19-2735. �. � . # # � * � � � ,,
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WHEREAS, the City's Denton Energy Center — the quick start electric generation facility
- is an ERCOT generation resource that can start electric generation, for compensation, without
the support of the ERCOT transmission grid ("Black Start Resource");
WHEREAS, the City would like its Black Start Resource, the Denton Energy Center, to
provide Black Start Services ("BSS") ta ERCOT;
WHEREAS, for the City to provide BSS to ERCOT, the City and ERCOT need to enter
into an agreement to establish the terms and canditions by which each will discharge their
respective duties and responsibilities under the ERCOT rules;
WHEREAS, the City Council finds that City praviding BSS through its Black Start
Resource, the Denton Energy Center, to ERCOT is in the best interest of both the citizens and
ratepayers; NOW THEREFORE
! ! • � # !'��
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SECTION 2. The City Manager, or his designee, is authorized (a) to execute on behalf of
the City (i) ERCOT's Black Start Services agreement in substantially the same form as Exhibit
"A"; and, (ii} any other documents necessary for fulfilling the terms and conditions of the
agreement; (b) to receive funds from ERCOT in accordance with the agreement; and (c) to make
expenditures in accordance with the agreement;
SECTION 3. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall nat affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining partion despite such invalidity, and such remaining portion shall remain in full
farce and effect;
SECTION 4. This ordinance shall become effective January 1, 2020.
The motion to a rove this ordinance was made b ,�����° ��� �,� �� �'°" �µ�
pp � ��� and was a sed and ������ �� d�b the fo----� � ���
seconded by �"�� ,� � �� �� �����„,,�,„� � ��� � p approve y llowing vote
� � a
�_ � �. ` _ �'��
Mayor Chris Watts
Gerard Hudspeth, District 1
Keely G. Briggs, District 2
Jesse Davis, District 3
John Ryan, District 4
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
Aye Nay
Abstain Absent
PASSED AND APPROVED this the �,��� day of ��"�����'���",���`��� ,
2019.
� �� �
_ � ��.�.. � �� .:
CHRIS WATTS, MAYOR ���
ATTEST:
ROSA RIOS, CITY SECRETARY
,�"
"� '' �
BY;. ��' ��
��� . �,� ��� � � �
� �,. . . �
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY �°l�`C`("�;f�l`�i7�:�,y
� � '
BY: � .. ��, �.
v — ._ . . �
Exhibit "A"
.. � �:. � r, . 1 '.i � �:.
• I�: ��. • / 1 �.' Ij I � I � � ::• • : •
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R.:w:.'. �� �
S���rio� 22 (T!)e S�r�e�v� r� �c��n� �L��x S� T A��a���E�v�
Standard Form Black Start Agreement
Between
l_�+��l��m�� 1�D�wi�ic.r���ll 1:�,:1�,r;�a°i�
and
Electric Reliability Council of Texas, Inc.
g � g )� . of � ..............................�m.................�.�
This Black Start A reement "A reement" effective as of „
� ��("Effective Date"), is entered into by and between Denton Municiapl Electric, a, a
department of the City of I7enton Texas, a home-ruled municipal corporatian ("Participant") and
Electric Reliability Council of Texas, Inc., a Texas non-profit corporation (66ERCOT99�
Recitals
WHEREAS :
A, Participant is a Resource Entity as defined in the ERCOT Protocols, and Participant intends
to provide Black Start Service (BSS);
B. ERCOT is the Independent Organization certified under the Public Utility Regulatory Act,
TEx. UTIL. CoDE ANN. § 39.151 (Vernon 1998 & Supp. 2007) (PURA) for the ERCOT
Region; and
C.. The Parties enter into this Agreement in order to establish the terms and conditions by
which ERCOT and Participant will discharge their respective duties and responsibilities
under the ERCOT Protocols.
A�reements
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
ERCOT and Participant (the "r al LIES99) hereby agree as follows:
���1„��r� N lm�c���:���.�°�� ��a�;c,�y�ia� "�l:'��Traas.
A. Start Date: January l, 2020.
B. Black Start Resource.
(1) I7escription of Black Start Resource [including lacation, number of generators,
metering scheme, etc.]:
L���r�c��� 1:�3r��,��,r ��:����m�, as described in more detail on Exhibit 1.
(2) Nameplate Capacity in MW: ��,�. ���i��l��t��.
� ) Y ,....�� .
3 Deliver Point: See Exhi it lm
(4) Revenue Meter Location (use Resaurce IDs): Se� 1'�l�tl��t�lm.
El��(37' Io]or�AL, F��c��rc��c�L� —I�dc�vEt��Eit i, 2019 22D-1
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SE�T'iC?N 22 (I3}: STAIVL7 Li F�C?i2Iv1 �L,4�IC S'I' "I' AC`a1�EENIEtdT
�. Price:
Hourly Standby Price: ���, Ey������i�� �l.
D, �m��;�m�����,m� All notices required to be given under this Agreement shall be in writing, and shall
be deemed delivered three days after being deposited in the U.S. mail, first class postage
prepaid, registered (or certified) mail, return receipt requested, addressed to the other Party
at the address specified in this Agreement or shall be deemed delivered on the day of receipt
if sent in another manner requiring a signed receipt, such as courier delivery or Federal
Express delivery. Either Party may change its address for such notices by delivering to the
other Party a written notice referring specifically to this Agreement. Notices required
under the ERCOT Protocols shall be in accardance with the applicable Section of the
ERCOT Protocols.
If to ERCOT:
Electric Reliability Council af Texas, Inc.
7620 Metro Center Drive
Austin, Texas 78744-1654
Tel No. (512) 225-7000
If to Participant:
See Exhibit 1,
Section 2. Definitions.
A. Unless herein defined, all definitions and acronyms found in the ERCOT Protocols shall
be incorporated by reference into this Agreement.
B. "ERCOT Protocols" shall mean the document adopted by ERCOT, including any
attachments or exhibits referenced in that document, as amended from time to time, that
contains the scheduling, operating, planning, reliability, and Settlement (including
Customer registration) policies, rules, guidelines, pracedures, standards, and criteria of
ERCOT. Far the purposes of determining responsibilities and rights at a given time, the
ERCOT Protocols, as amended in accordance with the change procedure(s) described in
the ERCOT Protocals, in effect at the time of the performance or non-perfarmance of an
action, shall govern with respect ta that action.
Section 3. Term and Termination.
A. Term.
(1) This Agreement is effective beginning on the Effective Date,
(2) The full term ("Full Term") of this Agreement begins on the Start Date and
continues for a period of two years.
�R�CiT' I�C?L)?,I. PR�T�Cd}L,S I�C9r/E.. eeee... ....__.. � ,,. . m _ ....., �. ..���m..
tvt���t 1, 2019 22D-2
PUBLIC
5�;��cta�v 22 �l��o S�t�n�:�r�a.��� �`���z� l�z..a�.�:� S�•�,�e�° A������:r��
B, Q°�:��°���7a�����K���� l�w �'���li�:�i�,����t��l�, Participant may, at its option, terminate this Agreement
immediately upon the failure of ERCOT to continue to be certiiied by the Public Utility
Commission of Texas (PUCT) as the Independent Organization under PUR.A §39.151
without the immediate certification of another Independent Organization under PURA
§39.151.
ct of Termination, and, Survival of Terrns. If this Agreement is terminated by a Party
C. Effe ,
pursuant to the tertns hereof, the rights and obligations of the Parties hereunder shall
terminate, except that the rights and obligations of the Parties that have accrued under this
Agreement prior to the date of termination shall survive.
�r��l�c�ro� �. Ee�G������t�i�t�tt�t��, "'�.����°��M��i�,� ������ �:."c��'�¢t���t��.
A. ��;��"���i� i �r�� 7 ��r ���r���,.�;���t��i•����1�� �i�wc'� �e����tau�t��s that:
(1) Participant is duly organized, validly existing, and in good standing under the laws
of the jurisdiction under which it is organized, and is authorized to do business in
Texas;
(2) Participant has full power and authority to enter into this Agreement and perform
all of Participant's obligations, representations, warranties, and covenants under
this Agreement;
(3) Participant's past, present, and future agreements or Participant's organizational
charter or bylaws, if any, or any provision of any indenture, mortgage, lien, lease,
agreement, order, judgment, or decree to which Participant is a party or by which
its assets or properties are bound do not materially affect performance of
Participant's obligations under this Agreement;
(4) The execution, delivery, and performance of this Agreement by Participant have
been duly authorized by all requisite action of its governing body;
(5) Except as set out in an exhibit (if any) to this Agreement, ERCOT has not, within
the 24 months preceding the Effective Date, terminated for Default any Prior
Agreement with Participant, any company of which Participant is a successor in
interest, or any Affiliate of Participant;
(6) If any Defaults are disclosed on any such exhibit mentioned in subsection 4(A)(5),
either (a) ERCOT has been paid, before execution of this Agreement, all sums due
to it in relation to such Prior Agreement, or (b) ERCOT, in its reasonable judgment,
has determined that this Agreement is necessary for system reliability, and
Participant has made alternate arrangements satisfactory to ERCOT for the
resolution of the Default under the Prior Agreement;
(7) Participant has obtained, or will obtain prior to beginning performance under this
Agreement, all licenses, registrations, certiiications, permits, and other
authorizations and has taken, or will take prior to beginning performance under this
Agreement, all actions required by applicable laws or governmental regulations
ERCOT NODAL PROTOCOLS — NOVEMBER 1, 2019 22D-3
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��CTI�iV 22 CI3}e S'TANI�/�.igC? F'�5tit� �LACIC STAFt`f' A�FtEEM�N"I`
except licenses, registrations, certifications, permits or other authorizations that do
not materially affect perforrnance under this Agreement;
(8) Participant is not in violation of any laws, ordinances, or governmental rules,
regulations, or order of any Governmental Authority or arbitration board materially
affecting performance of this Agreement and to which it is subject;
(9) Participant is not Bankrupt, does not contemplate becoming Bankrupt nor, to its
knowledge, will become Bankrupt;
(10) Participant acknowledges that it has received and is familiar with the ERCOT
Protocols; and
(11) Participant acknowledges and affirms that the foregoing representations,
warranties, and covenants are continuing in nature throughout the term of this
Agreernent. For purposes of this Section, "materially affecting performance"
means resulting in a materially adverse effect on Participant's performance of its
obligations under this Agreement.
B. I �w�'� �..�.��M•�;�����1^�, ���� � ����1�,.,,.��r�cl �a�v� a�����1�_ lhat:
(1) ERCOT is the Independent Organization certiiied under PUR.A §39.151 for the
ERCOT Region;
(2) ERCOT is duly organized, validly existing, and in good standing under the laws of
Texas, and is authorized to do business in Texas;
(3) ERCOT has full power and authority to enter into this Agreement and perform all
of ERCOT's obligations, representations, warranties and covenants under this
Agreement;
(4) ERCOT's past, present and future agreements or ERCOT's organizational charter
or bylaws, if any, or any provision of any indenture, mortgage, lien, lease,
agreement, order, judgment, or decree to which ERCOT is a party or by which its
assets or properties are bound do not materially affect performance of ERCOT's
obligations under this Agreement;
(5) The execution, delivery, and perforrnance of this Agreement by ERCOT have been
duly authorized by all requisite action of its governing body;
(6) ERCOT has obtained, or will obtain prior to beginning performance under this
Agreement, all licenses, registrations, certifications, permits and other
authorizations and has taken, or will take prior to beginning performance under this
Agreement, all actions required by applicable laws or governmental regulations
except licenses, registrations, certifications, permits or other authorizations that do
not materially affect performance under this Agreement;
�k��(3T' 1�dO�AL P��'r��aLs —Nc�v�tvt��� l, 2019 22D-4
PUBLIC
SF,c�rcorr 22 (L�1: ST�.raz��x� Fo�� F3t,�cx S�rr��a�r A�Fg��t��nr�r
(7) ERCOT is not in violation of any laws, ordinances, or governmental rules,
regulations or order of any Governmental Authority or arbitration board materially
affecting performance of this Agreement and to which it is subject;
(8) ERCOT is not Bankrupt, does not contemplate becoming Bankrupt nor, to its
knowledge, will become Bankrupt; and
(9) ERCOT acknowledges and affirms that the foregoing representations, warranties,
and covenants are continuing in nature throughout the term of this Agreement. For
purposes of this Section, "materially affecting performance" means resulting in a
materially adverse effect on ERCOT's performance of its obligations under this
Agreement.
���,ti.c��� �w C�w��ta�i,������.,,�,,,�,.��'�aCi,��tl;i����^�..�.
A. Participant shall comply with, and be bound by, all ERCOT Protocols, ERCOT Operating
Guides, and the North American Electric Reliability Corporation (NERC) Reliability
Standards as they pertain to operation of a Black Start Resource by a Resource Entity.
B. Participant shall not take any action, without iirst providing written notice to ERCOT and
reasonable time for ERCOT and Market Participants to respond, that would cause a Market
Participant within the ERCOT Region that is not a"public utility" under the Federal Power
Act, 16 U.S.C. § 824(e)(2005), or ERCOT itself to become a"public utility" under the
Federal Power Act or become subject to the plenary jurisdiction of the Federal Energy
Regulatory Commission (FERC).
�+�.��i�.�a� f� I"x���"��".1" (���1i���t�c����,:.
A. ERCOT shall comply with, and be bound by, all ERCOT Protocols.
B. ERCOT shall not take any action, without first providing written notice to Participant and
reasonable time for Participant and other Market Participants to respond, that would cause
Participant if Participant is not a"public utility" under the Federal Power Act, or ERCOT
itself to become a"public utility" under the Federal Power Act or become subject to the
plenary jurisdiction of the FERC. If ERCOT receives any notice similar to that described
in Section 5(B) from any Market Participant, ERCOT shall provide notice of same to
Participant.
Section 7. Black Start Decertification.
If a Black Start Resource does not remain certified, or if it is in default as described in Section
10(A)(2)(e) during the term of this Agreement, then the Hourly Standby Fee is reduced to zero for
the remainder of the Full Term, and Participant will be required to refund to ERCOT certain
amounts paid by ERCOT under this Agreement during the Full Term as described in the ERCOT
Protocols.
ERCOT NODAL PROTOCOLS —NOVEMBER 1, 2019 22D-5
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`��.����c�N� ��t���.����i�.�c��7.,
A. Black Start, ResourcemmMaintenance_ Before the start of the contract year, Participant shall
furnish ERCOT with its proposed schedule for Planned Outages for inspection, repair,
maintenance, and overhaul of the Black Start Resource for the contract year. Participant
will promptly advise ERCOT of any later changes to the schedule. The specific times for
Planned Outages of the Black Start Resource must be approved by ERCOT. Such approval
may be withheld if necessary to assure reliability of the ERCOT System. ERCOT shall, if
requested by Participant, endeavor to accommodate changes to the schedule to the extent
that reliability of the ERCOT System is not materially affected by those changes. In all
cases, ERCOT must find a time for Participant to perform maintenance in a reasonable
timeframe as defined by Good Utility Practice.
B. �'1����um����m� � �:��i��.
Participant shall timely report to ERCOT those items and conditions necessary for
ERCOT's internal planning and compliance with ERCOT's guidelines in effect from time
to time. The information supplied must include, without limitation, the following:
(1) Availability Plan for each hour of the next Operating Day submitted by 0600 of the
preceding day; and
(2) Revised Availability Plan reflecting changes in hourly availability of Black Start
Capacity status as indicated in a revised Availability Plan as soon as reasonably
practical, but in no event later than 60 minutes after the event that caused the
change.
C. I �.�,:t:i!:��mm
Participant shall perform quarterly Black Start Resource Availability Tests as described in
these Protocols.
D„ C ���1 i v���;�°.
(1) ERCOT will make every effort to notify the Participant, through its Qualified
Scheduling Entity (QSE) or Transmission Service Provider (TSP), when the Black
Start Resource must black start. It is, however the responsibility of the Participant
to initiate the start-up process of Black Start Resources in preparation for system
restoration.
(2) If the ERCOT Transmission Grid at the Black Start Resource becomes deenergized
and if Participant cannot communicate with either ERCOT or the Transmission
Service Provider (TSP) and/or Distribution Service Provider (DSP) serving the
Black Start Resource, then Participant shall follow the procedures specified for the
Black Start Resource under ERCOT's Black Start plan in the Operating Guides, but
Participant shall not commence delivering electric energy into the ERCOT System
without speciiic instructions to do so from either ERCOT or the TSP and/or DSP
serving the Black Start Resource.
�F�Ci�'T No�A[, �r�c�Tc��c�Ls — I�TovEt��Ert 1, 2019 22D-6
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S�c:�z�zar� 22 (��: STa�vr��Fzra �°c��c� ��.�.c;x S�r���� Ac�a�:�;����r
�c��ia�;��n �� C�������i�,����.
A. I I����� �y ���z���ll� ������ 1_.'��t�����C�. ERCOT shall pay Participant the Hourly Standby Fee as
described below, except as specified otherwise in Section 7 above.
(1) Availability
(a) "Available" means, with respect to a given hour, that Participant has
declared, in its Availability Plan, that the Black Start Resource is able to
start without a connection to the ERCOT Transmission Grid.
(b) The Black Start Resource is not Available if:
(i) The Black Start Resource utilizes a power pool outside of ERCOT
to start and the transmission path(s) between the Resource and the
other power pool is not available due to an outage; or
(ii) The Black Start Resource utilizes a power pool outside of ERCOT
to start but fails to maintain a firm standby supply contract for that
power pool; or
(iii) The Black Start Resource has failed a Black Start Resource
Availability Test, as described in the ERCOT Protocols or Operating
Guides and has not passed a subsequent Black Start Resource
Availability Test; or
(iv) The Black Start Resource has failed to start when required under this
Agreement, and has not passed a subsequent Black Start Resource
Availability Test; or
(v) The Black Start Resource failed to perform when issued a Dispatch
Instruction to come On-Line any time other than for BSS and has
not passed a subsequent Black Start Resource Availability Test.
(c) ERCOT shall use the Black Start Resource's Availability Plan as the
source of Black Start Resource availability information.
(2) "Black Start Service Hourly Rolling Equivalent Availability Factor
(BSSHREAF)" means, with respect to a given hour, the quotient (expressed as a
percentage) of (a) the number of hours, including the given hour and the
immediately preceding 4,379 hours, in which the Black Start Resource was
Available, divided by (b) 4,380; provided that, to the extent that 4,379 hours have
not elapsed since the Start Date (the difference between 4,379 and the hours that
have elapsed being referred to herein as the "Assumed Hours"), the Black Start
Resource shall be deemed, for purposes of this calculation, to be Available for the
Assumed Hour unless the Black Start Resource has failed to perform in response
to a blackout event or when a Dispatch Instruction to come On-Line has been
issued. Participant's failure to perform shall be subject to possible claw-back of
ERCOT NODAL PROTOCOLS — NOVEMBER 1, 2019 22D-�
PUBLIC
scc�riorr 22 (I7}: S�r,a�vr� r� �or�n� �z.�cx ST��zzz� A��EE�r�rr��
its Hourly Standby Fee and reduced payment during the Assumed Hours period.
A Force Majeure Event is treated the same as any other cause for unavailability
for the purposes of calculating BSSHREAF.
(3) "Hourly Standby Fee" means, with respect to a given hour, the result determined
from the following table:
.� _.._�.__ .ww..... �
Black Start Service Hourly Rolling � Hourly Standby Fee
Availability Factor (BSSHREAF)
If BSSHREAF is more than or equal Hourly Standby Price ($)
to 85%
If BSSHREAF is less than 85% but Hourly Standby Price *[100%-(85%-
more than 35% BSSHREAF) * 2] ($)
If BSSHREAF is equal to or less than Zero
35%
Section 10. Default.
A. Eventmof Default.
(1) Failure by Participant to (i) pay when due, any payment or Financial Security
obligation owed to ERCOT or its designee, if applicable, under any agreement
with ERCOT ("Payment Breach"), or (ii) designate/maintain an association with a
QSE (if required by the ERCOT Protocols) ("QSE Affiliation Breach"), shall
constitute a material breach and event of default ("Default") unless cured within
one (1) Business Day after ERCOT delivers written notice of the breach to
Participant. Provided further that if such a material breach, regardless of whether
such breach is cured within the allotted time after notice of the material breach,
occurs more than three times within a rolling 12-month period, the fourth such
breach shall constitute a Default.
(2) A material breach other than a Payment Breach or a QSE Affiliation Breach
includes any material failure by Participant to comply with the ERCOT Protocols.
A material breach under this subsection shall constitute an event of Default by
Participant unless cured within fourteen (14) Business Days after delivery by
ERCOT of written notice of the material breach to Participant.
Participant must begin work or other efforts within three (3) Business Days to cure
such material breach after delivery of the breach notice by ERCOT, and must
prosecute such work or other efforts with reasonable diligence until the breach is
cured. Provided further that if a material breach, regardless of whether such breach
is cured within the allotted time after notice of the material breach, occurs more
than three (3) times within a 12-month period, the fourth such breach shall
constitute a Default.
ERCOT NODAL PROTOCOLS -NOVEMBER 1, 2019 22D-8
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: �
A material breach under this subsection shall not result in a Default if the breach
cannot reasonably be cured within fourteen (14) Business Days, and Participant:
(a) Promptly provides ERCOT with written notice of the reasons why the
breach cannot reasonably be cured within fourteen (14) Business Days;
(b) Begins to work or other efforts to cure the breach within three (3) Business
Days after ERCOT's delivery of the notice to Participant; and
(c) Prosecutes the curative work or efforts with reasonable diligence until the
curative work or efforts are completed.
(3) The occurrence and continuation of any of the following events shall constitute an
automatic Default by Participant:
(a) Participant becomes Bankrupt, except for the filing of a petition in
involuntary bankruptcy, or similar involuntary proceeding, that is dismissed
within 90 days thereafter;
(b) The Black Start Resource's operation is abandoned without an intent to
return it to operation during the Full Term;
(c) At any time, the Black Start Service Hourly Rolling Equivalent Availability
Factor (BSSHREAF) is equal to or less than 50%; or
(d) An Available Black Start Resource fails to perform successfully as required
during a Partial Blackout or Blackout.
(4) Except as otherwise excused herein, a material breach of this Agreement by
ERCOT, including any material failure by ERCOT to comply with the ERCOT
Protocols, other than a Payment Breach, shall constitute a Default by ERCOT
unless cured within fourteen (14) Business Days after delivery by Participant of
written notice of the material breach to ERCOT. ERCOT must begin work or other
efforts within three (3) Business Days to cure such material breach after delivery
by Participant of written notice of such material breach by ERCOT and must
prosecute such work or other efforts with reasonable diligence until the breach is
cured. Provided further that if a material breach, regardless of whether such breach
is cured within the allotted time after notice of the material breach, occurs more
than three (3) times within a 12-month period, the fourth such breach shall
constitute a Default.
(5) If, due to a Force Majeure Event, a Party is in breach with respect to any obligation
hereunder, such breach shall not result in a Default by that Party.
(6) Notwithstanding anything to the contrary, if Participant uses a Switchable
Generation Resource (SWGR) as the Black Start Resource, the requirements or
instructions of another Control Area Operator shall not constitute a Force Majeure
� ��3T' I�I�r�a,z. �x��r�cc��.s —1�TCavE��E� 1, 2019 22D-9
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S�CTION 22 (I)}: S7'A1VLlAFti3 �(?RM }�L;1CIC 5TA1Z'I' AGItEEMEI4'I'
Event or otherwise excuse the Participant from providing BSS or performing its
obligations under this Agreement.
B. Remedies for Default.
(1) ERCOT's Remedies for Default. In the event of a Default by Participant, ERCOT
may pursue any remedies ERCOT has under this Agreement, at law, or in equity,
subject to the provisions of Section 12, Dispute Resolution, of this Agreement. In
the event of a Default by Participant, if the ERCOT Protocols do not specify a
remedy for a particular Default, ERCOT may, at its option, upon written notice to
Participant, immediately terminate this Agreement, with termination to be
effective upon the date of delivery of notice. In the event of Participant's
bankruptcy, Participant waives any right to challenge ERCOT's right to set-off
amounts ERCOT owes to Participant by the amount of any sums owed by
Participant to ERCOT, including any amounts owed pursuant to the operation of
the Protocols.
(2) Participant's Remedies for Default.
(a) Unless otherwise specified in this Agreement or in the ERCOT Protocols,
and subject to the provisions of Section 12, Dispute Resolution, of this
Agreement, in the event of a Default by ERCOT, Participant's remedies
shall be limited to:
(i) Immediate termination of this Agreement upon written notice to
ERCOT;
(ii) Monetary recovery in accordance with the Settlement procedures set
forth in the ERCOT Protocols; and
(iii) Specific performance.
(b) However, in the event of a material breach by ERCOT of any of its
representations, warranties or covenants, Participant's sole remedy shall
be immediate termination of this Agreement upon written notice to
ERCOT.
(3) A Default or breach of this Agreement by a Party shall not relieve either Party of
the obligation to comply with the ERCOT Protocols.
C. ��`cai��LLc� 1�i�����rr�...
(1) If, due to a Force Majeure Event, either Party is in breach of this Agreement with
respect to any obligation hereunder, such Party shall take reasonable steps,
consistent with Good Utility Practice, to remedy such breach. If either Party is
unable to fulfill any obligation by reason of a Force Majeure Event, it shall give
notice and the full particulars of the obligations affected by such Force Majeure
Event to the other Party in writing or by telephone (if followed by written notice)
ERCOT NODAL PROTOCOLS -NOVEMBER 1, 2019 22D-lO
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SE�Tloiv 22 (i3}a STANL�AItD F'CiRIV[ �LACK STAFz'r AGTtEE�ENT
as soon as reasonably practicable, but not later than fourteen (14) calendar days,
after such Party becomes aware of the event. A failure to give timely notice of
the Force Majeure event shall constitute a waiver of the claim of Force Majeure
Event. The Party experiencing the Force Majeure Event shall also provide notice,
as soon as reasonably practicable, when the Force Majeure Event ends.
(2) Notwithstanding the foregoing, a Force Majeure Event does not relieve a Party
affected by a Force Maj eure Event of its obligation to make payments or of any
consequences of non-performance pursuant to the ERCOT Protocols or under this
Agreement, except that the excuse from Default provided by subsection 10(A)(5)
above is still effective.
D. 07�+1� t�� f�iai ���i^�� Except as expressly provided otherwise herein, each Party shall use
commercially reasonable efforts to mitigate any damages it may incur as a result of the
other Party's performance or non-performance of this Agreement.
��c,�a��c� ��l.�i �����txtl������ ��f ➢��.�������� ��i�cN �������aaµ��t a� nd Indemniiication:.
A. EXCEPT AS EXPRESSLY LIMITED 1N THIS AGREEMENT OR THE ERCOT
PROTOCOLS, ERCOT OR PARTICIPANT MAY SEEK FROM THE OTHER,
THROUGH APPLICABLE DISPUTE RESOLUTION PROCEDURES SET FORTH 1N
THE ERCOT PROTOCOLS, ANY MONETARY DAMAGES OR OTHER REMEDY
OTHERWISE ALLOWABLE UNDER TEXAS LAW, AS DAMAGES FOR DEFAULT
OR BREACH OF THE OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED,
HOWEVER, THAT NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY
SPECIAL,INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR 1NJURY
THAT MAY OCCUR, IN WHOLE OR IN PART, AS A RESULT OF A DEFAULT
UNDER THIS AGREEMENT, A TORT, OR ANY OTHER CAUSE, WHETHER OR
NOT A PARTY HAD KNOWLEDGE OF THE CIRCUMSTANCES THAT
RESULTED 1N THE SPECIAL,INDIRECT, PLTNITIVE OR CONSEQUENTIAL
DAMAGES OR INJURY, OR COULD HAVE FORESEEN THAT SUCH DAMAGES
OR INJURY WOULD OCCUR.
B. With respect to any dispute regarding a Default or breach by ERCOT of its obligations
under this Agreement, ERCOT expressly waives any Limitation of Liability to which it
may be entitled under the Charitable Immunity and Liability Act of 1987, Tex. Civ. Prac.
& Rem. Code §84.006, or successor statute.
C. The Parties have expressly agreed that, other than subsections A and B of this Section,
this Agreement shall not include any other limitations of liability or indemnification
provisions, and that such issues shall be governed solely by applicable law, in a manner
consistent with Section 13(A), Choice of Law and Venue, of this Agreement, regardless
of any contrary provisions that may be included in or subsequently added to the ERCOT
Protocols (outside of this Agreement).
ERCOT NODAL PROTOCOLS—NOVEMBER 1, 2019 22D-11
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�E�'fI�1V 22 (I�); S"I' I�ARI3 FdR�I �LA�IC START AGFt�ENI�I�i`I'
'����i�a�� 1 °�. I��i:� ��� 1��..���l�iii�am�t:.
k�
A. In the event of a dispute, including a dispute regarding a Default, under this Agreement,
Parties to this Agreement shall first attempt resolution of the dispute using the applicable
dispute resolution procedures set forth in the ERCOT Protocols.
B, In the event of a dispute, including a dispute regarding a Default, under this Agreement,
each Party shall bear its own costs and fees, including, but not limited to attorneys' fees,
court costs, and its share of any mediation or arbitration fees.
Section 13. Miscellaneous.
A. Choice of Law and Venue. Notwithstanding anything to the contrary in this Agreement,
this Agreement shall be deemed entered into and performable solely in Texas and, with
the exception of matters governed exclusively by federal law, shall be governed by and
construed and interpreted in accordance with the laws of the State of Texas that apply to
contracts executed in and performed entirely within the State of Texas, without reference
to any rules of conflict of laws. Neither Party waives primary jurisdiction as a defense;
provided that any court suits regarding this Agreement shall be brought in a state or
federal court located within Travis County, Texas, and the Parties hereby waive any
defense of forum non-conveniens, except defenses under Tex. Civ. Prac. & Rem. Code
§ 15.002(b).
B. :�.��i ���i�����i:.�:.
(1) Notwithstanding anything herein to the contrary, a Party shall not assign or
otherwise transfer all or any of its rights or obligations under this Agreement
without the prior written consent of the other Party, which shall not be
unreasonably withheld or delayed, except that a Party may assign or transfer its
rights and obligations under this Agreement without the prior written consent of
the other Party (if neither the assigning Party or the assignee is then in Default of
any Agreement with ERCOT):
(a) Where any such assignment or transfer is to an Affiliate of the Party; or
(b) Where any such assignment or transfer is to a successor to or transferee of
the direct or indirect ownership or operation of all or part of the Party, or
its facilities; or
(c) For collateral security purposes to aid in providing financing for itself,
provided that the assigning Party will require any secured party, trustee or
mortgagee to notify the other Party of any such assignment. Any
financing arrangement entered into by either Party pursuant to this Section
will provide that prior to or upon the exercise of the secured party's,
trustee's or mortgagee's assignment rights pursuant to said arrangement,
the secured creditor, the trustee or mortgagee will notify the other Party of
the date and particulars of any such exercise of assignment right(s). If
requested by the Party making any such collateral assignment to a
ERCOT NODAL PROTOCOLS - NOVEMBER 1, 2O 19 22D-12
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SECTION 22 (D): �TANP1/1.Il2L) �"'C11R1� ff$1LA�IC STA.R"[' �afilftF�IVdll;CC�t`S`
Financing Person, the other Party shall execute and deliver a consent to
such assignment containing customary provisions, including
representations as to corporate authorization, enforceability of this
Agreement and absence of known Defaults, notice of material breach
pursuant to Section 10(A), notice of Default, and an opportunity for the
Financing Person to cure a material breach pursuant to Section 10(A) prior
to it becoming a Default.
(2) An assigning Party shall provide prompt written notice of the assignment to the
other Party. Any attempted assignment that violates this Section is void and
ineffective. Any assignment under this Agreement shall not relieve either Party
of its obligations under this Agreement, nor shall either Party's obligations be
enlarged, in whole or in part, by reason thereof.
C. N�� ';9� 1� � ��� ;Nmm'�t� k,�rmml������ Cia�r�N��� Except with respect to the rights of the Financing Persons in
subsection 13(B)(1)(c), (a) nothing in this Agreement nor any action taken hereunder
shall be construed to create any duty, liability or standard of care to any third party, (b)
no third party shall have any rights or interest, direct or indirect, in this Agreement or the
services to be provided hereunder, and (c) this Agreement is intended solely for the
beneiit of the Parties, and the Parties expressly disclaim any intent to create any rights in
any third party as a third party beneficiary to this Agreement or the services to be
provided hereunder. Nothing in this Agreement shall create a contractual relationship
between one Party and the customers of the other Party, nor shall it create a duty of any
kind to such customers.
D, �a:� V'�����a�. Parties shall not be required to give notice to enforce strict adherence to all
provisions of this Agreement. No breach or provision of this Agreement shall be deemed
waived, modified or excused by a Party unless such waiver, modification or excuse is in
writing and signed by an authorized officer of such Party. The failure by or delay of
either Party in enforcing or exercising any of its rights under this Agreement shall (a) not
be deemed a waiver, modification or excuse of such right or of any breach of the same or
different provision of this Agreement, and (b) not prevent a subsequent enforcement or
exercise of such right. Each Party shall be entitled to enforce the other Party's covenants
and promises contained herein, notwithstanding the existence of any claim or cause of
action against the enforcing Party under this Agreement or otherwise.
]E, 11����1mr���. Titles and headings of paragraphs and sections within this Agreement are
provided merely for convenience and shall not be used or relied upon in construing this
Agreement or the Parties' intentions with respect thereto.
l�. ��vaax,���ra�mt.v, In the event that any of the provisions, or portions or applications thereof, of
this Agreement is finally held to be unenforceable or invalid by any court of competent
jurisdiction, that determination shall not affect the enforceability or validity of the
remaining portions of this Agreement, and this Agreement shall continue in full force and
effect as if it had been executed without the invalid provision; provided, however, if
either Party determines, in its sole discretion, that there is a material change in this
Agreement by reason thereof, the Parties shall promptly enter into negotiations to replace
ERCOT NODAL PROTOCOLS —NOVEMBER 1, 2019 22D-13
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� ; Ik 1 .
the unenforceable or invalid provision with a valid and enforceable provision. If the
Parties are not able to reach an agreement as the result of such negotiations within
fourteen (14) days, either Party shall have the right to terminate this Agreement on three
(3) days written notice.
�. [��ti���, �,�����a������,�1�. Any exhibits attached to this Agreement are incorporated into this
Agreement by reference and made a part of this Agreement as if repeated verbatim in this
Agreement. This Agreement represents the Parties' final and mutual understanding with
respect to its subject matter. It replaces and supersedes any prior agreements or
understandings, whether written or oral. No representations, inducements, promises, or
agreements, oral or otherwise, have been relied upon or made by any Party, or anyone on
behalf of a Party, that are not fully expressed in this Agreement. An agreement,
statement, or promise not contained in this Agreement is not valid or binding.
- r�a�,��c�N������t;. The standard form of this Agreement may only be modified through the
H. � ._�.��..�__.��_.��.��_
procedure for modifying ERCOT Protocols described in the ERCOT Protocols. Any
changes to the terms of the standard form of this Agreement shall not take effect until a
new Agreement is executed between the Parties.
I. ERCOT______'_s_ q��;]tl���a lO���lri �'���l�m���r����t. Participant shall keep detailed records for a period
of three years of all activities under this Agreement giving rise to any information,
statement, charge, payment or computation delivered to ERCOT under the ERCOT
Protocols. Such records shall be retained and shall be available for audit or examination
by ERCOT as hereinafter provided. ERCOT has the right during Business Hours and
upon reasonable written notice and for reasonable cause to examine the records of
Participant as necessary to verify the accuracy of any such information, statement,
charge, payment or computation made under this Agreement. If any such examination
reveals any inaccuracy in any such information, statement, charge, payment or
computation, the necessary adjustments in such information, statement, charge, payment,
computation, or procedures used in supporting its ongoing accuracy will be promptly
made.
f'����•q;i�a�a�r��"� �i������ ��� ������t 1�`[�� C�"������°. Participant's right to data and audit of ERCOT shall
be as described in the ERCOT Protocols and shall not exceed the rights described in the
ERCOT Protocols.
K« 1ma�rt���.r",�mm�m��kra�a���. Each Party agrees that during the term of this Agreement it will take
such actions, provide such documents, do such things and provide such further assurances
as may reasonably be requested by the other Party to permit performance of this
Agreement.
L. (."�a���fl �r��d�� This Agreement is subject to applicable federal, state, and local laws,
ordinances, rules, regulations, orders of any Governmental Authority and tariffs. Nothing
in this Agreement may be construed as a waiver of any right to question or contest any
federal, state and local law, ordinance, rule, regulation, order of any Governmental
Authority, or tariff. In the event of a conflict between this Agreement and an applicable
federal, state, and local law, ordinance, rule, regulation, order of any Governmental
�R�C�T I�dc�r�a�. Pt��°rc�cc��Js —�vE��E� 1> za 1 s 22D-14
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S��T[t��v 22 �)a S�r �a r� Fo�n� �L�c�c S� �r A����:��tv�r�
Authority or tariff, the applicable federal, state, and local law, ordinance, rule, regulation,
order of any Governmental Authority or tariff shall prevail, provided that Participant
shall give notice to ERCOT of any such conflict affecting Participant. In the event of a
conflict between the ERCOT Protocols and this Agreement, the provisions expressly set
forth in this Agreement shall control.
M, �ca ��c��°t,���.�°����,�,, This Agreement may not be interpreted or construed to create an
association, joint venture, or partnership between the Parties or to impose any partnership
obligation or liability upon either Party. Neither Party has any right, power, or authority
to enter any agreement or undertaking for, or act on behalf of, or to act as or be an agent
or representative of, or to otherwise bind, the other Party.
N. �"���t,��ar�a��mt:�����. In this Agreement, the following rules of construction apply, unless
expressly provided otherwise or unless the context clearly requires otherwise:
(1) The singular includes the plural, and the plural includes the singular.
(2) The present tense includes the future tense, and the future tense includes the
present tense.
(3) Words importing any gender include the other gender.
(4) The word "shall" denotes a duty.
(5) The word "must" denotes a condition precedent or subsequent.
(6) The word "may" denotes a privilege or discretionary power.
(7) The phrase "may not" denotes a prohibition.
(8) References to statutes, tariffs, regulations, or ERCOT Protocols include all
provisions consolidating, amending, or replacing the statutes, tariffs, regulations,
or ERCOT Protocols referred to.
(9) References to "writing" include printing, typing, lithography, and other means of
reproducing words in a tangible visible form.
(10) The words "including," "includes," and "include" are deemed to be followed by
the words "without limitation."
(11) Any reference to a day, week, month or year is to a calendar day, week, month or
year unless otherwise indicated.
(12) References to articles, Sections (or subdivisions of Sections), exhibits, annexes or
schedules are to this Agreement, unless expressly stated otherwise.
(13) Unless expressly stated otherwise, references to agreements, ERCOT Protocols
and other contractual instruments include all subsequent amendments and other
�R�C9TI°I���[.��O�rt7Ct��.s—_wuov�lvt���1,.2�0�9 �.....��.�� � ���� �. .�..........�a22D-15
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SECTION 22 (D): STANDARD FORM BLACK START AGREEMENT
modifications to the instruments, but only to the extent the amendments and other
modifications are not prohibited by this Agreement.
(14) References to persons or Entities include their respective successors and permitted
assigns and, for governmental Entities, Entities succeeding to their respective
functions and capacities.
(15) References to time are to Central Prevailing Time (CPT).
O. 6'�1�a1���� (�`�����a��z����w��:�„ This Agreement may be executed in two or more counterparts,
each of which is deemed an original but all constitute one and the same instrument.
SIGNED, ACCEPTED, AND AGREED TO by each undersigned signatory who, by signature
hereto, represents and warrants that he or she has full power and authority to execute this
Agreement.
Electric Reliability Council of Texas, Inc.:
By: _
Name:
Title:
Date:
Participant:
��� ,��� .� ��.. m-
[3y• �,� �
. ��
�,. ... ..� _ . ....._,_.__ _ _ . -- .... .... .....
Name: Todd Hileman
Title: City Manager
Date: � � � � "°� � �� �"�
Market Participant Name: Denton Municipal Electric
Market Participant DUNS: 071380190
ERCOT NODAL PROTOCOLS - NOVEMBER 1, 2019 22D-16
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Exhibit 1
Hourly Standby Price: $56.62/Hr
Resource(s): Denton Energy Center
Resource ID(s): DEC_AGR A, DEC_AGR B, (Alternate - DEC_AGR C)
County: DENTON
Substation Interconnected: JMCRSTL (Bus #916)
MW capability: 112.9
Description: The Denton Energy Center is a natural gas facility comprised of twelve 18.82 MW
Wartsila 18VSOSG-B reciprocating engines for a total of 225.82 MW. These twelve engines are
aggregated into four aggregates of 3 engines each. Each aggregate is rated at 56.45 MW, under
normal conditions.
Tested Next Start Unit(s): DEC AGR D
Notices io Participant under the Agreement shall be delivered to: Terry Naulty
(Terrance.Naulty@cityofdenton. com)
Certi�cations: Participant agrees that its employees/trainers will participate in Black Start training
provided by ERCOT (maximum of 3 days); and will communicate information received at this
training to all qualified operating personnel. Participant certifies that the Black Start Resource will
be staffed by qualified operating personnel, capable of starting the unit under Black Start
conditions, 24 hours/day.
ERCOT Protocols (22D) — Standard Form Black Start Agreement 17
February 14, 2013 ERCOT Public