HomeMy WebLinkAboutResolution - 5828 - Power Agreement - City Of Brownfield - WTMPA, Power Project - 04_23_1998RESOLUTION NO. 5828
Item #27
April 23, 1998
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 Power Agreement,
attached herewith, by and between the City of Lubbock and City of Brownfield, and
any associated documents, which Agreement shall be spread upon the minutes of the
Council and as spread upon the minutes of this Council shall constitute and be a part of
this Resolution as if fully copied herein in detail.
Passed by the City Council this 23rd day of April , 1998.
ATTEST:
kaytq Darnell, City Secretary
APPROVED AS TO CONTENT:
Paul Thompson, Managing Director
of Electric Utilities
APPROVED AS TO FORM:
Richard K. Casner, Natural Resources Attorney
da/ccdocs/poweragrmt-brownfield. res
April 16, 1998
POWER AGREEMENT
BETWEEN
CITY OF LUBBOCK, TEXAS
AND
CITY OF BROXVNFIELD, TEXAS
This Power Agreement ("Agreement') made and entered into by and between the
Cite of Lubbock, Texas ("Lubbock"). and the City of Brownfield. Texas ("Bromvmfield-).
both of which are municipal corporations in the State of Texas (collectively Lubbock and
Brownfield may be referred to as the "Parties' or indi%idually as "Party.").
WITNESSETH:
WHEREAS, West Texas Municipal Po«-er Agency CIATMPA"). a municipal
corporation and political subdivision of the State of Texas, comprised of the cities of
Lubbock. Floydada, Brownfield and Tulia. Texas ("Member Cities'), has adopted and is
proceeding to implement a 62 MW electric poa-er project; and
WHEREAS, the Project will consist of (i) the acquisition. construction and
installation of a dQ-MW combustion turbine generator at Lubbock Power & Light's
("LP&L') Plant No. 2 and (ii) the repowering of either unit b or 7, which are both
existing 22-MW Westinghouse non -reheat, condensing steam turbine generators located
at LP&:L's Plant No. 2 ("the Project") for which WTMPA has contracted for the capacity:
WHEREAS. each Member City has agreed to purchase from WTMPA all power
and energy required for the operation of its electric system in excess of power supplied by
its current generation and transmission facilities (%frith certain exceptions for expansion)
and renewable sources, and have agreed to pay any deficits of WTMPA based upon
assigned percentages, as may be adjusted, established in Section 14 of the Amended
Power Sales .agreement as of April 1. 1998. between WTMPA and the Member Cities:
M,
WHEREAS. the Cities of Floydada. Tulia and Brownfield ("Cities') anticipate
that there will be times when the power production from the Project which otherwise
would be allocated or available for their use will be in excess of their individual power
requirements for their respective electric systems: and
WHEREAS. the Cities have requested Lubbock to take that portion of Cities'
percentages of such power production from the Project which. from time to time, may be
in excess of Cities' requirements and (1) to pay WTMPA the Cost of Project Power, for
such quantities of excess power taken from the Cities, and (2) to pay the Cities a cost
differential for such excess power taken as is described below: and
WHEREAS. Lubbock has agreed to this request under the terms and conditions
hereafter set forth;
NOW. THEREFORE. in consideration of the mutual undertakings herein
contained, Lubbock and Brownfield agree as follows:
SECTION 1: Agreements of Lubbock
(a) Lubbock agrees to take and pay Brownfield for that portion of
Brownfield's percentage of power production from the Project actually received by
Lubbock in excess of Brownfield's requirements.
(b) Lubbock agrees (1) to pay Brownfield for the quantity of power
production from the Project taken in excess of Brownfield's requirements a payment
based upon the difference between the KWH cost of Southwestern Public Service
("SPS") power and the KWH Cost of Project Power as hereinafter defined, and (2) to pay
WTMPA the Cost of Project Power for the quantity of power production taken from the
Project in excess of Brownfield's requirements.
(c) In the event the cost of SPS power should become equal to or less than the
Cost of Project Power. Lubbock agrees that Brownfield shall not be obligated to make
any payment to Lubbock for power taken by Lubbock from the Project in excess of
Brownfield's requirements.
SECTION II: Agreements of Brownfield
(a) Brownfield agrees to sell to Lubbock that portion of Brownfield's
percentage of power production from the Project in excess of Brownfield's requirements.
(b) Brownfield agrees (I ► to accept as payment from Lubbock for power
production from the Project taken in excess of Brownfield's requirements a payment
based upon the difference in dollars between the KWH cost of SPS power and the KVN'H
Cost of Project Power as hereinafter defined, and (2) that Lubbock shall be responsible to
pay WTMPA the Cost of Project Power for the quantity of power production taken from
the Project in excess of Brownfield's requirements.
(c) In the event the cost of SPS power should become equal to or less than the
Cost of Project Power, Brownfield agrees that Lubbock shall not be obligated to make
any payment to Brownfield for power taken from the Project in excess of Brownfield's
requirements.
(d) Brownfield agrees to utilize Project Power in compliance with all terms
and provisions of that certain Gas Purchase Contract (sometimes referred to herein as the
"TMGC Contract'), by and between Texas Municipal Gas Corporation ("TMGC') and
Lubbock, including without limitation, the restrictions described on Exhibit "B", hereto.
SECTION III: Definition of the Cost of Project Power
(a) The Cost of Project Power is defined as the sum of the following costs in
KW or KWH: Demand. Energy. Fuel, Fuel Transportation, O&M. and One-half (1/2) of
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SPS Transportation. These terms are defined as follows:
Demand Actual costs of principal and interest payments on the bonds issued
by WTMPA to finance the Project which are made over any given
year divided by the size of the Project in kilowatts adjusted into
twelve (12) monthly payments.
Energy $0.
Fuel Actual fuel cost. This cost will be charged on the
basis of each net KWH actually produced by the Project. The fuel
cost will be the cost per KWH times the number of KAM taken.
Fuel Actual cost to transport the fuel for the Project. This cost will be
Transportation charged on the basis of each net KWH actually produced by the
Project.
O&M Actual cost for operations and maintenance of the Project,
including without limitation cost for labor, supplies. insurance and
a maintenance reserve fund for major maintenance items.
One-half SPS
Transportation The actual cost divided in half of the transportation fee billed by
SPS to Lubbock to transmit power from Lubbock to the Member
Cities.
For further definition and clarification, examples of the above definitions and their
application to a hypothetical set of circumstances are attached hereto as Exhibit "A" and
incorporated herein for all purposes as part of this Agreement.
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SECTION IV: Brownfield's Use of Gas
Lubbock shall purchase natural gas as fuel to operate the Project under contract
with Texas Municipal Gas Corporation ("TMGC"). TMGC will issue (or has issued) tax-
exempt bonds to finance the delivery of the gas. TMGC, therefore. has imposed certain
restrictions on the use of power generated from fuel provided by it to Lubbock and
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requires that these restrictions apply to any Parties receiving power from the Project.
Brownfield expressly agrees herewith to observe and follow all of these restrictions
during the effective period of the TMGC Contract. These restrictions include. but are not
necessarily limited to. those set forth in Exhibit "B" attached hereto and incorporated
herein for all purposes as a part of this Agreement.
SECTION V: Term of Agreement.
Subject to the terms hereof, the Term of this Agreement shall be of equal duration
with any outstanding "West Texas Municipal Power Agency Revenue Bonds. Series
1998" (the "Bonds") and shall continue thereafter unless either Lubbock or Brownfield
gives one (1) year advance notice of termination.
In the event Lubbock shall dispose or abandon substantially all of the electric
generating facilities owned by it or electric generation facilities related to the Project, and
the Bonds have been paid, or provision for their payment has been made, pursuant to the
terms of the Resolution authorizing the issuance of the Bonds. Lubbock. at its election,
may terminate this Agreement as of the effective date of such disposal or abandonment.
Upon such termination. Lubbock shall be released and relieved of all of its obligations
and liabilities under this Agreement. occurring or accruing from and after the effective
date of such disposal or abandonment.
SECTION VI. Notification.
At such times as Brownfield determines that its percentage of production from the
Project exceeds its requirements, it shall provide Lubbock fifteen (15) days advance
notice orally and shall confirm by facsimile notice the quantity of power which will be in
excess of its requirements and the anticipated duration of the excess condition.
SECTION ViI. Method of Payment
For the KWH taken by Lubbock or for which Lubbock has agreed to pay in
excess of Brownfield's requirements. Lubbock shall make payment to Brownfield under
the payment formula hereinabove set forth within fifteen (15) days following the close of
the month of the transaction. Payment shall be made to Brownfield at 201 W. Broadway,
Brownfield, Texas 79316. Other arrangements mutually agreeable to the Parties which
may be utilized shall not be construed as altering Lubbock's obligation to make payment.
Unpaid amounts shall be subject to a late payment charge equal to one percent
(1%) per month; provided, however, that such late payment charge shall not exceed the
maximum charge which may be collected under the provisions of Texas law. Should
Brownfield dispute a payment amount and it is later determined that an underpayment
occurred., Lubbock shall pay forthwith to Brownfield the amount of the underpayment,
together with one percent t 1 %) per month of the amount underpaid for the period of the
underpayment.
SECTION VIII. Default
(a) As used in this Section VIII. "default" shall mean the failure of Lubbock
or Brownfield to perform any obligation in the time and manner required by this
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Agreement, except where such failure to discharge obligations (other than the payment of
money) is the result of Force Majeure as defined in Section XXIII hereof.
(b) Upon failure of a Party hereto to perform any obligation required
hereunder. the other Party shall give written notice of such default to the Party in default.
The Pam in default shall have thirty (30) days within which to cure such default, and, if
cured within such time. subject to the terms of Section VIII. subparagraph (c). below, the
default specified in such notice shall cease to exist.
(c) If a default is not cured as provided in paragraph (b) above, or if damages
for default have been occasioned by or shall have occurred to the non -defaulting Party
notwithstanding cure by the defaulting party. the Parry not in default may resort to all
remedies available at law or equity, including recovery of reasonable expenses and
reasonable attorneys' fees incurred in connection therewith.
SECTION IX. Governing Law and Venue.
,The validity, interpretation and performance of this Agreement and each of its
provisions shall be governed by the laws of the State of Texas. Venue for any litigation
arising out of a dispute under this Agreement shall lie in Lubbock County. Texas.
SECTION X. Notice
4ny notice, request, demand or statement which may be given to or made upon a
Party hereto by the other Party hereto under any of the provisions of this Agreement shall
be in writing, unless it is specifically provided otherwise herein. and shall be treated as
duly delivered when the same is either (1) personally delivered to the Director of Electric
Utilities for the City of Lubbock or the City Manager of the City of Brownfield. or (2)
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deposited in the United States mail, by certified mail, postage prepaid, and properly
addressed to the Party to be served. as follows:
If the notice is to Lubbock:
If the notice is to Brownfield:
Director of Electric Utilities
City of Lubbock
P. O. Box 2000
Lubbock, Texas 79457
City !Manager
City of Brownfield
201 W. Broadw-ay
Brownfield. Texas 79316
The names, titles and addresses of either Party in this section may be changed by
written notification to the other Parry.
SECTION XI. Section Headings Not to Affect Meaning
The descriptive headings of the various articles and sections of this Agreement
have been inserted for convenience of reference only and shall in no way modify or
restrict any of the terms and provisions thereof.
SECTION )II. Effective Date of Agreement
The effective date of this Agreement shall be the date on which the commercial
operation of the 40 MW combustion turbine generator under the Project commences.
SECTION )III. Counterparts.
This Agreement shall be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instru rent.
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SECTION XIV. Amendments.
This Agreement may only be amended by a writing signed by both Parties.
SECTION XV. Exhibits
Exhibits A and B referred to herein and attached hereto are made a part hereof for
all purposes.
SECTION XVI. Severabilitv.
In the event any material term, covenant or condition of this Agreement, or any
amendment hereto, or the application of any such term. covenant or condition shall be
held invalid, illegal or unenforceable as to any Party or circumstances by any court or
regulatory authority having jurisdiction. Lubbock and BroAmfield shall conduct good
faith negotiations for the purpose of reaching a mutually acceptable written agreement to
replace the deleted provision(s)with provision(s) that will most nearly accomplish the
purpose and intent of the deleted provision(s).
SECTION XVII. Computation of Time.
In computing any period of time prescribed or allowed by this Agreement, the day
of the act, event or default from which the designated period of time begins to run shall
not be included. The last day of the period so computed shall be included unless it is a
Saturday, Sunday or legal holiday, in which event the period shall run until the end of the
next business day that is neither a Saturday. Sunday nor a legal holiday.
SECTION XVIII. Limitation.
This Agreement is not intended to and shall not create rights of any character
whatsoever in favor of any person_ corporation, association or entity other than the Parties
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to this Agreement, and the -obligations herein assumed are solely for the use and benefit
of the Parties to this Agreement, their successors in interest. or assigns.
SECTION XIX. Waivers.
-, waiver by a Part' of a default by the other Pam shall not be deemed a waiver
of any other or subsequent default.
SECTION XX. Regulation.
This Agreement is subject to applicable federal, state and local laws, ordinances,
rules and regulations. Nothing herein contained shall be construed as a waiver of any
right to question or contest any such law, ordinance, rule. regulation or asserted
regulatory jurisdiction.
SECTION M Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of and be binding
upon the successors and assigns of the Parties hereto. but neither Party shall assign its
interest in the Agreement in whole or in part without the prior written consent of the other
Party, which consent will not be unreasonably withheld.
Nothing contained herein shall require the consent of the non -transferring party to
a transfer of this Agreement by virtue of a sale or other disposal of substantially all of the
electric generation facilities of Lubbock or electric generation facilities related to the
Project. Upon assignment. if the Bonds have been paid_ or provision for their payment
has been made, pursuant to the terms of the Resolution authorizing the issuance of the
Bonds. Lubbock shall be released and relieved of all of its obligations and liabilities
under this Agreement, occurring or accruing from and after the effective date of such
assignment.
IN
SECTION XX11. Survivorship of Obligations.
Except as otherwise provided herein, the termination or cancellation of this
Agreement shall not discharge any Party from any obligation it owes to the other Party
under this Agreement by reason of any transaction, loss, cost, damage. expense or
liability that shall occur or arise prior to such termination. It is the intention of the Parties
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that any such obligation owed (whether the same shall be known or unknown as of the
termination or cancellation of this Agreement) shall survive the termination or
cancellation of this Agreement.
SECTION XXIII. Force Maieure
Neither Party shall be liable to the other Party for failure to perform its obligations
under this Agreement when such failure is attributable solely to Force Majeure. Force
Majeure shall mean any cause beyond the reasonable control of either Party. including,
without limitation, failure. or imminent threat of failure, of facilities or equipment flood.
freeze. earthquake, storm. fire, lightning, other acts of God. epidemic. war. acts of a
public enemy, riot, civil disturbance or disobedience, strike. lockout work stoppages.
other industrial disturbance or dispute, labor or material shortage, sabotage, restraint by
court order or other public authority. and action or nonaction by, or failure or inability to
obtain the necessary authorizations or approvals from, any governmental agency or
authority. which by the exercise of due diligence it could not overcome. Nothing
contained herein shall be construed so as to require the Parties to settle any strike,
lockout. work stoppage or any industrial disturbance or dispute in which it may be
involved. or to seek review of or take an appeal from any administrative or judicial
action. Failure of Lubbock to make payments to Brownfield required by this Agreement
shall not be construed as an event occasioned by force majeure.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed this 23 day of April, _"- _
CITY OF LUBBOCK:
BY: 4�� I'Z4
WINDY SITTO .1 YOR
ATTEST:
Ka , e Darnell, City Secretary
APPROVED AS TO CONTENT:
Paul Thompson, Managing Director
of Electric Utilities
APPROVED AS TO FORM:
Richard K. Casner, Natural Resources Attorney
da/final-poweragr-brownfietd. doc
April 22. 1998
1998.
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EXHIBIT ~A"
Demand
Example: The principal and interest payments for a particular year are $2,968,560.
Assume the size of the Project is 62.000 KW.
Demand = ($2.968,560)/(62,000 KW) �(12 months)
Demand = $3.99 per KW per month
Fuel
Example: Total fuel used = 363,700 MMBTU at $1.82 per MMBTU for a total fuel cost
of $661,934. Assume 43,850,000 Kali are actually provided, the cost per
KWH would be $661,934/43,850.000 KWH or $0.0151 per KWH taken.
Fuel Transportation
Example: Assume the cost to transport from all lines is 0.217 per MN1BTU. 363,700
MMBTU transported so the total transportation cost is $78.923. When this is
charged on the basis of 43,850,000 KWH actually produced, the cost per
KWH would be $0.0018 per KWH taken.
(No example)
One -Half SPS Transportation
Example: SPS currently charges $0.00342 per KWH. Since much of this power will not
leave Lubbock, the cost will be split between Brownfield and Lubbock 50150
or $O.00171 per KWH.
Sample Application
Using the above definitions and examples, the cost of Project power would be as follows
for 1,000 KW of capacity and 744,000 KWH of energy.
Cost of Project Power = Demand ($3.99 x 1.000 KW) + Energy ($0) + Fuel
($0.0151 x 744.000 KWH) + Fuel Transportation ($0.0018 x 744,000 KWH)
+ O&M ($0.005 x 744,000 KWH, + 1r2 SPS transportation ($0.00171 x
744.000 KWH)
-2-
Cost of Project Power = $21,555.84 or $0.028973 per KWH.
The actual payments made by Lubbock will be based upon the actual power taken. A
complete example showing payment calculations is as follows:
Example:
Cost of SPS Power
Demand $6.80/KWH
Energy $0.0007/KWH
Fuel Actual (Est. at $0.021/KWH
Using 1 MW, 744,000 KWH
Cost = $22,944.80/month
Cost = $0.030840/KWH
Cost of Project Power
Demand Actual (use $3.99KW)
Energy $0
Fuel Actual (use $0.0151 KWH)
Fuel Transport (use $0.001 8/KWH)
O&M Actual (use $0.005,XWH)
One-half SPS Transportation Actual (use
$0.00171 /KWH)
For 1 MW 744,000 KWH
Cost = $21,555.84/month
Cost = $0.028973/KWH
Payment = (Cost of SPS Power - Cost of Project Power) (Availability)
Availability = (Energy Received by Lubbock)/(Total Energy Available)
Note: The Energy received by Lubbock would equal the total energy available unless the
unit was out of service for some time and/or some of the energy was taken by
Brownfield. Energy actually moving over the SPS system would pay the full
$0.00342/KWH transportation charge.
Assume that of the total energy available 744,000 KWH Brownfield took 7,000
KWH to meet curtailment and that the unit did not run. for 2 hours (1,000 x 2 hr. = 2,000
KWH). Lubbock would receive 744,000-7,000-2,000 =.735,000 KWH.
Availability = 735,000/744,000 = 0.987903
Under this example, Lubbock would pay Brownfield:
Payment = (Cost of SPS power - Cost of Project Power) (Availability)
Payment = (22,944.80 - $21,555.84) (0.987903)
Payment = $1.372.16
EXHIBIT "B"
TMGC RESTRICTIONS
(a) General. Brownfield's Use of Gas.
Brownfield shall use power and energy delivered to it from the Project solely for
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public uses which it considers necessary, useful, or appropriate in connection with the
operation of its electric utility system.
(b) To Preserve Tax Exemption
Brownfield shall not knowingly use or permit the use of electric power and energy
delivered to it from the Project (or any property used to distribute or consume such power
and energy from the Project) in a manner which (or shall knowingly take or omit to take
any other action which, if taken or omitted, respectively) would adversely affect (1) the
exclusion of interest on any Bond. as defined in the TMGC Contract, issued by TMGC
from the gross income, as defined in section 61 of the Internal Revenue Code, of the
owner of the Bond, as defined in the TMGC Contract, for federal income tax purposes, if
interest on such bond was stated to be excluded from gross income for federal income tax
purposes when such Bond. as defined in the TMGC Contract, was issued, or (2) the
exemption of the leases and royalties, as defined in the TMGC Contract, and their
production from property and severance taxes. Without limiting the generality of the
foregoing, Brownfield shall comply with each specific covenant of Article 13 of the
TMGC Contract. at all times prior to the last maturity of TMGC bonds. unless and until
(1) TLiGC shall have waived compliance with such covenant in writing or (2) Brownfield
shall have delivered to TMGC and each Trustee, as defined in the TMGC Contract, an
Opinion of Counsel, as defined in the TMGC Contract, to the effect that failure to comply
with such covenant, either generally or to the extent described therein, will not adversely
affect any exclusion of interest on any such Bond, as defined in the TMGC Contract,
from the gross income, as defined in section 61 of the Internal Revenue Code, of the
owner of the bond for federal income tax purposes or any applicable property or
severance tax exemption, and thereafter such covenant shall no longer be binding upon
Brownfield to the extent described in such Opinion of Counsel, as defined in the TMGC
Contract, anything in any other provision of this Section of Article 13 of the TMGC
Contract to the contrary notwithstanding. If, due to the promulgation of new or amended
Regulations. as defined in the TMGC Contract. the issuance of a private letter ruling to
TMGC or a published ruling, or otherwise, Th1GC concludes that compliance with any
such covenant is not required to preserve the exclusion of interest on any Bond, as
defined in the TMGC Contract, from such gross income, TMGC shall seek an Opinion of
Counsel, as defined in the TMGC Contract, to such effect and, upon receipt of such an
opinion, shall so waive compliance with such covenant and shall notify Brownfield of
such waiver.
(c) Use in Limited Service Area.
Unless otherwise agreed by TMGC in writing, Brownfield agrees to resell power
and energy received by it from the Project to persons who will consume the power and
energy in a qualified service area or qualified annexed area within the meaning of section
141(d)(3)(B) of the Internal Revenue Code. For such purposes, (1) Brownfield's
"qualified service area" means an area throughout which Brownfield has provided electric
utility service at all times during each 10-year period prior to the date on which TMGC
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acquires a Production Right, as defined in the TMGC Contract, pursuant to which gas
sold and delivered to the Project is produced or otherwise delivered to TMGC, and (2)
Brownfield's "qualified annexed area" means an area (a) that is contiguous to one of
Brownfield's qualified service areas or previously annexed qualified annexed areas and is
annexed by Brownfield for general governmental purposes, (b) within which Brownfield
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furnishes electric utility service, available to all members of the general public, and (c)
that does not exceed 100/6 of the area of the qualified service area to which it is
contiguous and all previously annexed qualified annexed areas contiguous thereto,
determined as of the end of the calendar year preceding the calendar year in which such
area is annexed.
(d) No Private Use or Payments.
Prior to the last maturity of the Bonds, as defined in the TMGC Contract,
Brownfield shall not use or permit the use of power and energy delivered to it from the
Project (or any property used to consume or distribute such power and energy) directly or
indirectly in any private business use, unless otherwise agreed by TMGC in accordance
with the applicable provisions of each Indenture, as defined in the TMGC Contract. For
these purposes, "private business use" means any trade or business carried on by any
person, or any activity of any Person, as defined in the TMGC Contract. other than a
natural Person, in each case excluding state and local governments, unless (1) such use is
merely as a member of the general public, (2) such property is intended to be and is in
fact reasonably available for use on the same basis as natural persons not engaged in a
trade or business. (3) no priority rights therein or special benefits therefrom are extended
to such Person (other than customary and reasonable differences in rates for different
classes of users), and (4) the term of committed use (including renewal options) does not
exceed 180 days.
For purposes of the foregoing covenant. property is considered to be "used" by a
person if:
person.
I . Dispositions: it is sold or otherwise disposed of. or leased. to such
2. Operation and Management: It is operated, managed, or otherwise
physically employed, utilized. or consumed by such Person, as defined in the
TMGC Contract, excluding operation or management pursuant to an agreement
which meets the guidelines set forth in Revenue Procedure 97-1:. including any
amendments or revisions thereto or superseding Regulations, as defined in the
TMGC Contract, or is described in subparagraph (A) through (D) of Section
1. 1 41-3(b)(4)(iii) of such Regulations;
3. Legal Entitlements: capacity in or output or service from such
property is reserved or committed to such Person under a take -or -pay, output
incentive payment, or similar contract or arrangement or special legal entitlements
(e.g., priority rights) to beneficial use of such property are extended to such
Person, as defined in the TMGC Contract; or
4. Economic Benefit: In the case of property not available for use by
the general public, such property bestows a special economic benefit on such
Person.
finaltxh-Browntidd. m
April 16. 1998