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HomeMy WebLinkAboutResolution - 1157 - Agreement - CDTC - Standby Power Service, LP&L Holly Avenue Power Station - 07_22_1982RESOLUTION 1157 - 7/22/82 KJ:cl RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Standby Power Service Agreement between the City of Lubbock and Carbon Dioxide Technology Corporation, attached herewith which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be part of this Resolution as if fully copied herein in detail. Passed by the City Council this 22nd day of July ,1982. LL MCALIS ER, MAYOR ATTEST: Ev lyn Gaffga, City Seceete6fy easurer APPROVED AS TO CONTENT: Carroll McDonald, Director of Electric Utilities APPROVED AS TO FORM: Ken Johrison, Assistant City Attorney RESOLUTION 1157 - 7/22/82 STANDBY POWER SERVICE AGREEMENT This agreement, made and entered into by and between Carbon Dioxide Technology Corporation, a Texas corporation having its principal office at 11211 Katy Freeway, Suite 320, Houston, Texas 77079 (hereinafter referred to as "CDT") and the City of Lubbock, Texas, a municipal corporation, by and through its department of electric utilities known as Lubbock Power and Light, having its principal office at 916 Texas Avenue, P.O. Box 2000, Lubbock, Texas 79457 (hereinafter referred to as "LP&L"), is as follows: Whereas, the City of Lubbock, Texas, and CDT entered into an agreement dated September 25, 1980, whereby CDT would purrhase and the City would sell certain' stack gases produced at the LP&L Holly Avenue Power Station, and; Whereas, under that agreement between the City and CDT dated September 25, 1980, the City agreed to sell electric power to CDT; Now Therefore, in consideration of the premises and the covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1.0 Term of Agreement. This Agreement shall be in full force and effect from the date of execution and shall extend for a term of one (1) year from and after the first day Buyer receives elec- tric power or energy from seller; and shall continue from year to year thereafter; provided that either.party may terminate this agreement effective anytime after the initial first year by giving the other party not less than one hundred eighty (180) days prior written notice thereof. 2.0 Capital Contribution by CDT. Subject to the terms and conditions herein set forth, CDT agrees to contribute capital to LP&L in an amount necessary to construct the facilities required by LP&L to provide electric power and energy to CDT, or to directly accept invoices for said facilities. 2.1 Initial Estimate. It is estimated that the cost to provide and construct the required facilities referred to in paragraph 2.0 will be approximately $60,000.00. This estimate includes all materials and labor considered necessary. 2.2 CDT Capital Payment. CDT shall either pay LP&L or provide an acceptable work order number to charge labor and materials against prior to the time the facilities will be required by CDT. 2.3 Actual Payment. LP&L agrees to keep accurate records and accounts for the required facilities. Said accounts shall be made available to CDT during business hours. Upon caripletion of the required faci- lities, a final cost invoice will be delivered to CDT. 2.4 Overrun Payment. CDT agrees to.pay any invoice for cost overruns within thirty (30) days after receipt of such invoice. 3.0 Rates. CDT agrees to pay the rates set forth below for any elec- tric power or energy received. 3.1 Demand Charge. CDT shall pay a demand charge per kilowatt. CDT shall notify LP&L of its expected power usage (in KW demand) in writing at least three months prior to the time that service is required. CDT shall be charged a rate equal to the demand rate presented by Southwestern Public Service to LP&L in accordance with the Interconnection Agreement between Southwestern Public Service and LP&L dated.January 10, 1980 (attached hereto as 'Exhibit "A"), and in accordance with any future modifications thereto. CDT shall be billed each month on the amount so stated in the above mentioned written notice. In the event that CDT exceeds the power usage so stated, CDT shall pay $2.00 per kilowatt demand in -addition to the above stated demand charge for three consecutive months following the month :in which the stated power usage is exceeded. MT may change the expected kilow4tt.demand by written notice to LPEL at least ninety (90) days prior to the time the revised kilowatt demand is required. The revised kilowatt demand shall supersede the pre- vious kilowatt demand -as the basis for CDT's monthly payments for kilowatt demand. 3.2 Energy Charge. CDT will be -billed by LPEL for each kilowatt hour used each month. The energy charge will'be billed at a rate of .5 cents (.50 per kilowatt hour. 3.3 Fuel Cost Adjustment. CDr shall be charged a fuel cost factor _ per KWH calculated in accordance with LP&L; Electric Tariff No. F-1 (attached hereto as Exhibit."B") and any modifications, amendments or revisions thereto made by the•City Council for the City of Lubbock, Texas. (2) 3.4 Power Factor Adjustment. The above rates will be increased by the. following ratio: 90% Measured Power Factor It is desired that the power factor of the CDT facility remain at or above 90 percent lagging. In any event, the bill will not be multiplied by a ratio of less than one. 4.0 Terms of Payment. LP&L shall send CDT a statement each month setting forth the quantities of electric power and energy used and the cost thereof charged in accordance with the above rates. CDT shall submit full payment on the above statements within fifteen (15) days from the dateof the invoice. 5.0 Metering. LP&L shall provide and maintain suitable metering equipment to indicate and record the power and energy. Periodic tests and inspections of metering equipment shall be made every ninety (90) days by LP&L to insure that their accuracy of registra- tion is maintained in accordance with the highest practicable ccnm er- cial standards. The expense involved in such tests shall be in- cluded in the monthly charges for power and energy. On request by either party, special tests shall be made at its expense. Either party shall afford opportunity to representatives of the other to be present at all regular and special tests, if desired. If any test of metering discloses an inaccuracy exceeding two per cent, the parties shall be promptly notified and the account between the parties of service supplied shall be adjusted appropriately. Such correction and adjustment shall be made in the billing from the date the meter became inaccurate, if known; if such date cannot be determined, then such adjustment shall be made -for the previous month or from the date of the latest.test, if within the previous month, and for the elapsed period in the month during which the test was made. Should any metering equipment at any time fail to register or should the registration thereof be so erratic as to be meaningless, the power and energy transmitted shall be determined by the parties from the best available data. (3) P 6.0 Liability of Parties. LP&L assiunes full responsibility and liability for the maintenance and operation of the required electric supply facilities up to the point of delivery to CDT. The point of delivery shall be the.point of metering. Electric power and energy supplied in accordance with the terms of this agreement becomes the property of and the responsibility of CDT after it passes the point of delivery. LP&L will construct all required electric facilities up to, and including, the overhead deadend pole upon which the CDT riser conduit is to be placed.. The cost for the construction of these facilities will be chargeable to CDT'as per paragraph 2.3. LP&L will perform all required maintenance of the electric supply system from the point of delivery to, and including, the overhead deadend pole upon which the CDT riser conduit is to be placed. CDT hereby agrees to com- pensate LP&L for any maintenance performed between the point of delivery and the aforementioned deadend pole within thirty (30) days after the receipt of an invoice. covering such maintenance. CDT shall assume full responsibility and liability for the mainte- nance and operation of the power supply system beyond the deadend pole, including, but not limited to, the conduit, cable and termi- nations placed upon the deadend pole by CDT. 7.0 Force Majeure. In the event of either party hereto being rendered unable wholly or in part by force majeure to carry out its obliga- tions under this agreement other than the obligation to make pay- ment of amounts due hereunder, it is agreed that upon such party's giving notice and reasonably full particulars of the force majeure event in writing to the other.parties hereto within reasonable time after the occurrence, of the cause, then the obligations of the party giving notice, so far as they are affected by force majeure, shall be suspended during the continuance of any inability so caused, but for no longer period; and the cause of the force majeure shall so far as possible be remedied with all reasonable dispatch. The term "Force Majeure" shall mean any cause beyond the control of LP&L or CDT, as the case may be, and which by the exercise of (4) r' due diligence the party is unable to prevent or overcome, including but not limited to an act of God, fire, flood, explosion, strike, sabotage, an act of the public enemy, civil or military authority, including court orders, injunction, insurrection or riot, an act of the elements, failure of equipment or inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers. 8.0 Default. In the event CAT fails to pay as they come due all of its costs, expenses and obligations referred to in this agreement (exclusive, however, of amounts past due as to which a bona fide dispute with which LP&L shall concur exists), the cause of such failure to pay not being related to a breach b} IAL of its ob- ligations contained in this agreement, then CDT's entitlement to power and energy shall be suspended until LP&L shall have been reimbursed for payments due LP&L. 9.0 Cost Revisions. At the end of each contract year, LP&L shall re- view its estimate of monthly charges for power and -energy for the contract year, and in the event such estimate does not substantially correspond with actual expenditures, or if there are at any time during any contract year extraordinary or unusual costs substan- tially affecting the monthly charge for power and energy, LP&L shall prepare and mail to CDT a revised estimate of monthly charges for power and energy which shall supersede the previous estimate of monthly charges for power and energy as a basis for . . CDT monthly payments for the balance of that contract year. 10.0 Point of Delivery. The point of delivery shall be the point of metering electric power or energy supplied to CDT -by LP&L. 11.0 Character and Continuity of Service. Power and energy sold by LP&L hereunder shall be approximately sixty cycles per second and 12,470 volts phase to phase, three phase power. LP&L may temporarily interrupt or reduce deliveries of electric power or energy to CDT if LP&L determines that such interruption'or reduction is necessary in case of emergencies affecting the ability of LP&L to maintain system service. (5) 12.0 Termination. In the event this agreement is for any reason ter- minated, the facilities constructed by LP&L to serve CDT's elec- tric needs will remain the sole property of LP&L. Any rights enjoyed by CDT shall be terminated along with any right for capital reimbursement. 13.0 No Waiver of Default. No waiver of any breach of any covenant or provision of this Agreement shall be construed to be a waiver of any other or subsequent breach of the same or of any other covenant or provision. 14.0 Subject to Governmental Approval. This Agreement, insofar as it is affected thereby, shall be subject to all present and future valid laws of the United States and of the State of Texas and to the applicable present and future rules, regulations or dues of any regulatory agency or authority of the United States or said state, it being the intent of the parties, however, that to the extent that the provisions hereof are not subject to or affected by such laws, rules, regulations, or orders, they shall be and remain legally binding and effective between the parties. 15.0 Notices. All notices and reports to be rendered hereunder by LP&L to CDT shall be addressed as follows: Carbon Dioxide Technology Corporation 11211 Katy Freeway, Suite 320 Houston, Texas 77079 and all notices to given by CDT to LP&L shall be addressed as follows: Lubbock Power and Light. ATTN: Carroll McDonald P.O. Box 2000 916 Texas Avenue Lubbock, Texas 79457 . All notices to'be given by either party to the other party pursuant to any of the terms of this'Agreement shall be forwarded by registered or certified mail-, return receipt requested, and shall be deemed to have been given upon the.date of the mailing thereof as shoran on the post office receipt. Either party may, at any time, direct in writing that particular notices or types of notices (6) be delivered to specific designees *other than those named herein. 16.0 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State 'of Texas. IN WITNESS MEREOF, the parties have executed this Agreement this 22nd day of July ,1982. CARBON OXID LOGY CORPO TION BY:A i President ATTEST: Secretary CITY JF BE IMcAlister, Mayor ATTEST• Evelyn Gaf ga, City Se t -Treasurer APPROVED AS TO CONTENT: Carroll McDonald ` Director of Electric Utilities APPROVED AS TO FORM: en J6hn011 Asst. City Attorney (7)