joint ownership of a generating unit with the joint powers
agency, or (v) with TMPA for the construction of electric generating facilities
for the Purchaser utilizing the proceeds of special contract revenue bonds to
be issued by TMPA. Hereinafter, such a contract shall be referred to as a
"contract of participation".
(d) Within one year after the receipt by Purchaser of a request under
subsection (c), Purchaser shall (i) enter into the contract of participation
and elect to have this Contract terminate on the date of termination agreed upon
by the parties specified in the contract of participation, (ii) deny the request
and elect to terminate this Contract, effective two years after receipt of the
request, or (iii) deny the request and elect to have this Contract continue on
a "rolling" five year term. If, during the "rolling" five year term, no notice -
terminating the Contract is received before any January 1, then the Purchaser
and the Seller will be deemed to have continued the Contract for another five
year term commencing on January 1. If, however, during the "rolling" five year
term, the Purchaser or the Seller provides written notice to the other before
any January 1 terminating the Contract, then the Contract will terminate at the
end of the five year period commencing on January 1.
(e) If the Purchaser fails to respond to a request under subsection (c)
within one year after the receipt of the request, the request will be deemed
automatically denied and this Contract shall continue on a "rolling" five year
term as more specifically described in subsection (d).
16
SECTION 14: Force Majeure.
(a) If for any reason of "Force Majeure" any of the parties hereto shall
be rendered unable, wholly or in part, to carry out its obligations under this
Contract, then if such party shall give immediate notice and follow with the full
particulars of such reasons in writing to the other party as soon as possible
after the occurrence of the event or cause relied on: the obligation 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 such party shall use the same degree of diligence it would
use for its native load to remove or overcome such inability with all reasonable
dispatch. The term "Force Majeure" as employed herein shall mean acts of God,
strikes, lockouts, or other industrial disturbances, acts of the public enemy,
orders or actions of any kind of the government of the United States or of the
State of Texas or any civil or military authority, regulatory or other -
litigation, 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 lockouts shall be entirely within the discretion of the party having
the difficulty, and that the above requirement that any "Force Majeure" shall
be remedied with all reasonable dispatch shall not require the settlement of
strikes and lockouts by acceding to the demand of the opposing parties when such
settlement is unfavorable to it in the judgment of the party having the
difficulty.
(b) No damages shall be recoverable from the Seller or from the Purchaser
by reason of Force Majeure.
17
(c) Upon an event of Force Majeure which interrupts the supply of Firm
Power and Energy, Seller will use the same degree of diligence it would use for
its native load to secure an alternative temporary source of Power and Energy
in the event of an interruption of the supply of Power and Energy.
SECTION 15: Records and Accounts.
The Seller will keep accurate records and accounts of the System and of
the transactions relating to each facility constituting the System as well as
of the operations of the Seller in accordance with the Uniform System of
Accounts, which shall include depreciation. Within one hundred twenty (120) days
after the close of each fiscal year of the Seller, the Seller shall cause such -
records and accounts with respect to such fiscal year of the Seller to be subject
to an annual audit by an independent certified public accountant. A copy of each
such annual audit shall be sent by the Seller to the Purchaser. The Purchaser
shall have reasonable access to examine any and all books and records of the
Seller which are public records under the Open Records Act and to examine any
facility of the System.
SECTION 16: Access.
The Seller and the Purchaser will give the other access to the facilities
and (when permitted by existing easement) to the easements, rights-of-way and
property of each other at all reasonable times for the purpose of constructing,
maintaining, repairing or removing facilities, reading meters and performing work
necessary or incidental to delivery and receipt of Firm Power and Energy
18
furnished hereunder. To the extent it is necessary to authorize the delivery
of the Firm Power and Energy required under this Contract to Purchaser (and not
to others), Purchaser will cooperate with Seller for the extension of Seller's
electric lines inside the incorporated boundaries of Purchaser, which cooperation
will include the routing of lines and the acquisition of rights of way and
easements which Purchaser will acquire at Seller's cost.
SECTION 17: Assignment.
This Contract shall not be assignable without the written consent of the
Purchaser and each Seller. Such consent shall not be unreasonably withheld.
It shall not be deemed unreasonable for a Seller to withhold consent to (among
other assignments) an assignment of this Contract to an entity other than a
political subdivision of this State. The Sellers' obligations to provide Firm
Power and Energy to any assignee of this Contract shall not exceed, in the
aggregate, 20,000 W.
SECTION 18: Successors and Assigns.
This Contract will inure to and be binding upon the successors and assigns
of the respective parties.
SECTION 19: Governmental Rates Regulations and Laws.
The Contract shall be subject to all valid rules, regulations and laws
applicable thereto, as promulgated by the United States of America, the State
of Texas, or any other governmental body or agency having lawful jurisdiction
or any authorized representative or agency of any of them.
19
SECTION 20: Notices.
Any notice, request, demand, statement or bill provided for in this
contract shall be in writing and shall be considered to have been duly delivered
and received when sent by registered or certified mail, addressed as provided
in Exhibit "D", unless another address has been designated, in writing, by the
party entitled to receive same.
SECTION 21: Severability.
The parties hereto agree that if any of the provisions of this contract
should contravene or be held invalid under the laws of the State of Texas, such
contravention or invalidity shall not invalidate the whole contract but it shall
be construed as though not containing that particular provision, and the right
and obligations of the parties shall be construed and in force accordingly. -
SECTION 22: Entire Contract.
This Contract shall constitute the entire understanding between the parties
hereto, superseding any and all previous understandings, oral or written,
pertaining to the subject matter contained herein. No party hereto shall have
any relief, or be entitled to rely, upon any oral representation or oral
information made or given to such party by any representative of the other party
or anyone on its behalf.
SECTION 23: No Waiver.
The failure of a party to enforce at any time any of the provisions
of this contract or to require at any time performance by the other party of any
of the provisions of this contract shall not be construed as a waiver of such
20
(Seal)
ATTEST:
By:
City Secretary
(Seal)
ATTEST:
By:
City Secretary
(Seal)
ATTEST:
By:
Board Secretary
CITY OF DENTON, TEXAS
By:
Mayor
Date of
Execution:
CITY OF GARLAND, TEXAS
By:
Mayor
Date of
Execution:
CITY OF GREENVILLE, TEXAS
By :
Board Chairman
Date of
Execution:
22
EXHIBIT "A"
POINT OF DELIVERY
The Point of Delivery shall be at the Purchaser's proposed substation located
near the intersection of Roach and Galia Streets in Bowie, Texas.
The Seller shall own, provide and install, in a space provided by the Purchaser
in the Purchaser's relay house, all necessary transmission line relaying and
metering equipment for two 138 kV lines.
Seller shall provide two 138 kV circuit breakers for physical installation by
Purchaser. Seller will provide pre-operational check and will own and maintain,
at its expense, these breakers. Purchaser shall reimburse Seller, as a
contribution-in-aid-of construction, for the cost of one breaker. Seller will _
invoice Purchaser for the actual cost of this breaker after delivery to the
substation site, and Purchaser will pay this invoice within 30 days.
Seller will notify Purchaser of Seller's requirements for control and relaying
cable for transmission line relaying and metering between both breakers and
Purchaser's Relay House within 30 days of execution of the Contract. Purchaser
will own, provide, install and maintain these cables. Seller will connect both
ends of these cables.
23
EXHIBIT "B"
Example Calculation of the Proportional Share of Firm Power
and Energy to be Provided by each Seller to Purchaser
Bryan
Denton
Garland
Greenville
Seller's Available Capacity - MW
310
258
616
144
Seller's Native Peak Load
153
176
367
83
1.15 times Peak Load
176.0
202.4
422.0
95.4
Difference - Numerator
134.1
55.6
194.0
48.6
Denominator - Sum of Numerators
432
432
432
432
Fraction
0.3102
0.1287
0.4488
0.1123
Purchaser's Load - 14083 KW
Obligation
4369
1812
6320
1582
If, for example, only Bryan, Denton and Greenville executed this Contract, then
their individual obligations would be calculated as follows:
Bryan
Denton
Greenville
Seller's available capacity - MW
310
258
144
Seller's Native Peak Load
153
176
83
1.15 times Peak Load
176.0
202.4
95.4
Difference - Numerator
134.1
55.6
48.6
Denominator - Sum of Numerators
238.3
238.3
238.3
Fraction
0.5627
0.2333
0.2039
Purchaser's Load - 14083 KW
Obligation
7924
3286
2873
* The numbers appearing in this Exhibit are for illustrative purposes only
and are not intended to specify exact obligations to provide Firm Power
and Energy under this Contract.
24
EXHIBIT "C"
RATES AND CHARGES
Demand Charge ...............................$11.78/KW
Energy Charge $ 2/M W H
THE DEMAND CHARGE SHALL APPLY TO THE LARGER OF THE ACTUAL MONTHLY METERED DEMAND
(AS ADJUSTED BY THE POWER FACTOR ADJUSTMENT, IF NECESSARY) OR 50% OF THE LARGEST
MONTHLY METERED DEMAND (ADJUSTED FOR POWER FACTOR) IN THE LAST ELEVEN MONTHS.
A MONTHLY FUEL CHARGE WILL BE MULTIPLIED BY THE METERED ENERGY. THE FUEL CHARGE
WILL BE THE AVERAGE COST OF FUEL FOR BRYAN, DENTON, GARLAND, GREENVILLE AND
PURCHASER. THE FUEL CHARGE WILL BE CALCULATED ON AN "ESTIMATE AND CORRECT"
BASIS.
25
EXHIBIT "D"
NOTICES
All notices, requests, demands, statements or bills shall be mailed to the
following:
CITY OF BOWIE
Attention: City Manager
304 Lindsey St.
Bowie, Texas 76230
CITY OF BRYAN
Attention: City Manager
P.O. Box 1000
Bryan, Texas 77805
CITY OF DENTON
Attention: City Manager
215 E. McKinney
Denton, Texas 76201
CITY OF GARLAND
Attention: City Manager
P.O. Box 469002
Garland, Texas 75046
CITY OF GREENVILLE
Attention: Director of Electric Utilities
P.O. Box 1049
Greenville, Texas 75401
26
Exhibit E
Example Calculation of Sellers' Average Cost
TMPA Capacity Charge
TMPA Coverage Refund
Purchased Capacity (Sec 10(a))
City Generation Debt Service
Bryan
Denton
Garland
Greenville
City Generation Operation & Maintainanoe
Bryan
Denton
Garland
Greenville
TOTAL FIXED COST
TMPA Energy Cost
Purchased Energy (Sec 10(a))
Cities Gas Cost
Bryan
Denton
Garland
Greenville
Economy Purchases
Lignite
Gas
Economy Sales
Lignite
Gas
TOTAL ENERGY COSTS
TOTAL COST
AVERAGE ENERGY COST
SYSTEM PEAK
SYSTEM LOAD FACTOR
$132,483,600.00 TMPA Billings to Cities
($27,836,713.16) TMPA Billings to Cities
$0.00
$4,175,000.00
City Records
$1,990,000.00
City Records
$5,285,000.00
City Records
$1,835,000.00
City Records
$2,000,000.00
City Records
$1,200,000.00
City Records
$3,200,000.00
City Records
$800,000.00
City Records
$124,931,886.84
MWh cost
2,800,000 $34,748,000.00
0 $0.00
650,000
200,000
860,000
80,000
2,600
200,000
$11,625,260.00
City Records
$4,200,000.00
City Records
$15,202,250.00
City Records
$1,680,000.00
City Records
$35,000.00 City Records
$4,000,000.00 City Records
(180,000) ($1,985,600.00) City Records
(450,000) ($9,000,000.00) City Records
4,172,500 $80,504,900.00
$185,436,786.84
$44.44
980,000 kW
48.80%
Th
Exhibit F
1 Example Calculation of Purchaser's Adjusted Average Energy Cost
2
System Average Load Factor
48.60%
3
Peak Demand
14,083
KW From Peak Month's Bill
4
Demand Billing Units
112,839
KW-MO from Billings
6
Energy Billing Units
47,270,000
KWH from Billings
6
Demand Rate
$11.78
per KW
7
Less Dist Charge
$0.00
per KW
8
Equivalent Transmission Rate
$11.78
per KW (Line 6 minus line 7)
9
Demand Bill at Trans Level
$1,329,243.42
Line 8 times Line 4
10
Actual Bill for Fuel & Energy
$779,966.00
From Billings
11
Average Cost for Fuel & Energy
$0.01650
Line 10 divided by Line 6
12
Energy Required to Produce
System Load Factor
59,960,628
Line 3 times Line 2 times 8760
13
Energy Bill at System L. F.
$989,348.71
Line 11 times Line 12
14
Total Bill at System L. F.
$2,318,692.13
Line 9 plus Line 13
16
Adjusted Average Energy Cost
$0.03867
Line 14 divided by Line 12
• The numbers in this Exhibit are for illustrative purposes only
Serving the cities of Bryan. Denton, Garland & Greenville
Ed L. Wagoner
General Manager
May 30, 1991
Mr. Bob Nelson, Executive Director
Department of Utilities
City of Denton
215 E. McKinney
Denton, TX 76201
JUN 3 ; a
RE: Contract for Sale and Purchase of Firm Power and Energy,
City of Bowie, Texas
Dear Bob:
It is my understanding that the attorney for the City of Bowie
insisted that this contract be executed "in counterparts",
whereby each party individually executed a contract and then
exchanged copies. In this case Bowie executed four contracts and
supplied one to each City. Each City then executed a contract
which was supplied to Bowie. A single contract, signed by all
five parties, does not exist under this arrangement.
If I can be of further assistance on this matter, please let me
know.
Sincerely yours,
Ed Wa ner
Executive Director/General Manager
ELW/wmc
Texas Municipal Power Agency P.O. Box 7000 Bryan, Texas 77805 )409) 873-2013
provisions or of the right of such party thereafter to enforce each and every
provision of this contract.
SECTION 24: Venue.
Venue for any cause of action instituted by reason of the existence of this
contract shall lie in Travis County, Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed in their corporate names and their corporate seals affixed, all by the
proper officer duly authorized thereunto, as of the day and year first
hereinabove written.
CITY OF BOWIE, TEXAS
r
(Seal By:
ATTEST:
BY~ll-Pti~i ~.vG~lz
City Secretary
(Seal)
ATTEST:
By :
City Secretary
Date of
Execution:~.2U
CITY OF BRYAN, TEXAS
By:
Mayor
Date of
Execution:
21