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HomeMy WebLinkAboutResolution - 1297 - Amendment #2 To Agreement - CDT Corp - Boiler Distilled Water Pump - 01_13_1983rA, 3�o�,� SO, � RESOLUTION 1297 - 1/13/83 Amends original contract (Reso 61 See also - Reso 744 KJ:da 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 Second Amend- ment to Purchase and Sale Agreement between Carbon Dioxide Technology Corp. and City of Lubbock 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 a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 13th day of January ,1983. BItt McALIST R, MAYOR ATTEST: Evelyn Gaffga, Cit S tary-Treasurer APPROVED AS TO `CONTENT: Carroll McDonald, Director, Electric Utilities APPROVED AS TO FORM: Ken Johns n, Assistant City Attorney RESOLUTION 1297 - 1/13/83 Amends OrigscConr #: 15eia.alsoReso 744 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN CARBON DIOXIDE TECHNOLOGY CORP. AND CITY OF LUBBOCK STATE OF TEXAS COUNTY OF LUBBOCK § § CARBON DIOXIDE TECHNOLOGY CORPORATION, a Texas corporation (hereinafter referred to as "Buyer"), having its principal office at 11211 Katy Freeway, Suite 320, Houston, Texas 77079, and the CITY OF LUBBOCK (hereinafter referred to as "Seller"), do hereby covenant and agree as follows: WHEREAS Buyer and Seller did mutually covenant and agree and did enter into a contract on the 25th day of September, 1980; and, WHEREAS Buyer and Seller did mutually amend said contract by written amendment dated March 12, 1981; and, WHEREAS Buyer has indicated to Seller that in order to properly discharge its obligations to Seller under the contract heretofore mentioned, and specifically to operate their carbon dioxide recovery plant, located adjacent to the Holly Avenue Power Station, Lubbock, Texas, in a good and workmanlike manner, that it will be beneficial to install a pump at Holly Steam Unit No. 1, in order to properly utilize and operate the said plant as contemplated by the original agreement between the parties; and, WHEREAS Buyer has further indicated to Seller that in order to properly utilize said plant in the same manner as indicated in the hereinabove recited paragraph, that it will be beneficial for Buyer to purchase from Seller boiler distilled water, also known as condensate water for boiler make-up, and to use the evaporation pond located at the Holly Avenue Power Plant, and for Buyer to install certain installations as hereinbelow recited, in order to properly utilize and operate the said plant as contemplated by the original agreement between the parties; and, WHEREAS, Seller and Buyer are in agreement that the insurance coverage as required and promulgated under paragraph 21 of the original contract as entered into between these parties on September 25, 1980, is no longer adequate for purposes of this contract, and such insurance coverage should be reissued and increased in certain facets; and WHEREAS Seller is in agreement that said pump should be installed at Holly Steam Unit No. 1, and Seller is in further agreement that Buyer should purchase said water and use the evap- oration pond located at the Holly Avenue Power Plant, subject to certain conditions recited hereinbelow; NOW THEREFORE, Seller and Buyer do mutually covenant and agree as follows: I. Original Contract and Amendment The original contract entered into on September 25, 1980, and subsequently amended on March 12, 1981, shall remain in full force and effect, except as modified herein. II. Second Amendment This second amendment (the first amendment to the original contract being effected March 12, 1981), shall be effective as of its date of execution hereinafter set forth. Installation of Pump Seller hereby grants to Buyer the right to install a pump at Holly Steam Unit No. 1 condensate storage tank, at an agreed upon location for the purpose of pumping condensate water to be used by Buyer at its carbon dioxide recovery plant, subject to the terms of the original agreement and to the following conditions as stated: (1) All the piping used in connection and in conjunction with said pump shall be approved by an authorized repre- sentative of Lubbock Power and Light Company (herein- after referred to as "L.P.&L.") prior to installation of said piping. The purpose of such approval shall be to prevent or minimize any interference with normal opera- tion of the Holly Avenue Power Plant; r (2) All electricity needed to utilize said pump shall be furnished by Buyer; (3) All valves and piping needed to utilize said pump shall be installed by Buyer One valve installed shall be specified and regulated by an authorized representative of L.P.&L., and such valve shall be designed and shall function as the maximum flow control device of said pump. Normal flow shall be regulated at three (3) gallons per minute, except that a higher volume of flow may be allowed if requested by Buyer, but such higher volume of flow shall be allowed only if an authorized representative of L.P.&L. shall first determine the availability, if any, of water needed to increase such volume of flow and shall approve such increase. (4) A measuring system having the capability to measure in one -tenth (1/10) gallons, with a two percent (2%) ac- curacy, shall be installed by Buyer. Such system shall be calibrated at least once a calendar year, or at the request of the authorized representative of L.P.&L. (5) An authorized representative of L.P.&L. shall determine the availability of water for said pump, and said water shall be supplied only upon said representative's determination. Such water shall be supplied for said pump only when it is determined that a sufficient quantity can be manufactured for both Seller's and Buyer's facilities. (6) The pumping systems for said pump shall be designed and installed in such a manner that under extreme emer- gencies, water can be pumped from Buyer's facilities back into L.P.&L.'s facilities. An extreme emergency is one in which the circumstances are such that the sub- stantial threat of loss or actual loss of property or life is imminent. Whether such circumstances constitute an extreme emergency shall be determined by an autho- rized representative of Seller or of L.P.&L. If both parties shall agree, the cost of said returned water shall be deducted from the cost of said water charged to Buyer. (7) The cost charged to Buyer for the consumption of said water pumped through such pumping system shall be deter- mined at the current rate of sale as determined by Seller or L.P.&L, as set forth in ATTACH11ENT "A", attached to this Agreement and incorporated by reference herein. IV. Purchase of Boiler Distilled Water (1) Seller hereby agrees to sell, and Buyer hereby agrees to purchase, whenever Buyer needs such water, boiler dis- tilled water, also known as condensate water for boiler make-up, from Seller or from L.P.&L., subject to the stipulations and conditions stated in Section III and other applicable provisions of this Agreement. (2) Neither Seller nor L.P.&L. shall be responsible or in any way liable for the quality of such water sold to Buyer under this Agreement. (3) Buyer shall be required to purchase said water only in the amounts desired by it. (4) The cost charged to Buyer for the consumption of said water shall be determined by applying either of the two formulas recited in Attachment "A", attached to this Agreement and incorporated by reference herein. Appli- cation of either formula shall be determined by the composition of the water being consumed by Buyer, such composition being either "evaporated water" or "demin- eralized water". (5) Seller or L.P.&L, shall notify Buyer if and when said water is being consumed by Buyer and if and when Seller is unable for whatever reason to provide said water to Buyer. Such consumption shall be measured by an appro- priate meter designed for such function, and then be billed as a monthly charge to Buyer to be due and payable by Buyer upon receipt. V. Use of Evaporation Pond Seller hereby grants to Buyer the right to use L.P.&L.`s evaporation pond, located at the Holly Avenue Power Plant, and for Buyer to install certain installations, subject to the terms of the original agreement and to the following conditions as stated: (1) Buyer shall install, maintain, and supply any and all power to one certain floating spray system that shall evaporate the waste water from Buyer's carbon dioxide recovery plant and L.P.&L.'s waste water from its Holly Avenue Power Station. Said floating spray system shall be approved by an authorized representative of L.P.&L. before being utilized and operated for the purposes stated in this Agreement. Such spray system shall have and exhibit the capacity to evaporate a volume of five thousand (5,000) gallons of waste water per day from either or both of the hereinabove named facilities. (2) Buyer shall clean and/or remove any and all solids from said evaporation pond at a time determined necessary by the authorized representative of L.P.&L. or any appro- priate and authorized government agency or entity. Such removal and/or cleaning shall be accomplished at the expense of and costs to Buyer, including any damage resulting therefrom, and Seller or L.P.&L. shall bear no expense or costs of such cleaning and/or removal, nor assume any liability for such cleaning, removal, and/or any damage resulting therefrom. (3) Buyer may dispose of said waste water into Seller's Sanitary Landfill if the source of such water is floor drains and boiler blowdown. Buyer shall not dispose of waste water in such Sanitary Landfill if said water contains measurable traces of heavy metal from boiler acidizing or other harmful processes; rather, Buyer shall dispose of such water in a specified disposal well, or by other State of Texas approved methods. (4) Buyer shall repair or replace any part or all of the vinyl liner which lines said evaporation pool if such repair or replacement shall become necessary. Buyer shall repair or replace such liner at its own expense, and at no cost to L.P.&L. or to Seller. Buyer shall assume all liability for damages caused by failure to timely replace or repair said liner if repair or re- placement is necessary. Repair or replacement shall become necessary if and when an authorized represen- tative of L.P.&L. or any appropriate and authorized government agency or entity shall determine that the purposes and/or the utilization of said evaporation pool is being impaired due to the conditions of the vinyl liner. (5) Authorized representative(s) of L.P.&L. shall have the sole control of said floating spray system and they shall determine what hours and schedules said system shall be in operation. Said representative(s) shall have sole access to the ignition and operation of said system, notwithstanding Buyer's duties as recited under other provisions in this Agreement. VI. Insurance Buyer hereby convenants and agrees to procure, carry, and maintain insurance protection as hereinafter specified, with the sole cost and expense of such insurance to be paid by Buyer. Such insurance shall be maintained for the term of this contract and shall be carried with any insurance company licensed to do business in the State of Texas. Such insurance company utilized by Buyer for this section's purpose shall have at the time of the purchase of such insurance, and shall maintain during the term of such insurance, at least a rating of AXV..Coverage of such insurance shall include and insure any and all of Buyer's actions, operations, privileges, and duties pursuant to this Agreement, regardless of whether such action, operation, privilege and/or duty is performed by Buyer or its agents, employees, independent contractors, or any other pertinent parties. Buyer hereby covenants and agrees to procure, carry, and maintain the following insurance policies pursuant to the terms of this Agreement and to the intent of the parties: A. One or more certain insurance policies of and for com- prehensive general liability (CGL), with combined single limit amount of one million dollars ($1,000,000.00) per occurrence for bodily injury and property damage. Such coverage shall include: (1) premiums and operation costs (2) explosion and collapse hazard (3) contractual liability (4) broad form property damage (5) underground hazard (6) products and completed operations hazard (7) independent contractors (8) personal injury (with exclusion "C" waived) (9) other coverage as provided by the broad form comprehensive general liability endorsement, either Form G-222, TXMP-205, or other similar coverage; B. One or more certain insurance policies of and for com- prehensive automobile liability (CAL), with a combined single limit of one million dollars ($1,000,000.00) per occurrence for bodily injury and property damage. Such coverage shall include: (1) all owned vehicles (2) all non -owned vehicles (3) all hired vehicles; C. One or more certain insurance policies of and for owner's protective or contingent public liability insurance and property damage insurance, naming Seller as the insured, with limits of one hundred thousand dollars ($100,000.00) per person and three hundred thousand dollars ($300,000.00) per occurrence. Such policy or policies shall include bodily injury coverage, including accidental death, and shall include one hundred thousand dollars ($100,000.00) per occurrence for property damage; D. One or more certain insurance policies of and for workers' compensation and employers' liability, as required by law of the State of Texas, with limits of one hundred thousand dollars ($100,000.00) for employers' liability; E. One or more certain insurance policies of and for excess or umbrella liability, with a limit of thirty million dollars ($30,000,000.00), with such limit following the form of all other underlying coverage. In furtherance of this paragraph and Agreement, Buyer shall furnish Certificates of Insurance to Seller as proof that the hereinabove outlined insurance policies are in full force and effect within fifteen (15) days from the date this Agreement is entered into by the parties, and that such policies are being maintained by Buyer and remaining in full force and effect for the term of this Agree- ment. Said policies shall also include a notice of cancellation which shall require that Seller be notified of any cancellation or modification of any an all hereinabove outlined policies. Said policies shall be subject to Seller's approval before being con- sidered as complying with the terms of this Agreement. Buyer further covenants and agrees to reimburse Seller a percentage amount of any and all premiums as hereinafter specified, in the event Seller procures, carries, or maintains one or more certain insurance policies of and for difference in conditions and business interruptions, as deemed in the best interest of Seller. Such premiums shall be reimbursed as follows: Coverage Difference in conditions Business Interruptions for Difference in Conditions Coverage Business Interruptions for Fire and Extended Coverage Limits $30,000,000.00 $14,000,000.00 $14,000,000.00 Reimbursement of Premium Percentage 100% 66% 50% IN WITNESS WHEREOF, the parties have executed this Agreement this 13th day of January , 198 3 CITY OF L SEL r � ATTEST: B1LL-McALISTER, MAYOR Eve yn a ga, Cf cretary-Treasurer APPROVED AS TO CON,T/JENT : 1*2 _ .. . YJ1 C ///ir.,. _ / / Carroll McDonald; Director, Electric Utilities AP/P/R,OVE AS TO FORM: +� Ken J12 n, s t. City Attorney Rod Bouffar% Asst. Finance Dir. BUYE EXHIBIT "A" EVAPORATED WATER FORMULA FOR MONTHLY BILL COMPUTATION: Monthly Bill = (Energy + Capital + Water + O&M & Pumping)X 1.25 Energy = $4.10 per M gal X M gal X Current Gas Cost Base Gas Cost Capital = $96.00 Water = $ .75 per 14 gal X M gal X 1.59 X Current Water Cost Base Water Cost O&M & Pumping = Monthly Bill = Water = Chemicals = O&M = CPI = Base CPI = Base Gas Cost = Base Water Cost = M gal = $500.00 X Current CPI Ease CPI DEMINERALIZED WATER (Chemicals + Water + O&M) X 1.25 $ ..75 per M gal X 1.5 X M gal X Current Water Cost ase ater Cost $13.80 per M gal X M gal X Current CPI Base CPI $ 4.60 per M gal X M gal X Current CPI Base CPI Consumer Price Index 279.9 from Bureau of Labor Statistics $2.8935 per Thousand BTU $ .75 per M gal Thousand Gallons