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1987-1531973L NO AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF DENTON APPROVING AN AMENDMBNT TO THE POWER SALES CONTRACT BY AND BETWEEN TEXAS MUNICIPAL POWER AGENCY, THE CITIES OF GARLAND, DENTON, BRYAN AND GREBNVILLE, AND PROVIDING FOR ITS EXECUTION ON BEHALF OF THIS CITY, ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE PURPOSE OF THE ORDINANCE, REPEALING CONFLICTING ORDINANCES OR RESOLUTIONS, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton, Texas has executed with each of the Cities of Bryan, Garland, and Greenville and Texas Municipal Power Agency a Power Sales Contract dated September 1, 1976, and WHEREAS, the Cities have various opportunities to construct or acquire generation facilities, extremely limited in size and scope, using alternative fuels which would provide economical power and energy, and WHEREAS, th~s governing body has and does hereby determine that it is in the best interest for the City and its inhabitants to approve the same, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That attached hereto and made a part hereof for all purposes, is a copy of an amendment to the Power Sales Contract SECTION II That the amendment to the Power Sales Contract by and between the Texas Municipal Power Agency and this City, the same being identical contracts between said Agency and the Cities of Bryan, Denton, Garland, and Greenville, being attached hereto, is hereby approved so long as such changes are not substantial and do not affect the substantive intent of the document as attached hereto The Mayor of this City is hereby authorized to execute said contract as the act and deed of this City and its governing body and may, upon the advice of the City Manager and City Attorney, approve minor changes to the same so long as such changes are not substantial and do not affect the substantive intent of the document as attached hereto SECTION III All ordinances or other actions heretofore taken Which are or may be contrary to the provisions hereto or the provls~ons of the amendment to the Power Sales Contract authorized to be executed are hereby repealed SECTION IV That thxs ordinance shall become e£fectlve ~mmediately upon its passage and approyal PASSED AND APPROVED this the/~day of , 1987 ATTEST JEN~F}{I~ ~L'TERS, CITY S'ECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This amendment to that certain contract, made and entered into as of the 1st day of September, 1976, "the Contract" by and between the Texas Municipal Power Agency, a municipal Corporation and political subdivision of the State of Texas herein called "Agency" and the City of Bryan, the City of Denton, the City of Garland and the City of Greenville, Texas each of which cities is a municipal corporation of the State of Texas and a home rule city herein collectively called ,'Cities" or individually called "City" WITNESSETH WHEREAS, as of September 1, 1976, the Cities of Bryan, Denton, Garland and Greenville and Texas Municipal Power Agency, executed a Power Sales Contract (the "PSK"), and WHEREAS, the Cities have various opportunities to construct or acquire small generation facilities, using alternative fuels which would provide economical Power and Energy to each City, and WHEREAS, the Agency has obtained the consent of Texas Commence Bank Association and National Australia Bank to such amendment, NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the Agency and each City agree as follows I Section 3(a) of the Contract is hereby amended to read as follows Section 3 Sale and Purchase of Power and Energy (a} During the time this Section is applicable to such City, each City agrees as follows (1) Each City shall purchase and receive from the Agency all Power and Energy which it shall require for the operation of its electric system in excess of the amount {1) supplied by those generation and transmission facilities (in this subsection 3(a) called the "clause (1} Facilities"), if any, owned by it on September 1, 1976, including, as parts of any clause (1) Facilities, those generating and transmission facilities, if any, under construction on such date, and Improvements or extensions of such generating facilities made or to be made after September 1, 1976, which ~ncrease the Rated Capacity of same so long as the increase during any period of two successive Contract Years does not exceed 10% of the same's Rated Capacity at the beginning of such period, provided the Cities and the Agency may, in writing, waive such 10% limit, (il) supplied from one or more generation facilities (in this subsection called "clause (ii) Facilities"), if any, each of which is primarily fueled from and the construction and operation of which is incidental to the disposal of solid waste and which was or is constructed after September 1, 1976, and owned by one or more of the Cities, including, as parts of any clause {il) Facility, any transmission facilities that are necessary for the transmission of Power and Energy therefrom, and (Ill) supplied from any other generation facilities (in this subsection called the "clause (ill) Facilities" and including, as parts of any such clause (ill) Facilities, any transmission facilities that are necessary for the transmission of Power and Energy therefrom), if any, owned by the City which are acquired or on which construction is begun after January 1, 1988, so long as (A) the Rated Capacity of any one such clause Facility does not exceed 3,000 kilowatts, (B) the City does not, during the term of this Contract, own or have an interest in two or more clause (ill) Facilities that have a combined Rated Capacity in excess of S,000 kilo- watts, and (C) no clause (l~l) Facility is fueled by lignite, coal, natural gas, o11, nuclear fuel, or any purchased fuels, and provided that each City stipulates and agrees with the Agency that Power and Energy generated by clause (~ll) Facilities shall not be taken into or transmitted through any of the C~ty's transmission lines or used by the City for the operation of its electrical system except to the extent expressly permitted under the provisions of subsection 3(A)(4) below (2} Each City binds itself to pay for all Power and Energy purchased or otherwise acquired by it from the Agency pursuant to this Section 3, said payment to be made at the rates and charges established pursuant to Section 7 of this Contract ($) Notwithstanding the foregoing provisions of subsection 3(a)(1) above, each City reserves and shall have the PAGE 2 right to purchase or exchange Power or Energy (1) on an emergency, maintenance, or stand-by basis or (il) on the basis of economic dispatch between the Cities and Brazos Electric Power Cooperative, Inc (Srazos)~ or any one or more of such entities or (iii) under the existing pooling agreement between the Cities and Brazos and future pooling agreements among the foregoing and others, a11, or any combination thereof, and the Agency, provided that each City stipulates and agrees with the Agency that Power and Energy generated by clause (ill) Facilities shall not be purchased, exchanged, taken into or trans- mitted through any of the City's transmission lines or used by the City for the operation of its electrical system except to the extent expressly permitted under the provisions of subsection 3(a)(4) below Each City agrees that Power and Energy generated by clause (111) Facilities (regardless of which City owns such clause (iii) Facilities) shall not be taken into or transmitted through any of such City's transmission lines or used by such City for the operation of its electrical system or exchanged or sold by such City to any other City or other entity except as follows (I) Power and Energy generated by clause (iii) Facil- ities may be taken and used by a City pursuant to this subparagraph (I) to the extent, and only to the extent, required to supply the excess, if any, of the City's requirements for Power and Energy at any time above the maximum amount of Power and Energy which is then available or could then be made available (if requested) from the Agency to supply such requirements, or (II) Power and Energy generated by clause (111) Facil- ities may be taken and used by a City pursuant to this subparagraph (II) during any month to the extent, and only to the extent (if any), that the City reduces the amount of Power and Energy which would otherwise have been taken and used by the City during such month as authorized in subsection $(a)(1) or subsection 3(a)($) hereof from then existing clause (1] Facilities or clause (11) Facilities which are capable of generating such Power and Energy at a cost to such City equal to or less than the cost of such Power and Energy if it had been purchased from the Agency, or (III) A City which owns or operates clause (111) Facil- ities may generate Power and Energy in such facilities and transmit same through 1ts trans- mission lines to the extent, and on1¥ to the PAGE 3 extent, that such City or other Cities are auth- orized and permitted to use such Power and Energy for the operation of its or their electrical system under the foregoing provisions of subparagraph (I) or subparagraph (II) of this subsection 3(a)(4). Each City stipulates and acknowledges that the purpose and intent of the foregoing subparagraphs (I), (II) and (III) are to insure and require that, during any month while a City takes and uses Power and Energy generated from anyone or more clause (iii) Facilities, the amount of Power and Energy purchased and received by such City from the Agency during such month will never be reduced below the amount thereof which would have been purchased and received by such City from the Agency if no clause (i i i) Facilities were ever owned or constructed by any of the Cities. II. All other terms, provisions, conditions, and obligations of the contract between the Cities and the Agency shall remain in full force and effect, and said contract and the Amendment Agreement shall be construed together as a single contractual agreement. IN WITNESS WHEREOF, the parties heretQ have caused this Amendment 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. TEXAS MUNICIPAL POWER AGENCY BY: /u-t &j /' ATTEST: BY: Jo~ SEeR ARY CITY OF BRYAN, TEXAS BY:~~ ~ PAGE 4 ATTEST: BY: ~Mli)~QQQtt CRETAR \ " ATTEST: BY, ~ !t)t1.ff<UJ ATTEST: BY: ~L~J &uA_~~ SECRETARY ::"'"~~~ SE R Y CITY OF DENTON, TEXAS ." ~~ CITY OF ~ARLAND. TEXA~ . ~~^\)\~UO\~ MAYOR CITY OF GREENVILLE. TEXAS BY,&g~ MAYOR PAGE 5