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1986-1601523E 4 8 9 NO. AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CITIES OF GARLAND, BRYAN, GREENVILLE AND BRAZOS ELECTRIC POWER COOPERATIVE, INC. RELATING TO THE SALE OF ELECTRICAL POWER TO TEXAS NEW MEXICO POWER COMPANY; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Council of the City of Denton, Texas, hereby authorizes the Mayor to enter into an agreement between the Cities of Garland, Bryan, Greenville and Brazos Electric Power Cooperative, Inc. relating to the sale of electrical power to Texas New Mexico Power Company under the terms and conditions being contained in said agreement which is attached hereto and made a part hereof. SECTION II. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 1986. l \.C ps>-7vY RAY ST NS,/MAYOR CITY OP DENTON, TEXAS ATTEST: ( TE tiLLEN, CITY C ~R CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS BY: CONTRACT BY AND AMONG THE CITY OF BRYAN, BRAZOS ELECTRIC POWER COOPERATIVE, INC. AND THE CITIES OF GARLAND, GREENVILLE AND DENTON, TEXAS THIS AGREEMENT, made and entered into as of the day of 1986, by and among the City of Bryan and Brazos Electric Power ooperative, Inc., a Texas Corporation, (hereinafter called "Brazos") and the Cities of Garland, Greenville, and Denton, all municipal corporations organized under the laws of the State of Texas. WITNESSETH: WHEREAS, Bryan has entered into a contract with Texas New Mexico Power Company., a Texas Corporation, hereinafter TNP, providing for the sale by Bryan to TNP of a specified quantity of electrical power and energy, which contract is attached hereto, marked as Exhibit A, and made a part of this agreement by reference, hereto as though reproduced hereon verbatum and WHEREAS, Bryan desires to enter into an agreement with the other - four members of the Texas Municipal Power Pool to share the responsibilities and revenues of the aforementioned contract with TNP, and WHEREAS, Bryan desires to have Brazos administer the aforementioned contract with TNP and distribute income from such sales of power and energy in accordance with that certain prior agreement among Brazos and the cities of Bryan, Denton, Garland, and Greenville; said agreement entered into January 1, 1985 for the express purpose of administration of a power sale contract with West Texas Utilities. - r, NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties hereto as hereinafter set forth, the parties do hereby contract and agree as follows: ARTICLE I Bryan desires to convey to Brazos, Denton, Garland, and Greenville a portion of the revenues and Brazos, Denton, Garland, and Greenville desire to accept the responsibilities of the aforementioned sale of power and energy to TNP. ARTICLE II ADMINISTRATION OF TNP CONTRACT In order to provide for an agreed administration of the contract between Bryan and TNP, Bryan designates the agreement of January 1, 1985 by and among the members of TMPP as referred to hereinabove as the controlling document for purposes of administration and revenue distribution. The administrative and revenue distribution provisions of that agreement are adopted herein by reference hereto as though reproduced hereon fully. ARTICLE III TERM This Agreement for administration and revenue shall remain in full force and effect concurrently with and for so long a time as the attached contract marked "Exhibit A" with TNP is effective. -2- IN WITNESS WHEREOF, the parties hereto have executed this Agreements. on the day and year above written. ATT ST: s~ CITY OF DENTON % . 1 !/~Ai ~'l/~( !lam /,&J.t - BY k~ ~''v5r , i^•ul v..Gr~I~~zEiJ y V4 Y T Y R ..tea F.~~a v4.`r".TTTE9'T : CITY OF GARLAND Bl'~l V- CITY/10~ GREENVI BY CITY OF BRYAN BY ✓ ~~t~i~vL BRAZOS TR C P WER COOPERATIVE INC. C - ~ B.4 G 0A A -3- EXHIBIT "A" AGREEMENT FOR SALE OF POWER AND ENERGY This Agreement is entered into this, the 71 day of j,4' , 1986 by and between the City of Bryan, Texas (hereinafter Bryan) and Texas New Mexico Power Company, a Texas Corporation (hereinafter TNP). WITNESSETH: Whereas, Bryan owns and operates a municipal electric system which has generation in excess of that necessary to meet its load and reserve requirements and other contractual requirements for the period of this agreement and, Whereas, TNP operates an electric system which uses as one source of power and energy purchases from other utilities and, Whereas, TNP desires to purchase from Bryan power and energy and, Whereas, Bryan can and does agree to provide such power and energy. Now, therefore in consideration of the premises and the mutual covenants herein contained the parties hereto do hereby agree and bind themselves as follows: ARTICLE I 1.1 Bryan hereby agrees to provide and TNP agrees to accept a maximum of sixty thousand (60,000) kilowatts of power and energy for the term of this contract at one or both.of TNP's metering points with Houston Lighting S Power in TNP's southeast division at a level of firmness equal to Bryan's native load and the Texas Municipal Power Pool load. Bryan agrees to provide energy up to the sixty (60) megawatt level requested by TNP during the term of this contract. Requests for changes in power and energy by TNP shall be made at least 24 hours in advance, and minimum loads during any 24 hour period in which power is requested will be 508 of the maximum load for that period. Bryan will make all necessary arrangements for wheeling of power from its generation source to TNP's.metering points and will pay all costs of such wheeling. 1.2 This agreement shall become null and void if (a) Bryan determines that there is insufficient transmission line capability in the ERCOT facilities. to accomodate the energy transfers expected to occur under the terms of this agreement and/or (b) Bryan is unable to negotiate satisfactory arrangements for the transmissionf services by third parties contemplated in Paragraph 1.1. ARTICLE II TERM 2.1 This agreement shall become effective at 12:01 AM, July 1, 1986 and terminate at 11:59 pm, December 31, 1986. ARTICLE III COMPENSATION FOR POWER AND ENERGY 3'.1 In consideration for Bryan providing this capacity, TNP agrees to pay Forty Eight Dollars ($48.00) per Kilowatt for the amount of Kilowatts specified in Article I. i 3.2 In consideration for the energy delivered under the terms of this contract, TNP will pay Bryan an energy charge of $.0225 per Kilowatt hour for all energy delivered under this agreement. 3.3 It is the intent of the parties to this contract that a power sale agreement for a long term commitment be entered into not later than January 1, 1987. In the event such agreement has not been executed by January 1, 1987, TNP will pay Bryan an additional $48.00 per Kilowatt for all power delivered under Article I. 3.4 In the event that purchase of power under this agreement causes TNP to pay for power not actually taken from its other power supplier under the terms of TNP's contract with its other power supplier, Bryan will forgive the capacity charge, exclusive of the amount paid to others for wheeling, up to twenty-five percent (258) of the amount of power contracted for in Article I. ARTICLE IV I PAYMENT TERMS 4.1 Bryan will invoice TNP $8.00 per Kilowatt of capacity and for all energy delivered by the 10th of the month following the month of. usage under Article I of this contract with payment being due and payable by the 25th of that month. ARTICLE V CONTINUITY OF SERVICE, FORCE MAJEURE 5.1 Each party will exercise reasonable diligence and care to avoid interruptions of delivery of power and energy hereunder, but will not be liable for any damage or loss that may be occasioned by any failure or interruption caused by fires, floods, lightning, storms, or other acts of God; or,by strikes, riots, civil disturbances, action of public authority, litigations, ' breakdown, or other causes beyond its reasonable control. ARTICLE VI REMEDIES FOR BREACH 6.1 In addition to and not excluding any remedy herein provided, it is agreed that if either party fails to perform any of its obligations hereunder, including the prompt payment of monthly bills or delivery of electric power, the injured party may suspend payment of bills or delivery of energy hereunder, and said party will not be liable in any manner for loss-or damage arising from such nonpayment or suspension, provided that the injured party shall specifically notify the other party of such failure in writing at least ten (10) days prior to such suspension or nonpayment. Should any power requirement of TNP under this agreement not be met, then and in the event TNP is damaged economically by same, Bryan shall pay to TNP $48 per kilowatt for any power duplicated up to a maximum of the total power requested under Article I above. No such suspension or nonpayment will interfere with the enforcement by either party of any other legal right or remedy. No delay by either party in enforcing any of its rights hereunder, and no waiver of any right to enforce any breach hereof, will be deemed a waiver of such rights nor will any waiver by either party of any delay by the other party be deemed a waiver of any other or subsequent default, all rights and options herein provided to the benefit of either party being continuing to the end that failure to exercise any such right or option shall not be construed as waiving the right or option upon any subsequent delay or breach whether of like or different character. ARTICLE VII Bryan reserves the right to assign portions of this contract responsi- bility to other members of the Texas Municipal Power Pool, provided however that such assignment shall be subject to the same terms and conditions contained in this agreement unless modified by agreement in writing by TNP and the assignee. ARTICLE VIII This contract and its terms shall be interpreted in accordance with Texas law. All notices and other communications required or permitted by this agreement except as otherwise specified shall be sufficiently given by certified mail, return receipt requested as follows: To the City of Bryan: City of Bryan P.O. Box 1000 Bryan, Texas 77805 Attn: Mr. Ernest Clark, City Manager -5- To TNP: Texas New Mexico Power Company 4100 International Plaza, Tower II Fort Worth, TX 76109 ATTENTION: Rickey J. Wright Attn: Signed by the parties hereto on the date and year first written above by: APP30 AS TO dY I~r r ~ .ity A< ey, City of Bryan Attested by: ATTESTn CITY 5ECRETARx Attested by: ~//1, City of Bryan, Texas By: ✓ i ~~ft.. Title: Texas New Mexico Power Company By Title: