01-11-90-09 - Resolution - 01/11/1990RESOLUTION NO. 01-11-90-09
A RESOLUTION AUTHORIZING THE MAYOR OF THE CITY OF
COLLEGE STATION, TEXAS TO EXECUTE A POWER PURCHASE AND
PARTICIPATION OPTION AGREEMENT WITH THE CITIES OF
GREENVILLE, BRYAN, GARLAND, AND DENTON, TEXAS.
WHEREAS, the City of College Station, Texas is a whole-
sale purchaser of power and energy for its municipal
electric distribution system;
WHEREAS, the City of College Station recognizing that
its current power and energy purchase agreement expires
January 1, 1992, accepted bids for the future purchase
of power and energy;
WHEREAS, after receiving offers for the sale of power
and energy to the City of College Station, Texas the
City Council reviewed the relative merits of each op-
tion and on December 28, 1989, it chose to execute an
agreement with the Cities of Greenville, Bryan,
Garland, and Denton, Texas;
WHEREAS, the Cities of Greenville, Bryan, Garland, and
Denton, Texas constitute the membership of the Texas
Municipal Power Agency;
WHEREAS, the Cities desire to offer the City of College
Station the option of joining in the Power Agency; and
WHEREAS, the parties have presented to their respective
governing bodies the agreement attached hereto.
NOW, THEREFORE, BE IT RESOLVED By the City Council of
the City of College Station that the Mayor is hereby
authorized to execute the agreement attached hereto by
a vote of the following participating members:
Larry Ringer, Mayor
Fred Brown
Jim Gardner
Lynn McIlhaney
Vernon Schneider
Dick Birdwell
Dick Haddox
FOR AGAIN
X
X
X
X
The following Council Members have abstained from vot-
.~ ing: Dick Haddox and Dick Birdwell. Councilman Fred _~
.~~~.''.~ Brown was not present at meeting. .~..~__~,~ ~.~
007646
PASSED AND APPROVED THIS llth day of JANUARY, 1990.
ATTEST:
Dian/.on~, City Secretary
APPROVED:
Ma~O~~~
LC-50.5
AGREEMENT FOR WHOLESALE ELECTRIC SERVICE
This Agreement is entered into by and between the City of
College Station, a Texas Municipal Home-Rule Corporation
(hereinafter referred to as College Station) and the cities of
Bryan, Denton, Garland and Greenville, Texas, (hereinafter referred
to as Supplying Cities) for the sale and purchase of wholesale
electric service.
WHEREAS, College Station has a need for an economical,
reliable source of power and energy to supply its residents and to
meet the demands of its load growth;
WHEREAS, the Supplying Cities each own and operate municipal
electric generation and distribution systems which have enough
capacity to meet their load and power requirements, as well as
reserve requirements and other contractual requirements for the
period of this contract;
WHEREAS, certain Supplying Cities currently have sufficient
capacity to provide College Station with electricity for its
current load;
WHEREAS, the Supplying Cities desire to sell and College
Station is willing to purchase power and energy on the terms and
conditions herein set forth;
WHEREAS, the Interlocal Cooperation Act expressly allows
cities to make mutually beneficial agreements for the sharing of
services and functions so as to provide for the welfare of their
citizens and obtain beneficial economical savings;
WHEREAS, the Supplying Cities and College Station desire to
participate together in the planning, construction and use of
future generation facilities;
NOW THEREFORE, in consideration of the mutual undertakings
herein contained, the Supplying Cities and College Station agree
as follows:
ARTICLE I.
DEFINITIONS AS USED HEREIN
(a) "TMPA" shall mean the Texas Municipal Power Agency.
(b)
"College Station" shall mean the City of College Station,
Texas.
(c)
"Supplying Cities" shall mean the cities of Bryan, Texas;
Denton, Texas; Garland, Texas; and Greenville, Texas.
007648
LC-50.5
(a)
(b)
(c)
(d)
(e)
ARTICLE II.
SALE AND PURCHASE OF POWER AND ENERGY
The Supplying Cities agree to provide and College Station
agrees to purchase and to receive the total requirements for
power and energy which College Station shall require for the
operation of its utility.
Power and energy supplied under this contract may only be used
to supply College Station retail customers and may not be
resold to other utilities at wholesale or sold to any person
or business pursuant to a written contractual arrangement or
other understanding which differs in any respect from sales
to the public generally.
Power and energy supplied pursuant to this agreement shall
commence on the 1st day of January 1992.
In the event College Station determines that it will not
participate with the Supplying cities in future generation,
power and energy shall be supplied until the 31st day of
December 1995 as provided herein. The Supplying cities will
notify College Station two years prior to the time they will
not have the capacity to supply College Station's required
power and energy; in which event, without further liability
to the Supplying cities, College Station shall be entitled to
take all or part of its power and energy from another source.
In that case, the Supplying Cities will supply power and
energy to College Station on a schedule to be mutually agreed
upon one year prior to College Station's purchases from the
other source. At any rate, the Supplying Cities will not be
required to build capacity for College Station's load if
College Station does not participate in future generation
projects. The Supplying Cities agree to provide College
Station with any and all information that would lead a
reasonable person to conclude that the Supplying Cities will
not have sufficient capacity to meet College Station's
requirements as set forth in College Station's ten-year
forecast.
In the event College Station determines that it will
participate with the Supplying Cities on future generation
projects, this agreement shall continue in full force and
effect for College Station's load not supplied by these
generation projects or generated by College Station as long
as College Station is a participant in future projects or
contractually joins with the Supplying cities subject to rate
changes as set forth in Schedule "A."
By February 1st of each year, College Station shall supply a
ten-year forecast of its load, energy, and power requirements.
The Supplying Cities shall supply requested increases in load,
energy, and power requirements, subject to the terms of this
contract.
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007649
LC-50.5
(f)
The Supplying Cities shall make all necessary arrangements for
transmission of power and energy from their generation source
to College Station's metering points and shall assume as a
part of the scheduled rate charges all transmission costs.
(g)
The Supplying Cities shall use reasonable diligence to provide
a constant and uninterrupted supply of power and energy
hereunder. If the supply of power and energy shall fail, or
be interrupted, or become defective by reason of force majeure
as hereinafter provided, the Supplying Cities shall not be
liable therefor or for damages caused thereby.
(h)
The obligation of College Station to purchase power and energy
shall not be a debt of College Station, but shall be
discharged as an operating of its electric utility and only
from electric utility revenues.
ARTICLE III.
FUTURE GENERATION
The Supplying Cities shall notify College Station of the date
that the Supplying Cities have identified as the date that College
Station must make a contractual commitment to participate in the
next phase of generation, no less than one year in advance of the
contractual decision date. College Station agrees to promptly
provide the Supplying Cities with its decision with regard to
participation by the 365th day of receipt of said notice from the
Supplying Cities.
The parties agree that College Station will be credited by the
supplying cities an amount pursuant to Schedule "B" on College
Station's participation or contractual joinder in future generation
projects built by TMPA.
The Supplying Cities agree that they shall each use their best
efforts to take necessary action to authorize and include the
participation by College Station as an equal member of the future
project to the extent permitted by law. The Supplying Cities and
College Station shall jointly (each individual City's vote shall
be based upon the vote of the voting members, each vote having
equal weight) participate in the decision making process with
regard to the construction of, financing of, and rates charged for
generation by any new facilities.
College Station upon sending notification to the Supplying
Cities of its intent to participate in a future generation project
shall utilize its best efforts to secure legal authorization to
participate.
ARTICLE IV.
CONTRACT POWER
The amount of power provided by the Supplying Cities initially
shall be 110 MW of electric power.
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LC-50.5
(a)
(b)
(a)
(b)
ARTICLE V.
POINT(S) OF DELIVERY
The Supplying cities shall deliver to College Station energy
and power at three (3) phase, alternating current, at a
nominal voltage of 138,000 volts, and a nominal frequency of
sixty (60) hertz at College Station's South Substation and at
its College Station Switch Station, and at other points or
such different points or voltages as mutually agreed.
College Station shall maintain its system such that the power
factor at each metering point shall be between .90 lagging and
.90 leading. In the event that the power factor at the time
of monthly peak demand is less than .90 lagging, the demand
for billing purposes will be adjusted by the formula:
Adjusted demand = Actual demand x .90
Power Factor
ARTICLE VI.
METERS
Metering equipment shall be furnished, installed and
maintained by the Supplying Cities at each point of delivery
to College Station at the high voltage side of the
transforming equipment located there. The Supplying Cities
shall read meters or cause meters to be read and bill College
Station for the power and energy furnished pursuant to this
agreement at monthly intervals.
Supplying Cities shall test and calibrate meters or cause
meters to be tested and calibrated by comparison with accurate
standards at intervals of twelve months, or such other
intervals as the parties agree. Supplying Cities shall also
make or cause to be made special meter tests at any time at
College Station's request. The costs of all tests shall be
borne by Supplying Cities, provided, however, that if any
special meter test made at College Station's request shall
disclose that the meters are recording accurately, College
Station shall reimburse Supplying Cities for the cost of such
test. The Supplying Cities shall pay for the cost of the test
whenever the test reveals the meter to be in error by more
than one-half of one percent. The readings on any meter which
shall have been disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period
immediately preceding the billing period during which the
tests are made in accordance with the percentage of inaccuracy
found by such test, provided, that no correction shall be made
for a longer period unless the Supplying Cities and College
Station mutually agree thereto. Should any meter fail to
register, the power and energy delivered during such period
of failure shall for billing purposes be estimated by the
Supplying Cities and College Station from the best information
available. The Supplying Cities shall notify College Station
007651
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LC-50.5
or cause College Station to be notified in advance of the time
of any meter reading or meter test.
ARTICLE VII.
RATES AND CHARGES
(a)
Supplying Cities agree to sell and College Station agrees to
purchase power and energy on the terms and conditions set
forth herein. Supplying Cities shall sell to College Station
power and energy pursuant to Schedule "A" attached and
incorporated herein.
The rates and charges for the power and energy supplied are
and shall be:
(1) nondiscriminatory, and
(2)
fair and reasonable, and be based upon the Supplying
Cities' average cost of providing the power and
energy, and
(3)
said rates shall be adjusted annually to reflect the
average costs per KWH as calculated on an annual
basis, pursuant to Schedule "C" attached hereto.
(b)
The parties agree that the rates and charges designated in
Schedule "A" are firm until College Station jointly
participates in generating capacity that is in commerical
operation or generates its own power and energy. In addition,
average costs per KWH shall be calculated according to
Schedule "C." However, on an annual basis, until College
Station jointly participates in generating capacity that is
in commerical operation or generates its own power and energy,
within 120 days of September 30 of each contract year, the
Supplying Cities shall review their average costs per KWH for
the preceding year as compared to the costs charged pursuant
to Schedule "C" and shall rebate to College Station any funds
overcharged during the twelve-month billing period following
September 30 of each contract year in which the overcharges
occurred. In the event said average costs per KWH are greater
than the actual rates and charges, then no additional charges
shall be made to College Station.
(c)
After College Station participates in generating capacity in
commerical operation or generates its own power and energy the
calculation of average costs shall be charged to reflect that
reduced demand on the Supplying Cities and then current
Supplying City costs.
ARTICLE VIII.
DEFAULT
(a)
If College Station or the Cities fail or default in meeting
the terms of this agreement and such default continues for a
period of fifteen (15) days, then the nondefaulting party
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LC-50.5
shall give written notice to the defaulting party specifying
the nature of the default and the remedy that it, the
nondefaulting party, seeks to impose if such default is not
remedied within fifteen (15) days. Upon the expiration of the
fifteenth (15th) day, the nondefaulting party shall be
entitled, unless otherwise ordered by a court or regulatory
body, to terminate service or pursue other available remedies
at law or in equity, including cancellation of the contract.
(b)
If College Station fails to make any payment (hereinafter
called a default in payment) to the Supplying Cities that it
is required to make as payment for energy and power, and such
default in payment continues for a period of =ifteen (15)
days, the Supplying Cities shall give written notice to
College Station. College Station shall, from the date of the
mailing of such notice, have a period of thirty (30) days to
pay the full amount then due to the Supplying cities.
(c)
With regard to disputed payments College Station may elect to
make payment under protest of the nondisputed amount placing
the disputed amount into escrow until the dispute is resolved
with the Supplying cities. Once the dispute is resolved, the
prevailing party shall be entitled to the disputed funds with
interest.
ARTICLE IX.
FORCE MAJEURE
The term "force majeure" as employed herein shall mean acts
of God, strikes, lockouts, or other industrial disturbances, acts
of the public enemy, orders or action of any kind of government of
the United States or of the state of Texas or any civil or military
authority, insurrections, riots, epidemics, lightning, fire,
sabotage, riot, disturbance, explosion, flood, earthquake, storm,
hurricane, wind, accident, failure of performance on account of any
other cause not reasonably within the control of the party claiming
such inability. If for any reason of "force majeure" any of the
parties hereto shall be rendered unable, wholly or in part, to
carry out its obligations under this agreement then such party
shall give notice and the full particulars of such reasons in
writing to the other party within a reasonable time after the
occurrence of the event or cause relied on; the obligation of the
party giving such notice, so far as it is affected by such
particular "force majeure," shall be suspended during the
continuance of the inability then claimed, but for no longer
period, and such party shall have the duty to endeavor to remove
or overcome such inability with all reasonable dispatch. No damage
shall be recoverable from either party by reason of the causes
above mentioned. It is further agreed, that the settlement of
strikes and lockouts shall be entirely within the discretion of the
party having the difficulty, and that the above requirement that
any "force majeure" shall be remedied within reasonable dispatch
shall not require the settlement of strikes or lockouts by acceding
to the demand of opposing parties when such settlement is
007653
LC-50.5
unfavorable to it in the judgment of the party having the
difficulty.
ARTICLE X.
GOVERNMENTAL REGULATIONS AND LAWS
This agreement shall be subject to all of the valid rules,
regulations, and laws applicable thereto, as promulgated by the
United States of America, the state of Texas, or any other
governmental body or agency having lawful jurisdiction or any
authorized representative or agency of any of them.
ARTICLE XI.
EASEMENTS
College Station and the Supplying Cities agree that the
Supplying Cities shall, when permitted by existing easement, have
full access to such easements, rights-of-way or property held by
College Station, if, and to the extent, reasonably required for the
provision of power and energy to College Station and not
interfering with existing uses.
ARTICLE XII.
NOTICES
Any notice, request, demand, statement or bill provided for
in this agreement shall be in writing and shall be considered to
have been duly delivered when sent by registered or certified mail,
addressed as follows, unless another address has been designated,
in writing, by the party entitled to receive the same:
CITY OF COLLEGE STATION
Attn: City Manager
P.O. Box 9960
College Station, TX 77842
CITY OF BRYAN
Attn: City Manager
P.O. Box 1000
Bryan, TX 77805
CITY OF DENTON
Attn: City Manager
215 E. McKinney
Denton, TX 76201
CITY OF GARLAND
Attn: City Manager
P.O. Box 469002
Garland, TX 75046
CITY OF GREENVILLE
Attn: Director of Electric Utilities
P.O. Box 1049
Greenville, TX 75401
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LC-50.5
ARTICLE XIII.
APPROVALS
It is agreed that the parties' participation in this agreement
shall be subject to the spproval of the appropriate governing
bodies and authorization of the appropriate signature hereto.
It is further agreed that the parties shall provide proof of
authorization to sign this agreement.
ARTICLE XIV.
REPORTS
The Supplying cities shall prepare and issue to College
Station a semiannual report of fuel costs and charges to College
Station. The Supplying cities shall also provide College Station
with all reports and statements, not privileged by law or court
decision, provided to them by TMPA, which reports shall include but
not be limited to (i) financial and operating statement relating
to the TMPA system; (ii) status of construction for each facility
constituting the TMPA system during construction; and (iii)
analysis of operations relating to the TMPA system.
ARTICLE XV.
RECORDS AND ACCOUNTS
The Supplying cities shall keep accurate records and accounts
of the power and energy transaction with regard to College Station.
Additionally, the Supplying Cities shall provide, on reasonable
request, access to all records and accounts of the Cities' system
and of the transactions relating to each facility constituting the
cities' system to the extent such information is relevant to the
calculation or verification of average system costs. This duty to
provide access to information shall not extend to information
privileged by law or court decision.
ARTICLE XVI.
CONTRACTS TO BE SEPARATE
This instrument embodies four separate contracts between the
Supplying Cities and College Station. Each Supplying City's
obligation under this contract shall be limited to a proportion of
the total requirements which is calculated by multiplying College
Station's requirement by a fraction, the numerator of which is the
difference between that city's available capacity, including its
then current entitlement from Gibbons Creek and 1.15 times that
city's native peak load, not including other firm or nonfirm sales
and the denominator of which is the sum of these calculations for
all the Supplying Cities.
ARTICLE XVII.
ASSIGNMENT
This agreement may not be assigned without the written consent
of all other parties to the agreement.
007655
LC-50.5
ARTICLE XVIII.
EFFECTIVE DATE
The effective date of this agreement shall be January 1, 1990.
ARTICLE XIX.
SEVERABILITY
The parties hereto agree that if any of the provisions of this
contract should contravene or be held invalid under the laws of the
state of Texas, such contravention or invalidity shall not
invalidate the whole contract but it shall be construed as though
not containing that particular provision, and the rights and
obligation of the parties shall be construed and in force
accordingly.
ARTICLE XX.
AMENDMENTS
Notwithstanding anything in this agreement to the contrary,
this contract may only be amended upon the written agreement of the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this
contract to be executed in their corporate names and their
corporate seals affixed, all by the proper officer duly authorized
thereunto, as of the day and year first hereinabove written.
(Seal)
By:
CITY OF COLLEGE STATION, TEXAS
M~q~dr ~ ~
ATTEST:
dlt~ S~e c~.~a~y
CITY OF BRYAN, TEXAS
Mayor
(Seal)
ATTEST:
By: ~ /~, ~ .,~
city' Sec~t~a-~y
!
-9- 007656
LC-50.5
CITY OF DENTON, TEXAS
(Seal)
ATTEST:
By:
Mayor
By:
City Secretary
CITY OF GARLAND, TEXAS
(Seal)
ATTEST:
By:
Mayor
By:
City Secretary
CITY OF GREENVILLE, TEXAS
(Seal)
ATTEST:
Chairman of Board
By:
Secretary of Board
007657
LC-50.5
SCHEDULE A
RATES
Demand Charge ................. $11.78/KW
Energy Charge ................. $ 2/MWH
DEMAND CHARGE SHALL APPLY TO THE MAXIMUM HOURLY COINCIDENTAL
METERED DEMAND RECORDED OVER THE BILLING MONTH (AS ADJUSTED FOR
POWER FACTOR, IF NECESSARY).
A MONTHLY FUEL CHARGE WILL BE MULTIPLIED BY THE ENERGY CONSUMPTION.
THE FUEL CHARGE WILL BE THE AVERAGE COST OF FUEL FOR THE SUPPLYING
CITIES AND COLLEGE STATION. THE FUEL CHARGE WILL BE CALCULATED ON
AN "ESTIMATE AND CORRECT" BASIS.
THESE RATES WILL CONTINUE IN EFFECT UNTIL THE EARLIER OF DECEMBER
31, 1995 OR THE DATE OF COMMERCIAL OPERATION OF A GENERATING UNIT
IN WHICH COLLEGE STATION IS EITHER THE JOINT OWNER OF GENERATING
CAPACITY WITH TMPA OR PARTICIPANT WITH TMPA. AT THAT TIME NEW
RATES WILL BE CALCULATED TO REFLECT THE REDUCED DEMAND ON THE
SUPPLYING CITIES AND THEN CURRENT SUPPLYING CITY COSTS.
007658
LC-50.5
SCHEDULE B
AT SUCH TIME THAT COLLEGE STATION JOINTLY PARTICIPATES WITH TMPA
IN A TMPA PROJECT IN WHICH JOINT FACILITIES WITH AN EXISTING TMPA
FACILITY EXISTS, THE VALUE OF THE PRO RATA SHARES OF THE EXISTING
FACILITY WILL BE CALCULATED WHICH WILL SERVE THE NEW FACILITY.
VALUE SHALL BE INSTALLED COST, LESS DEPRECIATION. COLLEGE STATION
WILL PAY, AS A PART OF ITS PAYMENT FOR THE NEW JOINT FACILITY, ITS
SHARE OF THE EXISTING FACILITIES. THE SUPPLYING CITIES WILL NOT
PARTICIPATE IN THE TMPA PROJECT UNLESS COLLEGE STATION IS CREDITED
$6,000,000 IN THE CALCULATION OF EXISTING JOINT FACILITIES. THOSE
EXISTING FACILITIES WHICH SERVE THE NEW FACILITY INCLUDE, BUT ARE
NOT LIMITED TO, LAND, RESERVOIR, SUBSTATION AND TRANSMISSION
FACILITIES, ADMINISTRATION AND MAINTENANCE FACILITIES, AND THE
LIKE.
007659
LC-50.5
SCHEDULE C
THE SUPPLYING CITIES SHALL CALCULATE THEIR SYSTEM AVERAGE COSTS FOR
THE PURPOSES OF ADJUSTING RATES AS IN ARTICLE VII BY ANNUALLY
SUMMING THE DEMAND CHARGES OF TMPA, THE ENERGY CHARGES OF TMPA, THE
OPERATING AND MAINTENANCE COSTS FOR POWER GENERATION OF THE
SUPPLYING CITIES, DEBT SERVICE FOR GENERATION OF THE SUPPLYING
CITIES, AND ANY OTHER ASSOCIATED COSTS OF GENERATION OF THE
SUPPLYING CITIES.
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007660