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HomeMy WebLinkAboutResolution - 5837 - Authorization-DEU_Designee-Approve Large Commercial Electrical Service Contracts - 04_23_1998RESOLUTION NO.5837 Item #32 April 23, 1998 RESOLUTION WHEREAS, the City Council of the City of Lubbock deems it to be in the best interests of the citizens of the City of Lubbock to expedite the performance of Lubbock Power & Light business by granting Lubbock Power & Light authority to approve large commercial customer contracts on a standard form; and WHEREAS, such authorization will permit Lubbock Power & Light to offer additional contract services to Lubbock businesses, such as, but not limited to, new products, lease programs, customized LP&L billing, load management, communication services and other services commonly offered by the electric utility industry to commercial customers; and WHEREAS, such authorization will further permit LP&L to offer custom rate incentives to Lubbock businesses, such as, but not limited to, time of day, seasonal, load factor, added demand/energy or such other custom rate incentives as are commonly offered by the electric utility industry to commercial customers; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Director of Electric Utilities or his designee is hereby authorized and directed to approve large commercial electrical service contracts in substantially the same form as the draft agreement attached hereto as Exhibit A. Passed by the City Council this 23rdday of April , 1998. T ATTEST: Ka Darnell, City Secre APPROVED AS TO CONTENT: Paul Thomp on, Director of Electric Utilities APPROVED AS TO FORM: Wrrald G. Vandiver, First Assistant City Attorney Ddres/ele-con.res AGREEMENT BETWEEN (CUSTOMER NAME) Fi`;i7 LUBBOCK POWER AND LIGHT (DATE) IN AGREEMENT This AGREEMENT made and entered into by and between and The City of Lubbock, Texas, d.b.a. LUBBOCK POWER & LIGHT ("LP&L"), each acting by and through its duly authorized official as follows: NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, That for and in consideration of the mutual benefits to the parties hereto, it is mutually agreed as follows: I. DESCRIPTION OF SERVICE OR RATE TO BE PROVIDED A detailed description of the service or rate to be provided under this Agreement is shown in Exhibit "A," lip ELECTRIC SERVICE A. Purchase: Subject to any notice provisions and the terms of any existing agreements with your existing electric service provider, customer, during the term of this Agreement, shall, purchase all its electric power requirements for its facilities within the LP&L service area from LP&L.. B. Term: The original term of the electric service provisions of this Agreement shall be years unless earlier suspended in 2 accordance with this Agreement. Such term shall begin upon the date of the first delivery of electric energy pursuant to this contract. C. Price and Price Adjustment: The prices to be paid by customer to LP&L for electricity supplied pursuant to this Agreement, and adjustments to such prices, shall be in accordance with the provisions shown in Exhibit `B." D. Prices Upon Expiration of Agreement Upon expiration of this Agreement or any extensions of this Agreement, customer shall have the preferential right to purchase electrical power under the same terms and conditions existing under this Agreement on a year-to-year basis subject to cancellation upon one (1) year's written notice by either party. E. Payment: Subject to the provisions set out above, customer shall pay to LP&L all invoices for electrical power in accordance with LP&L's present or agreed to billing and payment policy. Exhibit "C" illustrates the agreed payment plan. "11 SUSPENSION OF SERVICE A. Suspension by Customer: The electric service provisions of this Agreement as provided herein, may be suspended by customer sixty (60) days after LP&L has received formal written notice from the customer of any of the following events specifying the matters or events complained of and upon the failure of LP&L to reasonably cure the complained of condition within sixty (60) days from the date of receipt of such notice: The failure of LP&L to deliver electricity to customer within the rate represented. 2. The change of ownership and/or control of LP&L through the sale or transfer of its assets, through the entering into of any contract, operating agreement, cooperative arrangement or other arrangement that results in the change of management and control of the operation of LP&L and/or its assets without the prior written consent of customer, which consent will not be unreasonably withheld. Refusal by customer to consent to any such change of ownership and/or control based upon its sole evaluation of the impact upon customer taking into consideration the new controlling parties contractual and/or other arrangements, stability and condition, operating ability and record, service reliability, overall stability and historical performance shall not be considered unreasonable for purposes of this Agreement. A material breach of any obligation of LP&L under this contract. B. Suspension by LP&L: The provisions of this Agreement as provided herein, may be suspended by LP&L sixty (60) days after customer has received formal written notice of a material breach of any obligation of customer under this contract specifying the matters or events complained of and upon the failure of customer 4 to reasonably cure the complained of condition within sixty (60) days from the date of receipt of such notice. C. Lease of Distribution Lines and Facilities Following Suspension: In the event of a suspension of this Agreement and the election of customer not to continue the purchase of electric power from LP&L, then the parties shall enter into a Lease Agreement covering the distribution lines and facilities of LP&L on the premises of the customer, to the extent such lines and Facilities continue to be used to deliver electricity to customer following the suspension of LP&L service, which Lease shall continue in effect so long as customer continues the use of any Facilities owned by LP&L for the distribution of electric power to its premises. The consideration for any such Lease of distribution lines shall be calculated based upon the lessor of the current wheeling rate charged by LP&L to compatible ,customers or on the basis of a percentage equal to one and one-half (1/1/2) times the interest rate being paid on the most recent bond issue involving LP&L immediately preceding the leasing of the distribution lines. The installation costs of the distribution lines to be leased shall be multiplied by the resulting percentage and such amount shall represent the annual rental, with the monthly rental being determined by dividing the annual rental by twelve (12). D. Cooperation Upon Suspension: In the event of a suspension of electric service hereunder, LP&L shall cooperate with customer and any third party electric supplier in an effort to insure a minimum of interruptions in service to customer. 5 E. Purchase of Lines and Facilities: Upon mutual agreement, customer may purchase said distribution lines and facilities at fair market value insofar as such is allowed by the laws and Constitution of the State of Texas. IV. ASSIGNMENT This Agreement may not be assigned by LP&L without the prior written consent of customer, which consent will not be unreasonably withheld. V. NO PARTNERSHIP, JOINT VENTURE OR LENDING OF CREDIT INTENDED It is specifically agreed that the parties do not intend by this Agreement to create any species of partnership, joint venture or other legal entity between them. The rights and obligations of the parties are to be governed strictly by this Agreement, and it is not intended that there shall be any lending of credit by one party to the other or that either party shall be entitled to create any obligation binding on the other party not specifically provided for herein. Nothing herein shall be construed as a loan or pledge of credit or assets by the City of Lubbock or by LP&L as prohibited by Article 3, Section 52 of the Texas Constitution or otherwise. PROHIBITIONS ON CERTAIN CONTRACTS Customer shall not enter into any contract or other understanding or arrangement, with any person pursuant to which the electrical energy will be sold to or 0 used by any person in its trade or business unless such use is solely as a member of, and on the same terms as, the general public. VH. INDEMNITY Customer shall not be liable or responsible for and shall be saved and held harmless by LP&L for and insofar as the Constitution and laws of the State of Texas allow from and against any and all claims and damages of every kind, including but not limited to, claims for any violation of any local, state and/or federal law, regulation or rule, or for injury or death to any person or persons or from damage to or loss of property arising out of or attributed directly or indirectly to the activities of LP&L under this Agreement. LP&L shall be saved and held harmless by customer from and against any and all claims and damages of every kind, including but not limited to any violations of any local, state and/or federal law, regulation or rule, for injury or death to any person or persona and from damage to or loss of property arising out of or attributed directly or indirectly to the activities, operation and/or maintenance of customer pursuant to this contract. FORCE MAJEURE Notwithstanding anything to the contrary herein, it is understood that any failure of LP&L to perform any obligation set forth in this agreement shall not be cause for assessment of additional costs against LP&L or suspension of this Agreement if such failure is the result of "force majeure." For purposes of this paragraph, "force majeure" 7 shall mean acts of God, lightning, fires, storms, riots or other causes beyond the reasonable control of LP&L. IN ENTIRE AGREEMENT The provisions contained in this writing shall constitute the entire agreement between the parties hereto irrespective of any discussions, negotiations, exchange of data and information from and between customer and its agents, employees, or consultants, and LP&L. LP&L expressly represents that it has made its separate independent evaluation of all the matters covered by this Agreement and the Exhibits attached hereto, and that LP&L's proposal and this Agreement resulting therefrom is based upon such independent evaluations and not upon reliance upon any discussions, data, or information provided by customer, its agents, employees, or consultants_ X. APPLICABLE LAW The laws of the State of Texas shall govern the validity, performance and enforcement of this Agreement and the venue for any legal proceedings shall be in Lubbock County, Texas D. XL BINDING EFFECT This Agreement shall be binding on the parties hereto, their successors and assigns. MADE AND ENTERED into this day of 1998 by: ATTEST: LUBBOCK POWER & LIGHT By: Director of Electric Utilities (CUSTOMER NAME) 0 0