11 - Water Service Agreement with Paris Generation LPItem No. 1 I
TO: Mayor, Mayor Pro -Tem, and City Council
Grayson Path, City Manager
FROM: Gene Anderson, Finance Director
SUBJECT: WATER SERVICE AGREEMENT WITH PARIS GENERATION LP (PGEN)
DATE: July 11, 2022
BACKGROUND: Paris Generation LP is one of several contract water customers. Their contract
periodically expires and has to be renewed.
STATUS OF ISSUE: Working with the City's water rate consultant, Chris Ekrut, the previous
contract was reviewed and updated to become the contract now under consideration by the City
Council. The contract continues the annual rate calculation under the annual rate study. Updates
include a higher reservation rate for water the City guarantees to provide PGEN along with an
annual CPI adjustment to the reservation rate going forward. PGEN also agrees to pay for 25%
of the annual rate study cost up to $10,000. The previous contract was for a 3 year period. This
contract is for 5 years with an optional 5 year extension.
BUDGET: N/A
RECOMMENDATION: Motion to approve the water contract with PGEN and authorize the City
Manager to sign the agreement for the City of Paris.
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF LAMAR §
WATER SERVICE AGREEMENT
This Water Service Agreement (this, "Agreement"), is made and entered into
this day of , 2022, by and between the City of Paris, a home rule
municipal corporation located in Lamar County, Texas ("CITY') and Paris Generation LP, a Texas
Limited Partnership, with its principal place of business located at 301 Lake Crook Road,
Lamar County, Texas ("PGEN"). CITY and PGEN may be referred to herein individually
as a "Party" and collectively as the "Parties".
WHEREAS, in June of 2016, the Parties entered into a Water Service Agreement
whereby the CITY supplied water to PGEN under certain terms and conditions; and
WHEREAS, said Water Services Agreement has expired and the Parties wish to enter
into this new Agreement; and
WHEREAS, CITY and PGEN agree that this Agreement is in the best interest of the
Parties and concur that the terms, conditions and considerations stated herein are fair, just and
reasonable and will mutually benefit the Parties and serve the public interest.
NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties, intending to be legally bound, hereby agree as follows:
1.
Definitions and Interretation
Definitions. Capitalized terms used, but not otherwise defined, in this Agreement, unless
the context indicates otherwise, shall have the meanings below:
Agreement means this Agreement and any future amendments.
Actual Day Demand: means the actual daily water used.
Annual Demand Char e: means the fixed annual payment amount to be paid in twelve
equal installments for each Rate Year.
Cost of Service Study: means that study performed annually pursuant to paragraph 8.7
of this Agreement.
Day: means a 24-hour period from 12:00 midnight to 11:59 p.m.
Excess Demand: means the difference between the estimated daily maximum water use
and the actual daily maximum water used.
Excess Demand Char e: means the charge assessed to PGEN for exceeding the
Estimated Day Demand initially established in paragraph 8.4 of this Agreement, and as
declared by PGEN as provided in paragraph 8.6 of this Agreement during subsequent
Rate Years.
Estimated Day Demand: means the estimated daily maximum water use initially
established in paragraph 8.4 of this Agreement, and as declared by PGEN as provided in
paragraph 8.6 of this Agreement during subsequent Rate Years.
Initial Period: means the period commencing on June 1, 2022 and ending at midnight on
May 31 of the following year.
Month: means a calendar month.
O t ion Water means up to an additional Two Hundred Eighty Million gallons (280 MG) of
water volume above the Contracted Firm Water, which, combined, may total up to Five
Hundred Million gallons (500 MG) of water per Rate Year.
Rate Year means the period beginning June 1 of the current year and ending May 31 of
each following year until this Agreement expires or is terminated by PGEN giving CITY
ninety (90) days' advanced written notice thereof.
Reservation Rate: means the rate of thirteen cents ($0.13) per One Thousand (1000)
gallons ofwater to be applied each Rate Year to PGEN's designated volume of the Option
Water. The reservation rate will be escalated at the beginning of each rate year based
on the published Consumer Price Index for All Urban Consumers: Water and Sewer and
Trash Collection Services in U.S. City Average (CUSROOOOSEHG).
Test Year means historical hydrology data accumulated during each twelve (12) month
period ending September 30 of the prior year, adjusted for known and measurable changes.
Volumetric Rate: means the dollar amount per One Hundred Cubic Feet applied to
PGEN'S metered usage of water.
II.
Service to be Furnished
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2.1 CITY agrees to furnish and deliver, and PGEN agrees to purchase and take, a
supply of water in accordance with the terrns and conditions hereof. Said supply of water shall
be delivered by CITY to and taken by PGEN via a 12 -inch potable water service line which
comes up to the southwest comer of the PGEN Power Plant and connects to a flinch ISCO
Magnetic Flow Tube, which includes a flow versus time recording device and a pressure versus
time recording device (the "Meter"). Should PGEN request that the Meter be replaced by a
substitute meter, such replacement meter and all costs for the installation of the same shall be
bome by PGEN. If the Meter, or any replacement meter, shall by CITY be deemed to need
replacement or repair, then the cost of such shall be bome equally by CITY and PGEN. In either
case, such meter replacement shall be accomplished without amendment to this Agreement by
giving notice of the manufacturer's name, model and meter number of the new meter, which
notice shall be delivered to the appropriate persons as provided for in Paragraph 10.8, and
which shall be affixed to this Agreement as an appendix. Any replacement meters, and the
location of such replacement meters, shall be selected by CITY and meet appropriate
"American Water Works Association" standards.
2.2 The potable water furnished shall be used exclusively for the operation of
PGEN'S electrical cogeneration Plant located at 301 Lake Crook Road, CITY, Lamar
County, Texas.
III.
Quantities to be Furnished
3.1 The average daily supply of water furnished shall meet all reasonable
requirements of PGEN, subject to such limitations and rates stated herein. The maximum
volume of water to be delivered to and taken by PGEN during each Rate Year shall not exceed
Five Hundred Million Gallons (500 MG) which consists of a firm water supply equal to Two
Hundred and Twenty Million Gallons (220 MG) (the "Contracted Firm Water"), and the Option
Water supply that PGEN has reserved and can elect to receive in whole or in part at any time
during a Rate Year. In no instance shall PGEN require delivery of water under this Agreement
in an amount exceeding One Million Five Hundred Thousand (1,500,000) gallons of water per
day, or One Thousand Six Hundred Twenty -Five (1625) gallons of water per minute.
3.2 PGEN will advise CITY a minimum of forty-eight (48) hours prior to the
implementation of any planned changes to PGEN'S operations that would materially affect
the amount of water expected to be used by PGEN for any extended period of time. For the
purpose of this Agreement, a material effect on water use means a change that would cause
or contribute to PGEN'S water consumption varying by Two Hundred Fifty Thousand
(250,000) gallons or more on a daily basis, excluding variances occasioned by operational
dispatch, forced (unplanned and immediate) outages, or unscheduled maintenance outages.
PGEN will notify CITY, as provided for in paragraph 10.8, by November 15th of each calendar
year concerning PGEN'S then current schedule of planned outages for the following year.
On the occurrence of a water consumption variance that materially and adversely impacts
the integrity of the CITY'S water system, CITY maintains the right to limit any increase in
water sold to PGEN and shall work with PGEN, in good faith, to meet PGEN'S water needs.
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IV.
Resale of Water
4.1 PGEN may not permit any water furnished hereunder to be used for any
purpose other than to supply the Plant without specific approval of the CITY City Council.
V.
Rihts to Test
5.1 CITY reserves the right to inspect, test, calibrate, repair or replace the Meter or
any replacement meter as required. Such replacement, calibration, or repair shall be
apportioned to and paid one half by CITY and one half by PGEN, except as provided in
Paragraph 2.1.
VI.
Water Quality
6.1 CITY shall supply PGEN with water of quality equal to or exceeding the
State of Texas water quality requirements for water supplied for public use.
6.2 CITY shall supply, upon request, but no more frequently than monthly, a
water quality analysis report of the water supplied to PGEN. In the event PGEN desires
a more comprehensive or more frequent chemical analysis of the water supplied, then
the cost of such shall be borne by PGEN.
6.3 CITY bears no degree of responsibility for the water quality at any point
beyond the Meter. PGEN bears the responsibility for maintaining the water quality at any
point beyond the Meter and within PGEN'S distribution system.
6.4 PGEN shall notify and keep CITY informed of persons responsible for the
integrity of PGEN'S water distribution system.
6.5 Each of the parties shall immediately notify the other Party or Party's Plant
Manager or City Manager, or such Manager's designee, as the case may be, of any
emergency or condition which may affect the quality or quantity of water in either Party's
system.
6.6 CITY reserves the right to make inspections of those facilities which may
affect the quality of the water supplied to PGEN and perform required tests.
VII.
E . ui ment and Operation
7.1 PGEN shall provide taps and all lines and valves beginning with the tap on
CITY'S 30 -inch potable water transmission line. CITY shall maintain said taps at CITY'S
expense and shall maintain the valve nearest the tap at PGEN'S expense. CITY shall at
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PGEN'S expense maintain the 12 -inch service line and valves beginning at the valve
nearest the tap, and all pipe and valves between the tap and the Meter, excluding the
valves immediately at the meter. PGEN shall at PGEN'S expense maintain meter isolation
valves immediately at the Meter and the Meter emergency by-pass valves. PGEN shall
maintain at all times, in working order, a back-flow prevention device approved by CITY,
which device can be used for protecting CITY'S system from contamination in the event
of PGEN'S system becoming contaminated, or in the event the integrity of PGEN'S
system is violated. CITY shall provide PGEN with at least a 48-hour notice prior to any
scheduled repairs to the Plant's water supply distribution system.
7.2 CITY'S representative may regularly inspect the Meter and report when the
same is known or suspected.to be registering incorrectly. The Meter shall be repaired by
a service representative qualified to work on the Meter being repaired. In the event the
Meter must be replaced, CITY will determine a replacement meter and the method of
replacement. The cost of maintenance or repair will be apportioned in accordance with
Paragraph 5.1.
7.3 CITY'S representative assisted by a service representative qualified to work
on the Meter being repaired, will annually during each calendar year, test the accuracy
and performance of the Meter and will calibrate the Meter measuring PGEN'S
consumption, to verify its accuracy. CITY may, at its discretion, choose to calibrate the
Meter more frequently, if conditions so warrant. The cost of the calibration will be
apportioned in accordance with paragraph 5.1. A representative of PGEN will be notified
in advance of any testing and/or calibration of the Meter and shall have the right to witness
any such testing. All testing of the Meter will be performed by a qualified representative
or mutually agreed upon testing service.
7.4 When it is determined that the Meter measuring PGEN'S consumption has
registered incorrectly, an estimate of the amount of water furnished through the faulty
Meter shall be prepared by CITY'S Director of Finance for the purpose of billing PGEN.
The estimate shall be based upon such method (such as a water usage measurement
correlated to actual electrical generation) which would most accurately reflect the actual
consumption for the period in which the Meter failure occurred as mutually agreed upon
by the City Manager of CITY and Plant Manager of PGEN.
7.5 For the Meter to be determined as "registering incorrectly," the Meter must
be found to be in error by plus or minus two and a half percent (2.5%), or greater. If the
degree of error is plus or minus two and a half percent (2.5%), or greater, then the
estimated amount of water furnished to PGEN will be calculated as stated in paragraph
7.4.
VIII.
Rates
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8.1 For purposes of billing under this Agreement, a "Day" shall be that period of
time beginning at 12:00 midnight and continuing through 11:59 p.m.
8.2 PGEN will be charged a two (2) part rate based on (a) PGEN'S water
consumption and (b) its Estimated Day Demand.
8.3 Charges for water furnished to PGEN during the Initial Period of this
Agreement shall be comprised of the following:
8.3.1 An Annual Demand Charge based on 2022 Rate Study totaling EIGHTY
TWO THOUSAND ONE HUNDRED FORTY-NINE DOLLARS ($82,149) based on
PGEN'S Estimated Day Demand of water, expressed in million gallons per day ("MGD"),
was established in paragraph 8.4; and
8.3.2. An initial Volumetric Rate of Fifty -Six cents ($0.56) per One Hundred (100) cubic
feet of water withdrawn by PGEN from the CITY's water utility system as established by the
Cost of Service Study, dated May 2022, conducted by NewGen Strategies & Solutions, LLC,
excerpts of which are included herein as Exhibit 1.
8.4 For the Initial Period, PGEN'S Estimated Day Demand is One Million Five
Hundred Thousand Gallons (1,500,000) (the "Initial Period Estimated Day Demand").
8.5 For each Rate Year following the Initial Period, the calculation of the Volumetric
Rate per One Hundred (100) cubic feet of water withdrawn by PGEN from the CITY'S water
utility system shall be based on the historical hydrology data accumulated forthe then applicable
Test Year.
8.6 PGEN'S Annual Demand Charge shall be based on the greater of the Adjusted
Day Demand, if one has occurred, and, if not, from the historical hydrology data accumulated
for the then applicable Test Year, or the Estimated Day Demand amount requested by PGEN
and accepted by CITY.
8.7 Prior to the end of the Initial Period, a detailed Cost of Service Study will be
performed by an independent utility rate consultant chosen by CITY, such study to be performed
in accordance with the methodology described in that excerpted portion of the NewGen
Strategies & Solutions, LLC study, May, 2022, attached as Exhibit 1. The Cost of Service Study
shall be developed on an actual historical cost test year basis (for the Test Year) allowing for
reasonable and necessary expenses of providing such water service and allowing for known and
measurable adjustments, including satisfying CITY'S obligations under current and future bond
covenants and CITY'S fiscal policies. Thereafter, on an annual cycle, a detailed Cost of Service
Study shall be performed by an independent rate consultant chosen by CITY again using the
same methodology as the excerpted portion of the Study in Exhibit 1, unless and until a different
methodology is mutually agreed upon in writing by PGEN and CITY. As consideration for the
Reservation Rate, PGEN shall pay to CITY the lesser of Twenty -Five percent (25%) of the
annual Cost of Service Study or Ten Thousand Dollars (US$10,000.00) (the "Maximum Study
Sum"). All study costs in excess of Maximum Study Sum shall be bome by CITY.
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8.8 During the Initial Period, and for any Rate Year thereafter, if PGEN'S Actual
Day Demand exceeds its then current Estimated Day Demand, PGEN shall be assessed
an excess demand charge equal to the product of (a) one and a half (1.5) multiplied by (b)
the Annual Demand Charge, multiplied by (c) the difference between the Estimated Day
Demand and the Actual Day Demand (the "Excess Demand Charge"). Payment of the
Excess Demand Charge to CITY shall be due from PGEN thirty (30) days following
PGEN's receipt of an invoice from CITY. Additionally, beginning the following Rate Year,
PGEN'S then current Estimated Day Demand and Annual Demand Charge shall be
adjusted (respectively, the "Adjusted EDD" and "Adjusted ADC") as provided in Section
8.6 above to reflect the new amounts established by the exceedance.
FOR THE AVOIDANCE OF DOUBT, THE BELOW EXAMPLE REFLECTS THE
ADJUSTMENTS THAT WOULD APPLY FOR AN INCREASE FROM AN ESTIMATED
DAY DEMAND OF One Million Five Hundred Thousand (1,500,000) Gallons TO AN
ACTUAL DAY DEMAND OF One Million Seven Hundred Thousand (1,700,000) Gallons.
Example:
Estimated Day Demand
1.5 MGD
Initial Period Annual Demand Charge ($82,149 X 1.5) = $ 123,223
Monthly Demand Charge ($123,223=12months)
Actual Day Demand
Excess Demand (1.7 MGD — 1.5 MGD)
Excess Demand Charge ($123,223 x 1.5 x 0.2)
ADDITIONAL AMOUNT DUE TO CITY
Adiusted EDD `minimum for subsequent Rate Year
$ 10,269
1.7 MGD
0.2 MGD
$ 36,967
$ 36,967
1.7 MGD
The highest Actual Day Demand in a given Rate Year that exceeds the then current
Estimated Day Demand shall be used as the Estimated Day Demand in the subsequent
Rate Year's Cost of Service Study, unless a higher Estimated Day Demand is requested
by PGEN and accepted by CITY.
For example, in the above scenario, if, during the Initial Period, the Actual Day Demand
reaches One Million Seven Hundred Thousand (1,700,000) Gallons, then One Million
Seven Hundred Thousand (1,700,000) Gallons will become the base Estimated Day
Demand used in next annual Cost of Service Study, unless a higher amount is established
by a subsequent exceedance in the same Rate Year, or is requested by PGEN and
accepted by CITY. If PGEN has not exceeded its Estimated Day Demand, no change to
the then existing Estimated Day Demand shall occur, unless a higher amount is requested
by PGEN and accepted by CITY,
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If a higher Estimated Day Demand than actually experienced is requested by PGEN, and
accepted by CITY, PGEN'S Annual Demand Charge will be calculated using the Actual
Day Demand for the then applicable Cost of Service Study, times the requested
Estimated Day Demand.
8.9 PGEN'S subsequent Volumetric Rate shall be based on PGEN'S water
consumption during the Test Year, adjusted for any known and measurable changes.
8.10 For the avoidance of doubt, the following examples illustrate the calculation
of PGEN'S Annual Demand Charge (per MGD) and volumetric rate for the Rate Year
June 1, 2021 through May 31, 2022. The Annual Demand Charge and volumetric charge
for the Initial Period of this Agreement and subsequent Rate years during the term of this
Agreement will be calculated in similar fashion.
Examples:
Annual Demand Char e:
PGEN'S Extra Capacity costs $ 118,294
PGEN'S Test Year Actual Maximum Day Demand (in MGD) 1.440
PGEN's Extra Capacity cost per MGD $ 82,149
PGEN's Estimated Maximum Day Demand (in MGD) 1.500
PGEN's Total Annual Demand Charge ($82,149 x 1.5) $ 123,223
Volumetric Rate:
PGEN'S Base and Customer costs $ 100,031
PGEN'S Test Year water consumption (in CCF)' 180,000
PGEN'S Volumetric Rate (per CCF) ($100,031 = 180,000) $0.56
8.11 The Parties recognize and agree that Article 12, Sections 12.02.002 and
12.03.001 [GAilof the Code of Ordinances of the City of Paris, Texas requires that
consumers or purchasers desiring water at minimum delivery pressure, particular flow
rate, volume in excess of One Million Five Hundred Thousand (1,500,000) cubic feet per
month, or which require construction of oversized additions to CITY'S distribution system,
be delivered water pursuant to a written contract upon such terms, conditions and at such
rate as may be fixed by the City Council of the City of Paris, Texas. Should PGEN'S total
annual consumption during each Rate Year not be at least Eighteen Million (18,000,000)
cubic feet (average of One Million Five Hundred Thousand (1,500,000) cubic feet per
' Minimum Volumes per Contract dated June 6, 2016.
month multiplied by twelve (12) months), PGEN shall pay to CITY the difference between
the Eighteen Million (18,000,000) cubic feet and PGEN'S actual consumption for the Rate
Year multiplied by the Volumetric Rate in effect during the corresponding Rate Year (the
"Make Whole Payment"). Payment of the Make Whole Payment to CITY shall be due
from PGEN thirty (30) days after PGEN's receipt of an invoice from CITY. For the
avoidance of doubt, the following example illustrates the Make Whole Payment
calculation.
Make Whole Payment:
Required minimum annual consumption (in CCF) 180,000
PGEN'S actual annual consumption (in CCF) 150,000
Negative variance (in CCF)
30,000
PGEN's current Volumetric Rate (per CCF) $ 0.56
PGEN's Make Whole Payment (30,000 x $ 0.56) $ 16,800
8.12 In addition to the rates set forth above, each Rate Year, PGEN shall pay to
CITY an amount equal to the Option Water Reservation Rate multiplied by the amount of
Option Water to reserve its rights to the Option Water. The Option Water Reservation Rate
shall be paid in twelve (12) equal monthly installments. For the initial period, the Option Water
Payment shall be 280 million gallons of Option Water multiplied by the Option Water Rate of
$0.13 per 1,000 gallons, or $36,400 annually ($3,033.33 on a monthly basis). The
Reservation Rate will be subject to annual adjustment as discussed in Article I.
IX.
Pa ment of Charges
9.1 Rates under Article VIII of this Agreement, for PGEN'S water consumption,
shall be billed by CITY on a monthly basis with such billing being rendered on or about the
same day each month. PGEN'S monthly payment shall consist of the volumetric charge for
actual water plus one -twelfth (1/12) of the Annual Demand Charge, plus one -twelfth (1/12) of
the Annual Option Water charge plus any additional amount due as calculated under Article
VII of this Agreement. Payment shall be due within forty-five (45) days following the date the
applicable invoice is mailed by the City to PGEN. In the event PGEN shall fail to make any
payment required by this Agreement within thirty (45) days following the date the applicable
invoice is delivered to PGEN by CITY, CITY may suspend water service authorized by this
Agreement after providing PGEN'S five (5) business days' written notice of its intention to
suspend the water service. It is agreed that this paragraph shall supersede Section 12.02.010
[GA2]of the Code of Ordinances of the City of Paris, Texas to the extent that they concern water
service, as well as any other Code of Ordinance provisions with which it may conflict.
X.
Miscellaneous Provisions
10.1 It is agreed that in the event and to the extent that fire, explosion, accident, war,
Act of God orthe public enemy or any natural disasteror other such event beyond the reasonable
control of the Parties ("Force Majeure event") prevents the performance of either Party, such
Party shall be relieved of the consequences thereof, and there shall be no liability for payment
on the part of PGEN (including, for clarification, no liability for Make Whole Payments for the
portion of the Rate Year in which such Force Majeure event prevents performance ) orfor failure
to deliver potable water on the part of CITY, notwithstanding any other provision of this
Agreement, so long as and to the extent that performance is prevented by such cause; provided,
however, that the Parties shall use all due diligence in their efforts to resume performance at the
earliest practical time.
10.2 The Parties agree that this Agreement shall be subject to Article IV, Chapter
34 of the Code of Ordinances of the City of Paris, Texas, dealing with Drought
Contingencies, or any other similar provisions as the same shall be adopted by CITY
dealing with water conservation, water curtailment, or drought contingencies unless
otherwise provided for within this Agreement.
10.3 This Agreement shall be effective June 1, 2022 and remain in effect for a
period of five (5) years, hereinafter ("Initial Term"), with an optional five (5) year renewal
period. Thereafter, a new water service contract will be negotiated, provided this Agreement
shall remain in full force and effect for a period not to exceed twelve (12) additional months or
until a new water contract is negotiated by the Parties, whichever event occurs first. If a new
water contract is not negotiated by the Parties as provided herein, the rate charged for water
shall be as established in CITY'S current rate ordinance for non-residential customers. If the
cost of water to PGEN, including the cost for not meeting the minimum consumption
requirements in paragraph 7.11, under this Water Service Contract in a Rate Year exceeds
the cost to PGEN under the normal tariff rates for a Commercial Class 4 -inch meter, CITY
shall reimburse PGEN for such difference.
10.4 No officer, official or agent of CITY has the power to amend, modify or alter
this Agreement or waive any of its conditions or to bind CITY by making any promise or
representation not contained herein.
10.5 No officer, official or agent of PGEN has the power to amend, modify or alter
this Agreement or waive any of its conditions or to bind PGEN by making any promise or
representation not contained herein.
10.6 This Agreement, except by operation of law, shall not be assigned or
transferred by either Party, without the prior written consent of the other Party; which
consent shall not be unreasonably withheld; provided, however, that PGEN shall have
the right to pledge or mortgage its rights hereunder as security for its indebtedness without
the approval of CITY.
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10.7 CITY will not be responsible in damages for any interruption or failure to supply
water (subject to those limitations set out herein) and shall be saved and held harmless from
all damage of any kind, nature and description which may arise as a result of making this
Agreement and furnishing water hereunder, except where CITY has the ability to supply the
water (subject to those limitations set out herein) and refuses so to do, or where CITY has
failed to abide by any of its obligations under this Agreement.
10.8 Any written notice required or permitted under the terms of this Agreement shall be
given and be deemed to have been duly served if either (1) delivered in person (including
reputable overnight courier service), or (2) deposited certified mail, return receipt requested,
postage prepaid in the United States mail, addressed to the designated representative of the
respective parties which are designated as follows:
If to PGEN: Paris Generation LP
Attn: Plant Manager
301 Lake Crook Road
Paris, TX 7546-9037
With Copy to:
If to City: City Clerk
P.O. Box 9037
Paris, TX 75461-9037
If to PGEN:
Until June 1, 2016:
If to CITY: City of Paris
Attn: City Manager
P.O. Box 9037
Paris, TX 7546-9037
General Counsel
Kindle Energy Management Company LLC
100 Overlook Center
2nd floor
Princeton, NJ 08540
After June 1, 2016:
General Counsel
Kindle Energy Management Company LLC
500 Alexander Park
3"d Floor
Princeton, NJ 08540
[CE3]
10.9 If any term or provision of this Agreement shall be declared unconstitutional or
void by any court of competent jurisdiction, the constitutionality and validity of the remainder
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of said Agreement shall not be affected thereby, and to this end the terms and provisions
of said Agreement are declared to be severable.
10.10 Nothing contained in this Agreement shall be deemed or construed to create
the relationship of principal and agent, partnership, joint venture, landlord and tenant, or
any relationship or association whatsoever between CITY and PGEN, other than as
expressly set forth herein.
10.11 This Agreement sets forth the entire understanding between the parties, and
any other understandings or agreements shall be cancelled and superseded by this
Agreement upon the date of execution hereof. None of the terms of this Agreement shall
be waived, discharged, altered or modified in any respect, except by an Agreement in
writing signed by both parties and specifically referring to this Agreement. The captions in
this Agreement are included for convenience only and shall not be taken into consideration
in any construction or interpretation of this Agreement or any of its provisions. This
Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas (without regard to its conflicts or choice of laws principles that
could or would cause the application of any other laws). Venue for any state court actions
arising hereunder shall lie exclusively in the courts of Lamar County, Texas, and for any
federal court action shall lie exclusively in the courts of the Eastern District of Texas. The
provisions of this Agreement shall apply to, bind and inure to the benefit of CITY and
PGEN, and their respective successors, legal representatives and permitted assigns, if
any, and not to any third party.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
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CITY OF PARIS, TEXAS PARIS GENERATION LP
By Paris Generation GP, LLC, its general
partner
Grayson Path, City Manager Signature
Name:
Title:
Date: Date:
ATTEST:
Janice Ellis, City Clerk Secretary
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