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20-2565FINAL ORDINANCE NO. 20-2565 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION (“CITY”), AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A MEMORANDUM OF UNDERSTANDING REGARDING ELECTRICAL DISTRIBUTION SWITCHING PROCEDURES WITH TEXAS WOMAN’S UNIVERSITY, A TEXAS HIGHER EDUCATION INSTITUTION (“TWU“), TO ENSURE ELECTRIC SYSTEM RELIABILITY AND SAFETY FOR PARTIES BY ESTABLISHING ELECTRIC DISTRIBUTION SYSTEM SWITCHING PROCEDURES; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the purpose of the Memorandum of Understanding Regarding Electrical Distribution Switching Procedures (“MOU“) is to ensure electric system reliability and safety for both the City and TWU by establishing electric distribution system switching procedures in accordance with electric industry standards and best practices; WHEREAS, the MOU sets forth the roles, responsibilities, and obligations of the parties with respect to the same; WHEREAS, the City Council finds that this MOU is in the best interests of its citizens and ratepayers and that it should be executed ; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The recitations and findings contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2: The City Manager, or his designee, is authorized to execute and deliver the Memorandum of Understanding Regarding Electrical Distribution Switching Procedures to TWU, as attached hereto as Exhibit “A“ and incorporated by reference herein. SECTION 3: That this Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by \)bO \ yY\(\FLt_(- m seconded by goV\r\ K] aA ; this Ordinance was passed and approval by the following vote U - . Aye a b/ \/ Nay Abstain Absent Mayor Gerard Hudspeth: Birdia Johnson, District 1 : Connie Baker, District 2 : Jesse Davis, District 3 :-–J–– FINAL John Ryan, District 4:,/ \/ ,/ Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the \ Irb day of aUK+_, 2021 GERARD hUb ATtEST: ROSA RIOS, CITY SECRETARY b\\11111111/fDOF+• _JPJan) + elqb ON 111111\ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY „..baL– EXHIBIT “A“ IVIEIV]ORANDUM OF UNDERSTANDING REGARDING ELECTRICAL DISTRIBUTION SWITCHING PROCEDURES BETWEEN THE CITY OF DENTON AND THE TEXAS WOMAN’S UNIVERSITY This memorandum of understanding (“MOU”) is between the City of Denton, a Texas home-rule municipal corporation, (“City") and the Texas Woman’s University, a Texas higher education institution, (“TWU”). The MOU becomes effective on the last signature date set forth below (“Effective Date") 1. Background. The City provides electric power to all customers in the City’s franchise electric territory, which includes TWU. The City’s electric utility is identified by the Texas Public Utility Commission as Denton Municipal Electric (“DME"). TWU is a primary voltage served General Service Large rate customer that operates and maintains its own internal electrical distribution facilities and system that receives electric power from the City and distributes such electric power to the facilities of TWU through the same. 2. Purpose. The purpose of this MOU is to ensure electric system reliability and safety for the Parties by establishing electric distribution system switching procedures in accordance with electric industry standards and best practices. 3,Roles, Responsibilities, and Obligations of the Parties. The Parties agree to the following: A. Switching Procedures Generally, DME is delegated complete and absolute authority over the operation of the City’s electrical system up and to the primary meter connection points. No electrical apparatus should be disturbed, or operational state changed in any way, except to save life or property, except when provided for through Scheduled, Urgent, or Emergency switching instructions without authority from the City as set forth herein. All switching shall be performed with a DME representative onsite during switching to communicate with the DME’s electrical system operational staff. All DME radio communication is recorded for clarification, review and retention purposes. B. System Configuration. Within thirty (30) days of the Effective Date, and annually thereafter, TWU will provide DME with electronic file copies of the existing TWU 15kV electric System and any future proposed system revisions. The digital files shall include at least the following information: Location of primary lines; size of primary lines; capacity rating of the primary lines; location of 15kV switches; capacity rating of 15kV switches; configuration and normal status of switches; location of transformers; capacity of transformers connected to the 15kV system; location of capacitor banks on the 15kV system; and, capacity of capacitors banks on the 15kV system. C. Scheduled Switching. TWU shall contact DME’s Electric System Operations ((940) 349-7644) regarding all proposed changes to the TWU 15kV electric system at least 48 hours prior to any TWU switching that would modify the TWU electrical system configuration which potentially could or would impact DME’s electrical system. TWU is to request all scheduled switching a minimum of 48 hours in advance of any scheduled switching operation(s). DME will follow the same request criteria as TWU. TWU is to request all scheduled switching a minimum of 48 hours in advance of any scheduled switching operation(s). DME will follow the same procedures as TWU as outlined above in the paragraph with respect to any changes which are City TWU MOU (Electrical Distribution Switching Procedures)Page 1 of 6 reasonably thought to impact the TWU 15kV electric system. The TWU contact phone number for all such notifications is (940) 898-3137. The parties shall use commercially reasonable efforts to respond to requests under this paragraph within 48 hours of notification. All such requests shall include the following: Proposed or requested switching orders; drawings showing the switching operation (if needed by either DME or TWU); diagrams of the switches being operated (if needed by either party); copy of the appropriate safety clearance and hold tags; purpose for the requested system configuration change; and, reason for the requested switching. D. Urgent Switching. DME will attempt to accommodate same day switching requests for TWU for unexpected load or equipment maintenance issues if DME’s system configuration and ampacities will permit. TWU shall contact DME’s System Operations ((940) 349-7644) regarding all urgent switching operations prior to TWU’s 15kV electric system configuration changes. TWU shall send a marked up drawing of the switching arrangement to DME System Operations by email. After the switching has been successfully completed, DME’s Electric GIS system will be updated to properly reflect the new system configuration. E. Emergency Switching. No electrical apparatus will be disturbed in any way, except to save life or property, or as provided for in an emergency switching instruction issued from time to time, without at least verbal authority from the DME System Operator, Emergency switching shall only occur to clear a hazard or to protect life or property. Additional or new electrical loads shall not be picked up or transferred by any emergency switching operation. TWU shall promptly notify DME’s System Operations at ((940) 349-7644) when emergency switching occurs or becomes necessary F. Operation of a Tie Switch. Operation of a switch capable of connecting two different DME circuits and/or substations together shall only be performed when a DME representative is available at the switch. The DME representative will remove the DME padlock from the operator. A TWU representative will be responsible for coordinating the switching operation with the DME system operator and operating the switch. The DME representative will padlock the operator at the tie switch once the switch is in its new posItion, DME will authorize make-before-break operations at the TWU tie points and before any make-before-break switching operation is performed, the DME substation automatic reclosers shall be turned off at the affected substation(s). The DME System Operator will review the most current SCADA circuit loadings and determine if the two circuits are close enough in ABC phase balance so that the electrical load transfer can occur successfully without tripping or affecting any DME substation relays and that enough circuit and breaker ampacities exist to allow successful tying and transfer of the TWU loads 4, Term and Termination; Notice A.The term of this MOU is ten (10) years from the Effective Date ("Term") B. This MOU may be terminated by either party hereto at any time by giving written notice to the other party thirty (30) days in advance of a specified date of termination. City TWU MOU (Electrical Distribution Switching Procedures)Page 2 of 6 C. Any notice or other writing required by this MOU shall be deemed given when personally delivered or three (3) business days following being mailed by certified or registered United States mail, postage prepaid, addressed as follows: i. City City Manager City of Denton 215 E. McKinney St. Denton, Texas 76201 with a copy to: City Attorney’s Office City of Denton 215 E. McKinney St. Denton, Texas 76201 11.TWU Facilities Management and Construction Texas Woman’s University P,O. Box 425619 Denton, Texas 76204 with a copy to: Office of the General Counse Texas Woman’s University P.O. Box 425497 Denton, Texas 76204 5. DAMAGES. TO THE EXTENT PERIVlITrED BY APPLICABLE LAW, BOTH PARTIES SHALL BE LIABLE TO THE OTHER ONLY FOR ACTUAL AND DIRECT DAMAGES ARISING OUT OF, OR IN ANY WAY RELATED TO, THE PARTIES’ PERFORMANCE, OR FAILURE TO PERFORM, UNDER THIS MOU, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE. NOTHING IN THIS MOU IS TO BE CONSTRUED AS A WAIVER OR LIMITATION OF ANY OF THE IMMUNITIES OR DEFENSES TO WHICH THE PARTIES ARE ENTITLED UNDER APPLICABLE LAW, 6. LIMITATION OF LIABILITY. SUBJECT TO PARAGRAPH 5 AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICE, DOWNTIME, PERSONAL PROFITS, OPERATIONAL INTERRUPTION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO THE PARTIES’ PERFORMANCE OR FAILURE TO PERFORM UNDER THIS MOU, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF City TWU MOU (Electrical Distribution Switching Procedures)Page 3 of 6 CONTRACT, TORT (EXCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS MOU, ALL REMEDIES PROVIDED FOR HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO TERMINATE THIS MOU, AND ALL OF THE REMEDIES PROVIDED BY LAW (AND NOT EXCLUDED PURSUANT TO THE FOREGOING SENTENCE), SHALL BE DEEMED CUMULATIVE AND NON- EXCLUSIVE 7. Force Majeure. Neither the City nor TWU shall be liable for any failure or delay in performance of its obligations under this MOU arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics; pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that in the event of a failure or delay, each party, given the circumstances under which the parties are operating, shall use its best efforts to mitigate the effects of any such failure or delay 8. Miscellaneous. A. This MOU represents the entire understanding of the parties and supersedes al prior representations, This MOU may not be varied orally but must be amended by written document of subsequent date duly executed by the partIes. This MOU shall be governed by the laws of the State of Texas and venue for any action under this MOU shall be in Denton County, Texas B, if any term or provision of this MOU, or its application, shall be declared invalid, illegal or unenforceable in any respect as written, that shall not affect any other provision of this MOU, which shall continue to be effective as though the invalid and unenforceable part, clause or invalidation had not been made, and the remainder of this MOU shall be valid and enforceable to the fullest extent allowed by law. C. This MOU may be signed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute an instrument. ––––-- Signature Pages Follow ––------ City TWU MOU (Electrical Distribution Switching Procedures)Page 4 of 6 CITY: CITY OF DENTON, a Texas home-rule mun 'tJ./ Signed on the B - day of \ Ji/t&/£zr'’ / .+t 4– / ’Hileman, City Manager corporatIon '( , 2021 ArrEST: ROSA RIOS, CITY SECRETARY A\\lllllllll/F DpA2 J APPROVED AS TO FORM k:::I l•••e•• ON I 111111\ AARON LEAL, CITY AnpR 0a City TWU MOU (Electrical Distribution Switching Procedures) Page 5 of 6 DowS©n Envelope ID: B3D2BEF&154B44C9-9B5245B6FD2213EE TWU , TEXAS WOMAN’S UNIVERSITY, a Texas higher education institution K. JASdll ThUwsall Signature a_ ]asel Tapliluul CFO March Printed Name and Title 15 Signed on the day of , 2021. CitY TWU MOU (Electrical Distribution Switching Procedures)Page 6 of 6