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20-705ORDINANCE NO. 20-705 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, APPROVING A POWER PURCHASE AGREEMENT BETWEEN THE CITY AND TEXAS WOMAN'S UNIVERSITY, A TEXAS HIGHER EDUCATION INSTITUTION; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND , PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton, a Texas home-rule municipal corporation, ("City") and Texas Woman's University, a Texas institution of higher education, ("TWU") are both governed by the constitution and laws of the State of Texas; and WHEREAS, the City owns and operates an electric utility which provides electric energy and related services to TWU; and WHEREAS, the City and TWU have agreed to terms and conditions for the City's provision of electric energy and related services to TWU and those are set forth in a power purchase agreement ("PP A") which is attached as Exhibit "A" and incorporated herein for all purposes; and WHEREAS, on November 12, 2019, the City's Public Utilities Board ("PUB") discussed the terms and conditions set out in the attached PP A in closed session and make recommendation during the same which have been communicated to the City Council; the PUB, due to the COVID- 19 issues, has not had an opportunity to meet and review actual PP A being considered by the City Council; WHEREAS, the City Council finds the PP A should be sealed and exempted from public disclosure, as permitted by the provisions of §552.133 of the Texas Government Code, as a document that is reasonably related to a competitive electric matter, the disclosure of which would provide an advantage to the competitors or prospective competitors of the City's municipal electric operation ("Competitive Information"); and WHEREAS, the City Council finds that it is in the public interest that it exercises its right under the Texas Government Code to lawfully safeguard and keep the PPA sealed, as it contains competitive electric commercial and financial information; and WHEREAS, the City Council finds that it is in the public interest that a copy of the PP A, redacted of Competitive Information, be made available to the public; and WHEREAS, the City Council further finds that the PP A is in the best interest of the ratepayers; NOW, THEREFOR, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble of this ordinance are incorporated herein by reference as findings of the City Council. SECTION 2 . The City Council approves and authorizes the City Manager, or his designee, and City Secretary , or her designee, to execute, attest and deliver, respectively, the power purchase agreement, attached as Exhibit "A", with Texas Woman's University. SECTION 4. The City Council approves and authorizes the City Manager, or his designee, to take such additional actions as the City Manager, or his designee, determines to be necessary and advisable to continue to effectuate the purpose, terms and conditions of the PPA. SECTION 5. Immediately following the execution, attestation, and delivery of the PPA, the City Secretary is directed to seal and maintain the PPA in her custody and control, as documents excepted from public disclosure under the provisions of Texas Government Code, Section 552 .133 unless otherwise la wfully ordered to disclose said documents . SECTION 6. A copy of the PPA, redacted of Competitive Information, attached Exhibit "B ", shall be available to the public for inspection and copying. Absent lawful order, the original PPA shall not be available for public inspection or copying and will be sealed as provided for in the preceding section. SECTION 7. The expenditure of funds as provided for in this ordinance is authorized. SECTION 8. This Ordinance shall become effective immediately upon its passage and approval. The motion to app~ve this Ordinance was made by J €.SS~ .J>t;v IS and seconded by JOH Ill /(.Yfln/ , the Ordinance was passed and approved by the following vote [_1_ -_Q_J : Aye Nay Abstain Absent Chris Watts , Mayor: ✓ Gerard Hudspeth, District 1: ✓ Keely G . Briggs, District 2: Jesse Davis, District 3: ✓ John Ryan, District 4: ✓ Deb Armintor, At Large Place 5: v Paul Meltzer , At Large Place 6 : 2020 . CHRIS ATTEST: ROSA RIOS , CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY:~             EXHIBIT “A” EXHIBITB POWER PURCHASE AGREEMENT This Power Purchase Agreement ("Agreement") is between the City of Denton, a Texas home-rule municipal corporation ("City"), and Texas Woman's University, a Texas higher education institution ("TWU"). The Parties agree as follows: Recitals Whereas, the City owns an electric utility that has a legislatively created franchise to provide electric power to all customers in the City's electric utility franchise territory; Whereas, TWU, having Facilities located in the City's electric utility franchise territory, must purchase all its electric power from the City; Whereas, the City has been providing electric power and related services to the two primary voltage interconnection points with TWU under the terms of power purchase agreement dated February 3, 2015 and as amended on September 11, 2018 ("2015 PPA"); Whereas, the Parties desire to terminate and replace the 2015 PPA with this Agreement; Now, therefore, for and in consideration of the recitals set forth above, the covenants, terms, conditions and releases herein contained, the receipt and sufficiency of which are acknowledged, the Parties warrant, represent and agree to the following terms : Agreement Section 1. Definitions "Business Day" means a day on which the City is open for business as prescribed by the annual calendar of holidays published by the City from time to time; and a Business Day shall begin at 8:00 a.m. and close at 5:00 p.m. local time for each Party's principal place of business . POWER PURCHASE AGREEMENT Page 1 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. "Damages" shall mean any and all claims, liabilities, losses, damages, causes of action, fines, interest, awards, penalties, litigation, lawsuits, administrative proceedings, administrative investigations, costs and expenses {including reasonable attorney's fees court costs and other costs of suit, arbitration, dispute resolution or other similar proceedings), including for injury, illness or death and including those owed to third parties {whether asserted in contract, in warranty, in tort, by statute or otherwise), but in all events subject to the Liability Limitations in this Agreement. "Delivery Point(s)" means the point{s) where the electricity leaves the lines and/or apparatus owned by City and enters the lines and/or apparatus owned by TWU. "Effective Date" means October 1, 2019 . "Facilities" shall mean the above ground and the underground distribution lines, the transmission lines, all equipment, and infrastructure of City located on TWU property. "Force Majeure" means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which is not within the reasonable control of or the result of the negligence of the claiming Party, and which by the exercise of due diligence the claiming Party is unable to overcome or avoid or cause to be avoided . Force Majeure shall include, without limitation, strike, stoppage in labor, riot, significant fire, flood or ice damage, tornados, invasion, insurgency, civil war, commotion, insurrection, blockades, embargoes, sabotage, epidemics, explosions, acts of terrorism, military or usurped power, order of any court granted in any bona fide adverse legal proceeding or action, order of any civil, military, or governmental authority, acts of God or public enemies, acts or omissions of a transmission and distribution utility, and material changes in law; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure event . "Good Utility Practice" has the meaning ascribed thereto in Public Utility Code of Texas, Substantive Rule 25.5(31) or its successor. "Law" means any law, rule, regulation, order, writ, judgment, decree, or other legal or regulatory determination by a court, regulatory agency, regional transmission organization, or governmental authority of competent jurisdiction . "Power" means energy expressed in megawatt hours {MWh) or capacity expressed in megawatts {MW), as applicable . Energy supplied shall be of the character commonly known as three-phase, sixty-hertz electric energy that is delivered at the nominal voltage of the Delivery Point{s). POWER PURCHASE AGREEMENT Page 2 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. Section 2. 2015 PPA The Parties agree that the: (a) 2015 PPA is terminated as of the Effective Date of this Agreement without any further action required by either Party to terminate the same; and (b) All obligations under the 2015 PPA have been met and that there are no continuing obligations of ether Party. Section 3. Term of Agreement The term of the Agreement shall be from the Effective Date to September 30, 2021 . Section 4. Provision of Electric Service 4.2 Title and Risk of Loss. City warrants that it will deliver Power to TWU free and clear of all liens, claims, and encumbrances arising prior to the Delivery Point(s). Title to and any risk of loss related to the delivery of the Power shall transfer from City to TWU at the Delivery Point(s). 4.3 Condition of Equipment. TWU represents to City that TWU's 13.2kV electrical facilities comply with all applicable codes and standards. 4.4 Grant of Access . TWU shall, when necessary, execute and deliver to City rights of access covering all Facilities in all locations served by City on TWU owned and/or controlled property. Upon notice to TWU, City shall have the right to enter TWU's premises for temporary construction and to effect repairs to the Facilities as needed . POWER PURCHASE AGREEMENT Page3 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. Section 6 -Metering 6.1 Measurement. Charges for Power are calculated using measurements from metering equipment owned, installed and read by City. City shall report measurement data to TWU in each monthly invoice. Electric meter services will be performed by City, at its sole expense, in accordance with the applicable rate tariff as calculated under Section 5 and Good Utility Practices. 6.2 Meter Testing. City will test its meters in accordance with the schedule and standards of the American National Standards Institute, Inc. Upon notice from TWU, City will, at TWU's sole expense, perform additional tests of the accuracy of its meters within a reasonable time after notice is received . Following the completion of any test, City will promptly advise TWU of the date of the test, test results, who performed the test, and the date of the removal of any meter(s). 6.3 Invoice Adjustment Due to Meter Inaccuracy. If any meter is determined to be outside the accuracy standards established by ANSI, proper correction will be made of the measurement data, and TWU or City may adjust their respective charges based on the corrected meter data . Section 7 -Billing 7.1 Invoicing. Within fifteen (15) Business Days after the end of each month of the Term, the City shall deliver to TWU an invoice reflecting the amounts due for the prior month for Power delivered to POWER PURCHASE AGREEMENT Page4 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. TWU's payment for each invoice shall be du e on th e 10th day following TWU's receipt of an i nvoice for such electric service. 7.2 Late Payments . Late payments will be assessed a late payment charge of $20.00 and interest shall be assessed on any past due account balance, excluding the late payment charge, on the fifth (5 th ) day following the due date. Interest shall be due and payable on the due date of the current month's billing statement and will be at rate of one (1%) percent each month on all due charges and account balance unpaid at the time of the current month's billing calculation . 7.3 Disputed Amounts. Either Party may, in good faith, dispute the correctness of any invoice. In the event an invoice, portion of an invoice, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of such invoice shall be required to be made when due, with notice of the objection given to the ot her Party in writi ng an stating the basis for the dispute, including all supporting calculations. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment plus interest thereon accrued from and including the due date to, but excluding, the paid date, shall be included in the next invoice issued after the dispute has been resolved. Section 8 -Events of Default and Remedies 8.1 Eve nt of Default. If any of the following events occur, then an Event of Default shall exist as to such Party ("Defaulting Party") and the other Party ("Non-Defaulting Party") shall be entitled to exercise the remedies set forth in this Section. (a) Failure to Pay . A Party fails to make, when due, any payment required pursuant to this Agreement (other than the amounts disputed in good faith), and such failure is not remedied within five (5) Business Days after written notice of such failure from the other Party. (b) Material Breach. A Party is in material breach of its obligations under this Agreement (other than an obligation to make payment, an obligation that is otherwise specifically set forth in this Section 4 as a separate Event of Default or an obligation in respect of which this Agreement provide a remedy that is stated to be an exclusive remedy), and such breach is not remedied within thirty (30) days after written notice of such breach from the other Party (provided, however, that (i) to the extent such breach is not reasonably capable of being remedied within the thirty (30) day remedy period specified above, but is reasonably capable of being remedied, and (ii) such Party has commenced and is continuing reasonable efforts to remedy such breach, such Party shall have ninety (90) days after written notice of such breach from the other Party to remedy such breach). 8.2 Remedies . If an Event of Default occurs and is continuing, the Non-Defaulting Party shall have the right to exercise one or more of the following remedies: (a) Termination. To terminate this Agreement, the Non-Defaulting Party shall provide notice to the Defaulting Party as soon as is practicable. The date of early termination shall be no POWER PURCHASE AGREEMENT Page 5 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. earlier than the date such notice is effective and not later than twenty (20) days after the date such notice is effective. (b) Other Remedies. The Non-defaulting party may exercise remedies as otherwise provided for in this Agreement or available at law or in equity, including the recovery of Damages suffered by the Non-Defaulting Party as a result of the termination, as calculated by the Non- Defaulting Party, and any other amounts previously accrued under this Agreement and owed to the Non-Defaulting Party. Each Party shall use commercially reasonable efforts to mitigate its Damages resulting from the other Party's breach of or default under this Agreement, including upon any termination hereof as a result of an Event of Default of the other Party. Section 10 -Force Majeure In the event that either of the Parties should be delayed in or prevented from performing or carrying out any of the agreements, covenants, and obligations under this Agreement by reason of Force Majeure, then, during the pendency of such Force Majeure but for no longer period, the obligations of the Party affected by the event shall be suspended to the extent required. Neither Party shall be liable to the other Party for, or on account of, any loss, damage, injury, or expense resulting from or arising out of any such delay or prevention from performing; provided, however, the pendency of such Force Majeure will be of no greater scope and of no longer duration than is reasonably required by the Force Majeure, and the Party suffering such delay or prevention shall use its commercially reasonable efforts to provide the other Party with written notice within such period as is commercially reasonable under the circumstances after the occurrence of such event and shall take all commercially reasonable efforts to mitigate the effects of such event of Force Majeure and to remove the cause(s) thereof. Neither Party shall be required by the foregoing provisions to settle a strike affecting it except when, according to its best judgment, such a settlement seems advisable . POWER PURCHASE AGREEMENT Page 6 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or S52.133, and may be protected from required public disclosure. Section 11-Limitations and Warranties 11.1 Limitation of TWU Liability. EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR AS DETERMINED AT THE CONCLUSION OF ANY DISPUTE RESOLUTION PROCESS OUTLINED HEREIN, THE SOLE LIABILITY OF TWU AND THE SOLE REMEDY OF CITY UNDER THIS AGREEMENT IS FOR TWU TO TIMELY PAY AND CITY TO COLLECT, WHEN DUE, AMOUNTS CHARGED FOR POWER ACTUALLY DELIVERED BY CITY TO TWU AND FOR SERVICES RENDERED BY CITYTO TWU, OR OBLIGATIONS ARISING UNDER AND DESCRIBED IN SECTION 4, "PROVISION OF ELECTRIC SERVICE " OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, TWU SHALL NOT BE LIABLE TO CITY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, WHETHER BASED ON STATUTE, IN TORT OR CONTRACT, OR ANY OTHER ACT OR THING DUE TO CAUSES BEYOND TWU's CONTROL, OR TO THE NEGLIGENCE OF TWU, ITS EMPLOYEES OR CONTRACTORS, EXCEPT TO THE EXTENT THAT THE DAMAGES ARE OCCASIONED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TWU. 11.2 Limitation of City Liability. TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF TEXAS, CITY'S LIABILITY FOR DAMAGE OR INJURY, INTERRUPTION OF SERVICE, AND DISCLAIMER OF WARRANTIES SHALL BE AS SET FORTH IN THE APPLICABLE PROVISIONS OF THE GENERAL TERMS AND CONDITIONS OF CITY'S SCHEDULE OF RATES FOR ELECTRIC SERVICE AND PROVISIONS OF APPLICABLE TEXAS AND FEDERAL LAW. Section 12 -Audit Each Party (and its representatives} has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent necessary to verify the accuracy of any statement, charge, or computation made pursuant to this Agreement. If requested, a Party shall provide to the other Party statements evidencing the quantities of Power delivered at the Delivery Point(s). If any such examination reveals any inaccuracy in any statement, either on the part of the City or TWU, then the necessary adjustments with such statement and the payments thereof will be promptly made and shall bear interest calculated in accordance with Texas Government Code, Chapter 2251, from the date the overpayment or underpayment was made until the amount is fully paid; provided, however, that no adjustment for any statement or payment will be made unless an objection to the accuracy thereof was made prior to the lapse of two (2) years from the date of issuance of the statement audited. Section 13 -Confidentiality To the extent permitted by law, the Parties agree to maintain the confidentiality ofthis Agreement and all information acquired in the performance of the Agreement relating to the activities or operations of the other Party. This document is intended to be a Power Purchase Agreement and is therefore exempt from public disclosure under the provisions of Texas Government Code, Sec . 552.133(a-l)(l)(C) and (F). The Parties each agree not to divulge any such information to any third party without first providing written notice to the other Party and giving such Party the reasonable opportunity to avail itself of all rights and remedies as set forth in Chapter 552 of the Texas Government Code, commonly referred to as the Texas Public Information Act. POWER PURCHASE AGREEMENT Page 7 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. Section 14 -Representations and Warranties Each Party represents and warrants to the other Party that: (a) it has taken all necessary action, to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (b) this Agreement is the valid and binding obligation of each Party, enforceable in accordance with its terms, subject to laws of general application relating to creditor's rights, bankruptcy, insolvency and the relief of debtors; (c) neither the execution and delivery of this Agreement nor compliance with its respective terms and provisions will violate, be prohibited by, conflict with, result in a breach or termination of, or a default under any of the terms, conditions or provisions of its organizational documents; any statute, regulation, judgment, order, decree, injunction , stay, restraining order or ruling to which it is a party or subject; or any material agreement to which it is a party; and (d) it is the full and sole owner of the claims, demands, actions, or causes of action arising from or in any way relating to the circumstances and conditions made the basis of this Agreement. Section 15 -Miscellaneous 15.1 Entire Agreement . This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and shall completely and fully supersede all prior understandings or agreements, both written and 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. The section titles in this Agreement are only for purposes of convenience and do not form a part of this Agreement and will not be taken to qualify, explain or affect any provision thereof. 15.2 Severability. If any article, section, phrase or portion of this Agreement is held to be invalid, illegal or unenforceable for any reason, such article, section, phrase or portion so adjudges will be deemed separate, severable and independent and replaced automatically by a legal, valid and enforceable provision which most nearly accomplishes and reflects the original intention of the Parties. This Agreement, as so modified, shall remain in full force and effect and shall not be invalidated or rendered illegal or unenforceable or otherwise affected thereby. If the application of any provision of this Agreement to any Person or circumstance is determined to be void, unlawful or unenforceable, then that provision shall remain valid, lawful, and enforceable as applied to other Persons and circumstances . 15.3 Amendment/Binding Effect. This Agreement shall become effective and binding upon the Parties as of the Effective Date upon the execution and delivery of this Agreement by each of the Parties . This Agreement may not be amended, changed, modified, or altered unless such amendment, change, modification, or alteration is in writing and signed by both Parties. This Agreement shall inure to the benefit of all and shall be bind ing upon the Parties and their respective successors and assigns . POWER PURCHASE AGREEMENT Page 8 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 5S2.101, 552.104, 552 .110 and/or 5S2.133, and may be protected from required public disclosure. 15.4 No Waiver. No waiver of any of the terms of this Agreement shall be binding unless in writing and signed by all Parties hereto. No waiver of any terms of this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature . 15.5 Governing Law; Venue. This Agreement shall be governed by and shall be construed, enforced, and performed in accordance with the Laws of the State of Texas , without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Each Party agrees to the exclusive jurisdiction of the federal and state courts in Denton County, Texas as necessary to enforce this Agreement. 15 .6 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM BY THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY . 15.7 Contract Claims Resolution . The dispute resolution process that is provided for in Texas Government Code, Chapter 2260 shall be used by the Parties to resolve any unresolved claim for breach of contract or any other claimed default arising under this Agreement. Pursuant to said Chapter 2260, the submission, processing, and resolution of any claim made by City and/or TWU is governed by the published rules adopted by the Office of the Texas Attorney General, as are currently effective, hereafter enacted, or subsequently amended. 15.8 Further Assurances. Each Party shall deliver or cause to be delivered to the other Party such instruments, documents, statements, certificates of its officers, accountants, engineers or agents as to matters as may be reasonably requested, and shall make available, upon reasonable request, personnel and records relating to the Party's Facilities required to deliver electric power from the City to TWU at TWU's two interconnection points with the City to the extent required to carry out the purposes of this Agreement, to fulfill any legal obligation or regulatory reporting requirement, or to ensure the reliability of the City's electric distribution system . 15 .9 Further Instruments. The Parties expressly covenant and agree that they will each execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Agreement. 15 .10 No Rights of Third Parties. This Agreement is intended only for the Parties' benefit and nothing in this Agreement may be construed to create any duty to, or any standard of care concerning, or liability to, any person not a party to this Agreement . 15.11 Joint Effort. This Agreement has been prepared by the joint efforts of the Parties or the attorneys for the Parties and each Party acknowledges and agrees that the general rule of contract construction providing that the provisions of a contract are to be strictly construed against the drafter of the agreement is hereby waived. 15 .12 No Reliance. Neither Party is relying on any promise, undertaking or understanding not expressly set forth herein. POWER PURCHASE AGREEMENT Page9 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure . 15.13 No Joint Venture or Lending of Credit Intended. Nothing in this Agreement shall be construed to create a partnership, joint venture, or other legal entity between the Parties. The rights and obligations of the Parties are to be governed strictly by this Agreement, and it is not intended that there shall be any lending of credit by one Party to the other or that either Party shall be entitled to create any obligation binding on the other Party that is not specifically provided for herein . Nothing herein shall be construed as a loan or pledge of credit or assets by the State of Texas or TWU as prohibited by Article 3, Section 50 of the Texas Constitution, or otherwise. Nothing herein shall be construed as a loan or pledge of credit or assets by the State of Texas or City as prohibited by Article 3, Section 52 of the Texas Constitution, or otherwise. 15.14 Counterparts. This Agreement may be executed in multiple counterparts, with the same effect as if all Parties hereto had signed the same counterpart. All counterparts shall be construed together and shall constitute one agreement. 15.15 Survival. All provisions of this Agreement that are expressly or by implication to come into or continue in force and effect after the expiration or termination of this Agreement shall remain in effect and be enforceable following such expiration or termination including but not limited to Section 5-Price and Delivery Points, Section 9 -Change in Law, Section 11 -Limitations and Warranties, Section 13 - Confidentiality and Section 14 -Representations and Warranties. 15.16 Assignment. This Agreement may not be assigned by either Party. 15.17 Notices. All notices, requests, statements, or payments shall be made in writing as specified below. Notices required to be in writing shall be delivered by letter, electronic media, facsimile, or another documentary form. Notice shall be deemed to have been received by the close of the day on which it was transmitted or hand delivered (unless transmitted or hand delivered after the close of recipient's business or on a day on which recipient is not open for business, in which case it shall be deemed received at the close of the next day on which recipient is open for business). Notice by overnight mail or overnight courier shall be deemed to have been received one (1) day after it was sent (unless delivered after the close of recipient's business or on a day on which recipient is not open for business, in which case it shall be deemed received on the next day on which recipient is open for business). A Party may change its addresses by providing notice of same in accordance herewith. If intended for City, to: Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 Fax No.: (940) 349-7334 Phone No.: (940) 349-8487 Attn: General Manager City of Denton City Attorney POWER PURCHASE AGREEMENT City of Denton, Texas 215 East McKinney Street Denton, TX 76201 Fax No.: (940) 349-8596 Phone No.: (940) 349-8560 Attn: City Manager Page 10 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. .. 215 E. McKinney Denton, TX 76201 Fax No .: {940) 382-7923 Phone No .: {940} 349-8333 ToTWU: Texas Woman's University and Vice President for Finance and Administration P.O . Box 425588 Denton, TX 76204 Phone No .: (940) 898-3506 Fax No.: {940) 898-3509 Texas Woman's University Office of General Counsel P. 0 . Box 425497 Denton, TX 76204 Phone No.: (940) 898-3250 Fax No.: (940} 898-3244 15 .19 Electronically Transmitted Signatures. Signatures to this Agreement, any amendment hereof, delivered electronically via facsimile, .pdf, .jpeg, .TIF, .TIFF or similar electronic format shall be deemed an original signature and fully effective as such for all purposes . 15.20 Understanding. The Parties represent that they fully understand this Agreement and its terms, and, with this full understanding, voluntarily enter i nto this Agreement as evidenced by signing it below. -----SIGNATURE PAGES FOLLOW ----- POWER PURCHASE AGREEMENT Page 11 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION TODD HILEMAN, CITY MANAGER, under the authority granted in Ordinance No. 2020 -________ _ Executed on the __ day of _______ _ 2020. ATTESTED: ROSA RIOS, CITY SECRETARY APPROVED AS TO FORM: AARON LEAL, CITY ATTORNEY POWER PURCHASE AGREEMENT Page 12 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552 .101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure. TEXAS WOMAN'S UNIVERSITY, A TEXAS HIGHER EDUCATION INSTITUTION Signature Printed Name Title Executed on the __ day of _______ _ 2020. APPROVED AS TO FORM: KATHERINE ANTWI GREEN, GENERAL COUNSEL POWER PURCHASE AGREEMENT Page 13 of 13 IMPORTANT: This document may contain information that is confidential, commercially-sensitive, proprietary, and/or public power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or 552.133, and may be protected from required public disclosure.