13-PARIS GENERATION LP (PGEN) WATER SERVICE AGREEMENTmenzo�andunz
To: c�ty coun��l
John Godwin, City Manager
FROM: Gene Anderson, Finance Director
SUBJECT: PARIS GENERATION, LP (PGEN) WATER SERVICE AGREEMENT
DATE: April 8, 2013
BACKGROUND: Originally constructed and known as Tenaska III Texas Partners, the City has
provided water service on a contract basis to this electric utility located on Lake Crook Road
since 1989. Several renewals of the original contract have occurred since that time with the water
rate updated through the City's annual water and sewer rate study. The water needs of the
company have changed since the last contract renewal necessitating a new contract rather than a
simple contract renewal.
STATUS OF ISSUE: City and company officials have met on several occasions to develop a
new contract which protects the City's interests and provides the company with the necessary
quantity of water for their operations. This agreement provides for a two part rate structure
similar to the City's other industrial customers consisting of an annual demand charge and a
volumetric rate charge. In addition, the company will pay a separate amount to reserve an
additional quantity of water beyond the base agreement.
The term of this contract will be three years.
BUDGET: Not affected by this action.
RECOMMENDATION: Motion to approve the proposed water service agreement with Paris
Generation, LP. (exhibits to the agreement may be reviewed in the city clerk's office)
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STATE OF TEXAS
COUNTY OF LAMAR
§
§ KNOW ALL MEN BY THESE PRESENTS
§
WATER SERVICE AGREEMENT
This Water Service Agreement (this, "Agreement"), is made and entered into
this day of , 2013, by and befinreen 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 principle 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, the CITY pursuant to Resolution No. 2006-032, adopted by the City
Council of the City of Paris, Texas on February 27, 2006, approved the assignment of
that certain WATER SERVICE CONTRACT (the "Assigned Contract"), dated December
12, 2005, between CITY and Tenaska III, Texas Partners, Ltd., to Direct Energy, LP
("DIRECT ENERGY");
WHEREAS, CITY and DIRECT ENERGY intended to enter into a new Water
Service Contract (the "Intended Agreement") to replace the Assigned Contract and in
conjunction therewith DIRECT ENERGY desired that the Intended Agreement be
between its affiliate, PGEN and CITY, and whereby CITY would sell and supply and
PGEN would receive and pay for potable water for use at PGEN'S co-generation plant
(the "Plant") located within the city limits of the City of Paris, Texas;
WHEREAS, CITY and PGEN desire to enter into this Agreement to replace the
Assigned Agreement and the Intended Agreement and to more accurately reflect the
needs and demands of PGEN for a supply of water and CITY'S provision of said water
and to also implement a revised methodology for assessing rates charged to PGEN for
receipt of said water; 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:
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i.
Definitions and Interpretation
Definitions. Capitalized terms used, but not otherwise defined, in this Agreement,
unless the context indicates otherwise, shall have the meanings below:
A_qreemeni: means this Agreement and any future amendments.
Actua/ Dav Demand: means the actual daily water used.
Annual Demand Char_qe: means the fixed annual payment amount to be paid in
twelve equal installments for each Rate Year.
Cost of Service Studv: means that study performed annually pursuant to
paragraph 8.7 of this Agreement.
D� 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 CharQe: 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 Dav 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.
Initia/ Period: means the period commencing on June 1, 2013 and ending at
midnight on May 31 of the following year.
Month: means a calendar month.
Option Water means up to an additional Two Hundred Eighiy Million gallons (280
MG) of water volume above the Contracted Firm Water, which, combined, may
total up to Five Hundred Million (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 ten cents ($0.10) per One Thousand (1000)
gallons of water to be applied each Rate Year to PGEN's designated volume of
the Option Water.
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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.
Vo/umetric Rate: means the dollar amount per One Hundred Cubic Feet applied to
PGEN'S metered usage of water.
II.
Service to be Furnished
2.1 CITY agrees to furnish and deliver, and PGEN agrees to purchase and
take, a supply of water in accordance with the terms 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 corner of the PGEN Power Plant
and connects to a 4-inch 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 borne 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 borne 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.
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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.
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.
Riqhts 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 Qualitv
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.
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6.5 Each of the Parties shall immediately notify the other Party's or Plant
Manager or City Manger, 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.
Equipment 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 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
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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 iwo 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
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 2012 Rate Study totaling ONE
HUNDRED FIVE THOUSAND NINE HUNDRED THIRTY ONE DOLLARS
($105,931) based on PGEN'S Estimated Day Demand of water, expressed in
million gallons per day ("MGD"), as established in paragraph 8.4; and
8.3.2. An initial Volumetric Rate of Fifty—Nine cents ($0.59) 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 2012, conducted
by J. Stowe � Co., 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 for the 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
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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 J. Stowe & Co., LLC study, May, 2012, 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 adjustrnenis, 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 Six Thousand Two Hundred Fifty Dollars
(US$6,250.00) (the "Maximum Study Sum"). All study costs in excess of Maximum
Study Sum shall be borne by CITY.
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 ($105,931 X 1.5) _ $ 158,897
Monthly Demand Charge ($158,897=12months) $ 13,241
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Actual Dav Demand
Excess Demand (1.7 MGD —1.5 MGD)
Excess Demand Charqe ($158,897 x 1.5 x 0.2)
ADDITIONAL AMOUNT DUE TO CITY
Adiusted EDD (minimum) for subsequent Rate Year
1.7 MGD
0.2 MGD
$ 47,669
$ 47,669
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 exceedence in the same Rate Year,
or is requested by PGEN and accepted by CITY. If PEGEN 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.
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, 2012 through May 31, 2013. 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 Charqe:
PGEN'S Extra Capacity costs
PGEN'S Test Year Actual Maximum Day Demand (in MGD)
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$ 158,579
1.497
PGEN's Extra Capacity cost per MGD
PGEN's Estimated Maximum Day Demand (in MGD)
PGEN's Total Annual Demand Charge ($105,931 x 1.5)
Volumetric Rate:
PGEN'S Base and Customer costs
PGEN'S Test Year water consumption (in CCF)
$105,931
1.500
$158,897
$94,260
$159,293
PGEN'S Volumetric Rate (per CCF) ($94,260 = $159,293) $0.59
8.11 The Parties recognize and agree that Section 34-2 of the Code of
Ordinances of the City of Paris, Texas requires that consumers or purchasers
desiring water at minimum delivery pressure, particular flow rate, volume in
excess of One Million Five Hundred Thousand (1,500,000) cubic feet per month,
or which require construction of oversized additions to CITY'S distribution
system, be delivered water pursuant to a written contract upon such terms,
conditions and at such rate as may be fixed by the City Council of the City of
Paris, Texas. Should PGEN'S total annual consumption during each Rate Year not
be at least Eighteen Million (18,000,000) cubic feet (average of One Million Five
Hundred Thousand (1,500,000) cubic feet per month multiplied by twelve (12)
months), PGEN shall pay to CITY the difference between the Eighteen Million
(18,000,000) cubic feet and PGEN'S actual consumption for the Rate Year
multiplied by the Volumetric Rate in effect during the corresponding Rate Year
(the "Make Whole Payment"). Payment of the Make Whole Payment to CITY shall
be due from PGEN thirty (30) days after PGEN's receipt of an invoice from CITY.
For the avoidance of doubt, the following example illustrates the Make Whole
Payment calculation.
Make Whole Payment:
Required minimum annual consumption (in CCF)
PGEN'S actual annual consumption (in CCF)
Negative variance (in CCF)
PGEN's current Volumetric Rate (per CCF)
PGEN's Make Whole Payment (30,000 x$ 0.59)
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180,000
150,000
30,000
$ 0.59
$ 17,700
8.12 In addition to the rates set forth above, each Rate Year, PGEN shall pay
to CITY an amount equal to Twenty-Eight Thousand Dollars ($28,000) (the "Option
Water Reservation Rate") to reserve its rights to the Option Water. The Option Water
Reservation Rate shall be paid in finrelve (12) equal monthly installments in an amount
equal to Two Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents
(US$2,333.33) per installment payment.
IX.
Pavment of Charqes
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. In the event
PGEN shall fail to make any payment required by this Agreement within thirty (30)
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 Sections 34-29 and 34-30 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 or the public enemy or any natural disaster prevenis 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 or for 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, 2013 and remain in effect
for a period of three (3) years, hereinafter "Initial Term". Thereafter, a new water
service contract will be negotiated, provided this Agreement shall remain in full force
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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 the PGEN has the power to amend,
modify or alter this Agreement or waive any of its conditions or to bind the 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.
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: General Counsel
12 E. Greenway Plaza, Suite 600
Houston, TX 77046
If to CITY: City of Paris
Attn: City Manager
P.O. Box 9037
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Paris, TX 7546-9037
City Clerk
P.O. Box 9037
Paris, TX 7546-9037
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 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.
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SIGNATURE PAGE FOLLOWS
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CITY OF PARIS, TEXAS
John Godwin, City Manager
Date:
ATTEST:
Janice Ellis, City Clerk
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PGEN - PARIS GENERATION, LP
Signature
Name:
Title:
Date:
Secretary
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