2000-394
FILE REFERENCE FORM
2000-394
Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
X Other
FILE(S)
Per Michael Copeland agreement was never completed bv Sanger
Date Initials
7/22/05 JW
ORDINANCE NO ,,~0oo0-~5/
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE AN ELECTRIC DISTRIBUTION SYSTEM MAINTENANCE AND
OPERATION AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND
THE CITY OF SANGER, TEXAS, WHEREIN DENTON IVlUNIC]PAL ELECTRIC SHALL
PROVIDE SERVICES TO THE CITY OF SANGER RELATING TO THE MAINTENANCE
AND OPERATION OF ITS ELECTRIC DISTRIBUTION SYSTEM, PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREUNDER, PROVIDING FOR RETROACTWE EFFECT OF
THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
.RIRO. TICIN 1. That the City Manager m authorized to execute the Electric Dmtnbntlon
System Mmntenance and Operation Agreement by and between the City of Denton, Texas and the
City of Sanger, Texas (the "Agreement"), m substantially the form of the Agreement attached
hereto and incorporated herewith by reference
SEC_T_ID_N_Z That the expenchture of funds related to the City of Denton's performance of
the Agreement is hereby anthonzed
,qF.O. TIC~N 3. That the above and foregoing Agreement is hereby ratified, confirmed, and
retroactively approved, and shall be effective from and after October 6, 2000
.R~TICIN ,4 That except as otherwise provided in Section 3 above, this Ordinance shall
become effective lmme&ately upon its passage and approval
PASSED AND APPROVED ttns the /~¢~, dayof Oc~906 ,2000
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By ~/~'~ ~~
APPRi~NrED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By~~~
S \Our Docurt~nts\Ordmances\00\Sanger Electric System M&O Agrrnt-DME 10 00 ord doc
THE STATE OF TEXAS §
COUNTY OF DENTON §
ELECTRIC DISTRIBUTION SYSTEM MAINTENANCE
AND OPERATION AGREEMENT
THIS AGREEMENT (hereafter the "Agreement") is made and entered ~nto by and between
the City of Denton, Texas ("DENTON"), a Mumclpal Corporation and the City of Sanger, Texas, a
Mumelpal Corporation ("SANGER"), each acting pursuant to the authority obtained fi.om their
respective govermng bodies, and fins Agreement being executed by and through their respective
duly anthonzed officials and officers
DENTON and SANGER (hereafter collectively referred to as the "Parties"), for and in
consideration of the prormses and covenants contained herein, in consideration of the mutual
benefits to be obtained by the Partaes hereunder, and in consideration of the sum of Ten Dollars
($10 00) and other valuable considerations to be paid by SANGER to DENTON pursuant hereto,
the Parties do hereby AGREE as follows
Section 1, ~qeope of Wnrk/~q~rvle~.~ to b~ Prowd~d hy D~nton Mume~pal Electric.
Operations, maintenance and minor construction perta~mng to the Electric Dlstnbntlon system for
the City of Sanger, Texas
A Service Ticket activities and services (repair street light, guy wire, tree hmbs, etc )
B Power Restoration activities and services (fuses, poles, conductor, hardware, etc )
C Minor Construction act~vmes to prowde service (one/two pole extensions, 100-200 i~
underground extensions, transformer, service wire, etc )
PROVIDED HOWEVER, Construction costs hereunder (material, labor and
equipment) shall not exceed $25,000 total during the term of flus Agreement Any
other construction project(s) requmng over $25,000 for construction costs shall be
handled under a separate written agreement, subject to the approval of the Denton City
Council
Section 2. gate~nd~mrge~
(A) SANGER shall pay DENTON, for services provided under fins Agreement, thc following
(1) For the work performed by DENTON under Section 1 heremabove, SANGER shall
pay DENTON thc sum of $8,800 per month compensation for services performed, and
equipment utilized by DENTON in the performance of this Agreement, and
(2) The cost of matenals, supplies, eqmpment rentals, outside or independent contractor
fees and expenses, sales, use and sumlar taxes, and other miscellaneous costs directly
related to the prows~on of services under this Agreement for SANGER, all of which
shall be ~nvolced at the actual cost mcurred by DENTON, and
(3) An admlmstratlve charge due and payable to DENTON by SANGER equal to 10% of
the sum of the mounts mvmced under Section 2(A)(2), herelnabove
(B) DENTON shall ~ssue and dehver to SANGER an ~nvmce for sermces performed and
materials furmshed pursuant to tlus Agreement on a monthly basis All invoices shall be due upon
receipt Any mvmce wluch remmns unpaid for more than tturty (30) days after receipt by
SANGER shall bear interest at the rote of 10% per annum thereafter until fully paid
(C) DENTON shall keep records and accounts of the activities and transactions relating to the
provision of serrates under this Agreement to wbach SANGER shall have reasonable access to
Section 3. Warr~nt,e~; l,~mlt~tton~.
A) DENTON shall use reasonable dthgence to provide regular and consistent maintenance and
operating act~wtles under flus Agreement and shall perform ~ts scrvmes ~n a good and workmanhkc
manner DENTON shall not be liable for any damages of any kand or character, any costs or losses
caused by an lntermptmn, suspension, or curtailment of electric servme due to any cause not
reasonably within its control including, but not hm~ted to acts of God, nature or the elements, fire,
accidents; civil or public disturbance, breakdown or accident to eqmpment, or any damages, costs
or losses suffered by SANGER pertarmng to an act or om~ssmn by any person or entity not under
the direct control of DENTON
B) In the event of a natural disaster ~n wluch SANGER suffers physmal damage to zts electrical
system, DENTON shall assess its Electnc Utlhty's sltuataon to detenmne whether it is capable of
providing assistance to SANGER, consldenng the needs of DENTON'S own electric utthty
customers first DENTON shall be under no obhgat~on to provide assistance to SANGER in the
event of such a natural disaster However, DENTON agrees that if its electric utility ~s capable of
provadmg assistance to SANGER in the event of such natural disaster, then DENTON will do so ~n
good faith
C) The Part,es agree that the entire habahty of DENTON from any eanse, whether ans~ng by
contract, in tort, or otherwise, shall not exceed the total sum of money received by DENTON under
this Agreement for its services
D) THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE THE SERVICE BEING PROVIDED UNDER THIS AGREEMENT IS BEING
SOLD "AS IS" SANGER AGREES THAT DENTON SHALL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR FOR THE
LOSS OF PROFIT OR REVENUE ARISING FROM THE PROVISION OF SERVICE UNDER
THIS AGREEMENT EVEN IF DENTON HAS BEEN ADVISED OF SUCH POSSIBILITY
Section 4. Tarm: Tt~rminatinn.
(A) Tins Agreement shall be for apnmary term ofmnety (90) days
(13) Tins Agreement shall be automatically renewed for successive thtrty (30) day periods, until
such t~me as SANGER proxades written not, ce to DENTON of its mtentlon to terminate tins
Agreement at least ten (10) working days pnor to the end of the primary term, or as to any
successive thirty (30) day renewal term oftbas Agreement Tins prowslon is subject to the total one
(1) year tcrmmatlon date set forth m Section 4 (C) herembelow
(C) Tlns Agreement, notwithstanding the automatic renewal terms provided for m Section 4 (B)
heremabove, shall m all events terminate one year after its effective date
(D) This Agreement shall be effective from and after October 6, 2000, winch is herein referred to
as the effective date of tins Agreement
(D) DENTON may terminate tins Agreement, at will and without cause, by providing SANGER
tinrty (30) days written not, ce of termmataon
(E) DENTON may terrmnate tins Agreement upon ten (10) days written notice to SANGER in
the event,SANGER is, or remmns more than ten (10) days delinquent on any payment required to
be paid by SANGER to DENTON under the terms of thru Agreement
Section 5 Notle~a. Any notaee reqmred or desired to be g~ven fi.om one party to the other party to
tins Agreement shall be in writing and shall be given and shall be deemed to have been served and
received (whether actually received or not) if (0 delivered in person to the address set forth below,
(n) deposited in an official depository under the regular care and custody of the Umted States Postal
Service and sent by certafled mml, return receipt requested, and addressed to such party at the
address herema~er specified, or (iii) delivered to such party by couner-rece~pted delivery Either
party may designate another address for not,ce, but until wntten notice of such change is actually
received by the other party hereto, the last address of such party designated for not,ce shall remmn
such party's address for notate to be provided hereunder
ADDRESS FOR NOTICE
DF. NTON R ANGF~R
City Manager City of Sanger, Texas
City of Denton, Texas
215 East Mcganney Avenue
Denton, Texas 76201
and to
Denton Mummpal Electric
Attn Sharon Mays, D~rector
901-B Texas Sheet
Denton, Texas 76201
Section 6. Attnrn~y'~ i~'~s. Should either party to tlus Agreement commence legal proceedings
agmnst the other to enforce the terms and provisions of tins Agreement, the party losmg m such
legal proceedmgs shall pay the reasonable attomey's fees, cost of court, and related expenses of the
party prevmlmg m any such legal proceedmgs
Section 7. Nn Agslgnmt~nt_ Nether party hereto shall have the right to assign that party's mterest
in this Agreement w~thout the prior written consent of the other party, Much consent shall not be
unreasonably w~thheld
Section 8. ~ If any term or prows~on of th~s Agreement ~s held by a court of
competent jurisdiction to be illegal, mval~d or unenfomeable, the legality, validity or enforceability
of the remmnmg terms or prows~ons of th~s Agreement shall not be affected thereby, and m heu of
each such illegal, ~nval~d or unenfomeable term or prows~on, there shall be added automatmally to
tlus Agreement a legal, valid or enforceable term or provlsmn as similar as possible to the term or
prowslon declared illegal, invalid or unenforceable
Section 9. Waiwr. E~ther DENTON or SANGER shall have the right to wove any reqmrement
cantoned m th~s Agreement, winch ~s ~ntended for the watv~ng party's benefit, but, except as
otherwise prowded herein, such wmver shall be effective only ~f done ~n writing, executed by the
party for whose benefit such reqmremant ~s mtended No wmver of any breach or wolat~on of any
term of this Agreement shall be deemed or construed to constitute a wmver of any other breach or
wolat~on, whether concurrent or subsequent, and whether of the same or of a d~fferent type of
breach or molat~on
Section 10. Gowrmn~ l,aw: Venne. Tl'ns Agreement and all of the transactions contemplated
heron shall be governed by and construed in accordance wath the laws of the State of Texas The
prows~ons and obhgat~ons of tlus Agreement are performable m Denton County, Texas such that
exclusive venue for any action anmng out of ttns Agreement shall be in Denton County, Texas
Section 11. Paragraph Headings. Cnnstrnetmn. The paragraph headings cantoned ~n th~s
Agreement are for convemence only and shall ~n no way enlarge or hm~t the scope or meamng of
the various and several paragraphs hereof Both part,es have participated ~n the negotiation and
preparation of th~s Agreement and ttus Agreement shall not be construed other more or less
strongly against or for other party
Section 12. Rinding F. ffeet. Except as hm~ted heron, thts Agreement shall be b~nd~ng upon and
inure to the benefit of the Parties hereto and thor respective successors and assigns
Section 13. Gander. Wlttun tins Agreement, words of any gender shall be held and construed to
include any other gender, and words m the singular number shall be held and construed to include
the plural, unless the context otherwise requires
Section 14. I2oanter_parts, Tins Agreement is executed m two (2) original counterparts, each of
winch shall be deemed an original
Section 15. l~,ntir~ A?~ement. It ls understood and agreed that ttus Agreement contains the
entire agreement between the Parties and supersedes any and all prior agreements, arrangements or
understandings between the partaes relating to the subject matter of this Agreement No oral
understandings, statements, promises or inducements contrary to the terms of tins Agreement exist
Tins Agreement cannot be changed, modified, or terminated orally and may only be changed,
modified, or terminated in a writing signed by both Parties
Section 16. Rglat~ Notinng contained in tins Agreement shall be deemed or
construed by the Parties hereto or by any third party to create the relatlonsinp of pnnclpal and
agent, or ofpartnersinp, or of joint venture, or of any association whatsoever between the Parties, it
being expressly understood and agreed that no provision contained in tins Agreement, nor any act
or acts of the Parties hereto shall be deemed to create any relatlonsinp between the Parties other
than the relationsinp of ~ndependent parties contracting with each other solely for the purpose of
effectlng the prows~ons of tlus Agreement
IN WITNESS WHEREOF, tbas Agreemen.t ~i flxecuted by thee duJ~y_atlthonzed officials and
officers of DENTON and SANGER on tins the /~'-day of ~ ,2000, to
be effective as of the day of ~ 2000
"DENTON"
CITY OF DENTON, TEXAS
A Mumc~pal Corporation
ATTEST,
JENNIFER WALTERS, CITY SECRETARY
By ~?~[~_...~ ~.~
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
"SANGER"
CITY OF SANGER, TEXAS
A Mumc~pal Corporation
MAYOR
ATTEST
By
CITY SECRETARY
S \Our Documenls\Contracts'x00\San get Electric D~smbutmn System Agnnt l 0 00 DME doc