HomeMy WebLinkAboutR-2001-14
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A RESOLUTION
APPROVING AND AUTHORIZING EXECUTION OF A
"SUPPLY AGREEMENT" WITH A RETAIL ELECTRIC PROVIDER,
APPROVING INITIAL PROPOSAL PRICING, AND
APPOINTING AUTHORIZED REPRESENTATIVE(S)
WHEREAS, H-GAC Energy Purchasing Corporation (the "Corporation") is a
non-profit political subdivision corporation, as defined in Chapter 303 of the Texas Local
Government Code (to be codified effective September I, 2001 as Chapter 304); and
WHEREAS, the Corporation is authorized to negotiate on behalf of its members
for the purchase of electricity, make contracts for the purchase of electricity, purchase electricity,
and take any other action necessary to purchase electricity for use in the public facilities of the
political subdivisions represented by it; and
WHEREAS, c.:r+~ La.- Pmie-
(the "Political Subdivision") has dopted a resolution authorIz1Og partICIpatIOn 10 the
Corporation; and
WHEREAS, the Corporation has negotiated and contracted with various Retail
Electric Providers (each a "REP") and has entered into a contract with the REP referenced in the
attached Supply Agreement; and
WHEREAS, the Member, as a Buyer, has selected the REP referenced in the
attached Supply Agreement; and
WHEREAS, the Corporation has received and distributed to its members the
initial proposal pricing ("Initial Pricing") of the REP and the Political Subdivision has reviewed
the Initial Pricing, which is incorporated herein by reference; and
WHEREAS, the Political Subdivision acknowledges that the Initial Pricing is not
binding on the REP but will be updated during a subsequent time period to be announced by the
Corporation, at which time final closing pricing (the "Final Pricing") will be announced; and
WHEREAS, the Political Subdivision has reviewed a Supply Agreement with the
selected REP (the "Supply Agreement"), a copy of which is presented with this Resolution and is
incorporated herein by reference, and wishes to enter into such agreement provided that the Final
Pricing does not exceed the Initial Proposal Pricing;
NOW, THEREFORE, BE IT RESOLVED:
1. The Supply Agreement with the Initial Proposal Pricing made a part
thereof is hereby approved and adopted.
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Resolution II of 2
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2. The following officers, officials or employees of the Political Subdivision
are hereby designated as "Authorized Representatives," with full power and authority to execute
the Supply Agreement, so long as the Final Pricing is less than or equal to the Initial Proposal
Pricing, exclusive of any regulated rates su~ject to change, which the Political Subdivision has
elected, and take all other actions deemed necessary or appropriate to consummate the
transaction authorized by this Resolution.
Signature: ex ot.J T. fl~
Printed Name: R (') Bff3 -r I-I-€rr e. (C1
Title: C-+i /l1a (l~(
Tele: aq I Lff) ".. ~ a... ()
Fax: a.. <t I - 4 f) /- 1<( ~ li-
E-mail: ur i t.h5 e CI. lfi- IOffe N. v<5
Signature: A- tU:J 0- .~
Printed Name: 5USf)f'\ Ke.ll~i
Title: BUC.ha .<,;~ Mil oay C
Tele: ~ ~I . ~'l/- )D",o
Fax: ~~~(- ()~'l f
E-mail: .5 e ( _
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PASSED AND APPROVED thiJJIV'1J day of ()&/O/JEe
, 2001.
ATTESTS:
By: ~~? BY:~ a.)4dM .
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. ' ,~PtJ11ted Name and TItle Pnnted Name and Title
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2
Resolution II of 2
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REQUEST FOR CITY COUNCIL AGENDA ITEM
A.genda Date Requested: October 22. 2001
Appropriation
Requested By: Rnhert T Herrera
Source of Funds:
Department: A.dmiAistrlltiog
Account Number:
Report:
Resolution: X Ordinance:
Amount Budgeted:
Exhibits:
Resolution II and Supply Agreement
Amount Requested'
Exhibits:
Budgeted Item: YES NO
Exhibits:
SUMMARY & RECOMMENDATION
puring the May 8, 2001, City Council meeting, Council passed Resolution I for City of La ~orte to participate with H-GAC which
would become a Political Subdivision Corporation named H-GAC Energy Purchasing Corporation. This resolution was the first step
to joining H-GAC as an aggregate to purchase electricity.
H-GAC Energy Purchasing Corporation sent out Requests for Proposals to various Retail Energy Providers (REP) to obtain pricing for
the purchase of electricity. The "Initial Proposed Pricing" indicates the "Final Pricing" should fall between $0.05 and $0.059 per
kWh. As a reference, current pricing is b.etween $0.08 and $0.09 per kWh, which should be a savings of approximately 25%. If we'
compared this price savings to what we paid last year, the City would have paid $213,375 less. This all-inclusive price includes:
> Energy
> Fuel
> Transmission and Distribution
> All other regulated rates
> H-GAC Aggregation Fee - $0.00045 per kWh
Below is the schedule H-GAC has submitted to all Member Buyers (participating entities):
November 7 5:00 pm Deadline for Member Buyers to return Resolution II
November 8 Noon Release list of committed Member Buyers to Retail Energy Providers (REP)
November 12 Noon Deadline for REP to submit revised pricing
November 13 1 :00 pm Final Pricing released to committed Member Buyers
November 14 5:00 pm Deadline for Member Buyers to select pricing, options and sign Supply
Agreements
January 1,2002 Begin electricity supply
The second and final step to make a firm commitment to H-GAC Energy Purchasing Corporation is to pass Resolution II. This
resolution states the City of La Porte may withdraw our commitment to participate if the "Final Pricing" exceeds the "Initial Proposed
Pricing". "
Staff has reviewed Resolution II and the Supply Agreement. Staff recommends Council pass Resolution II committing the City of
La Porte to participate with H-GAC Energy Purchasing Corporation.
Action Required bv Council:
Pass Resolution II as a firm commitment to participate with H-GAC Energy Purchasing Corporation.
Approved for City Council A!!"enda
CR~ 'T'- \-\--ltJ~
Robert T. Herrera, City Manager
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Date
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· ATXU
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TXU Energy Services
1601 Bryan Street
Dallas. TX 75201-3411
February 19, 2002
RECEIVED
JdtJEB 2 5 2002
CITY MANAGER'S
OFFICE
City of La Porte
604 West Fairmont Parkway
La Porte, TX 77571
Attention:
Robert T. Herrera
Subject:
Execution of Electricity Supply Contract, Contract Number 1-8CGC7
Dear Mr. Herrera;
TXU Energy Retail Company LP (TXU-ER) would like to thank you for the
opportunity to establish a long-term business relationship between our companies.
TXU-:ER hereby returns a fully executed original Contract (Offer Sheet, Price Sheet,
Terms and Conditions, and Exhibit A) for your records.
If you should have any further questions regarding the Contract, please contact the
undersigned name for immediate attention. For any other questions regarding your
account, please contaot your Sales Account Manager, Alex Underwood at 214-812-
7236.
Thank you for choosing TXU Energy Retail Co., as your Retail Electric Provider to
meet your electric energy needs.
Sincerely,
~-t~
Ov S ~'\Jc..\
C:> r'1.
\'V\'"'^"'~c-
~~,~.~
r "t~' () '1...,
Name: Gary Krystek
Title: Contracts Administration Mana;
Phone: 214 812 8528
E-mail:gkrystel.@txu.com
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Enclosures
Cc: (SALES AM)
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TRANSACTION CONFIRMATION FOR THE SUPPLY OF ELECTRICITY
Transaction Confirmation #: 1-8CGC7
25% per month for excess usage and
25 % per month for under usage
(see section IV, Calculation and Payment of Charges in the Base Contract for Supply
of Electricity)
XI. TERMS AND CONDITIONS THE TERMS AND CONDITIONS FOR THE SUPPLY OF
ELECTRICITY ("TERMS") SEP ARA TEL Y. EXECUTED BY
BUYER AND SELLER, ARE PART OF THE AGREEMENT TO
WHICH THIS OFFER FOR THE SUPPLY OF ELECTRICITY
APP.LIES. BUYER ACKNOWLEDGES THAT IT HAS RECEIVED
THE TERMS, AND IN THE EVENT THAT BUYER HAS NOT
PREVIOUSLY EXECUTED THE TERMS, BY SIGNING THIS
OFFER BUYER AGREES TO BE BOUND BY THE TERMS AS
PROVIDED BY SELLER.
Seller Si~ ure:
BUYER: City of La Porte
604 W Fairmont Pkwy
La Porte, TX 77571
Phone: 281-471-5020
Fax: 281-741-1884
I. AGREEMENT TERM
II. PAYMENTTERMS
III. DEPOSIT AMOUNT
IV. BILL PRESENTMENT
METHOD
V. PAYMENT METHOD
VI. STANDARD SERVICES
VII. CUSTOM SERVICES
VIII. SPECIAL PROVISIONS
IX. COST PER KWH
X MONTHLYCONTRACT
USAGE TOLERANCES
Position.
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Date: '
Form NameNersion: OFFER SHEET 110701
SELLER: TXU Energy Services Company
1601 Bryan, 7th Floor
Dallas, Texas 75201
Phone: 214-875-1000
Fax: 214-875-1001 '
The Primary Tenn for each Premise, identified in Exhibit A, shall commence upon
the date of the first reading of the meter(s) on each respective Premise by the TDSP
after 1/112002, or as soon thereafter as practicable, and shall end for each Premise
upon the date of the first reading of the respective Premise meter(s) by the TDSP after
12/3112003.
Net 30 Days
No initial deposit required.
CI Paper
Check
Toll free number (800) 725-7920) for 24 hour emergency outage and customer
service, available 7:00 a.m. to 7:00 p.m. on nonnal business days; Assigned customer
service representative, billing analyst, and assigned professional account manager.
Not Applicable
Not Applicable
See attached Price Sheet
Name
d/.:j, I
Position:
Date:
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eTXU
Price Sheet - Flat Price
TXU Energy Services
ContractJPlan #:
Account Name:
Plan Type:
1-8CGC7
City of La Porte
Flat
This Price Sheet is only valid in association with and shall remain subject to the Tenns and Conditions for Supply of Electricity
("Tenns") and Offer for Supply of Electricity referenced above and is contingent upon Customer's acceptance of the Offer prior to the
Offer Expiration Date. This Price Sheet is applicable to the Customer ESI number(s) identified on Exhibit A ofthe Tenns.
Monthly Prices shall equal the sum of (i) the Monthly Standing Charge set forth below; plus (ii) the applicable per kWh charges set
forth below for the electricity; plus (iii) all costs and expenses of any nature, whatsoever that are charge4 by the Transmission and
Distribution Service Provider ("TDSP") for the transmission and/or distribution of the electricity, as well as any other charges of the
TDSP that are attributable to the Customer Account numbers, including, without limitation, charges for reactive power; plus (iv) all
other tariffs, rates, riders, fees, and charges, charged by the TDSP or another party,.that are mandated, levied, assessed, allowed, or
approved by the Texas Public Utility Commission and all other governmental or regulatory authorities, on or with respect to the
acquisition, sale, delivery, and purchase ofthe electricity; plus (v) all federal, state, and local taxes, of any nature whatsoever, imposed
by all governmental and regulatory authorities, on or with, respect to the acquisition, sale, delivery, and purchase of the electricity,
including Seller's Texas Gross Receipts Tax on the sale of electricity to Buyer; plus (vi) the Over Capacity Charge set forth below, if
applicable; plus (vii) an aggregation fee of$0.00045 per kWh actually consumed by Buyer collected by Seller on behalf of and paid to
HGAC Energy Purchasing Corporation.
Charge Amount '
Monthly Standing Charge per $0.00 '
service point
All kWh $0.04397 per kWh
$0.0233484 per kWh for delivery, excluding reactive
TDSP Delivery Charges power, based upon current estimate;* Monthly price will
be based upon actual charges.
Tariffs, rates, riders, fees, and
charges other than those included To be determined, varies by service point
in TDSP delivery charges above
All applicable taxes To be determined, varies by jurisdiction
Over Capacity Charge $0.00 per kW
The costs and expenses charged by the TDSP for delivery services may fluctuate during the Agreemeiu Tenn, as will other applicable
taxes, tariffs, riders, fees, and charges.
* For reference purposes only. This is the current estimate of the average TDSP standard delivery costs, excluding charges for reactive
power, special metering, or other miscellaneous TDSP charges.
Fonn NameIVersion: PRICE SHEET FLAT PRICE 11070 I
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ATTACHMENT A
eTXU
TXU Energy Service.
TERMS AND CONDITIONS FOR SUPPLY OF ELECTRICITY
These Terms and Conditions for the Supply of Electricity ("Terms"), together with any Offer for Supply of
Electricity ("Offer") and any other attachments, exhibits or appendices (including, as appropriate, one or more Price Sheets)
as may be hereafter agreed to by Buyer (the term Buyer includes its employees andlor agents as appropriate), and Seller (the
term Seller includes its assignees andlor as appropriate its employees, agents andlor subcontractors), shall constitute the
"Agreement" for the supply of electricity to the Premise(s) of Buyer set forth in Exhibit "A" attached hereto. Seller and Buyer
may hereinafter be referred to individually as a "Party" and collectively as the "Parties". "Premise(s)" herein shall mean the
designated (in Exhibit "Aj property or facilities and associated metered account(s) identified by an Electric Service Identifier
("ESI"), which is a unique and permanent identifier assigned to each Premise(s). A "Price Sheet(s)" is a document(s)
containing a description of the method for determining charges payable by Buyer to Seller for electricity supplied pursuant to
this Agreement, for specified Premises and shall contain the Offer Price. A condition preceaent for the effectiveness of the
Agreement shall be the execution of a separate Offer, and agreement by the Parties on the terms contained in Exhibit "A" and
the appropriate Price Sheet(s).
I. SUBJECT MATTER AND QUANTITY. Seller shall sell and cause delivery, and Buyer shall purchase and receive at the Point
of Delivery, for use only at the Premise(s), Buyer's non-residential electricity requirements set forth on Exhibit "A" attached hereto.
"TDSP" herein shall mean a transmission andlor distribution provider under the jurisdiction of the Public Utility Commission of
Texas ("PUCT") that owns and maintains a transmission or distribution system for the delivery of energy; including a Municipally
owned utility or Rural Electric Cooperative. "Point of Delivery" herein shall mean the point where TDSP's conductors are
connected to Buyer's conductors at or near Buyer's Premises.
II. [This Section has been deleted intentionally.]
III. TERM. The "Agreement Term" shall be the time period, as referred to in the Offer, during which the prices contained in
the Price Sl'Ieets are and shall remain in force.
IV. AGREEMENT RENEWAUPRICE RENEGOTIATION. If Buyer and Seller have not agreed to new pricing and terms prior
to thirty calendar days before the expiration of the then current Offer, and Buyer has not arranged for electricity from another
supplier prior to the expiration of such Offer, then, effective upon expiration of the Offer and until Buyer arranges for electricity
with another supplier or under a new Offer with Seller, Seller agrees to sell and deliver and Buyer agrees to purchase and
receive electricity under terms and prices of Seller's then current Standard List Price Offer applicable to businesses of same or
similar nature as Buyer. "Standard List Price Offer" herein shall mean the Seller's price charged to customer's purchasing
electricity without a valid Offer for the Supply of Electricity. The Standard List Price Offer may change from time to time at the
discretion of Seller.
V. CALCULATION AND PAYMENT OF CHARGES.
5.1 Seller will invoice Buyer for electricity delivered to the Premise(s) during each monthly billing cycle of the Agreement Term,
and for any other amounts due from Buyer to Seller hereunder, in accordance with the applicable Price Sheet, provided, however,
in the event Buyer is a water district, a municipal utility district, a public utility district, a water control improvement district. all other
types of special districts. or has at the lime this Agreement is entered into, twenty five percent (25.0%) or more of its total electric
load is attributable to water pumping load, and (a) takes total quantities of electricity (attributable to all Premise(s) hereunder) in
any month that are in excess of one hundred twenty-five percent (125.0%) of the aggregated quantities listed in Exhibit "A",
then Seller shall have the option to price such excess quantities at 105.0% of the then current retail market value or (b) takes
quantities of electricity in a month that are less than seventy five percent (75.0%) of the aggregated quantities listed in Exhibit "Aa
(provided such is not the result of a force majeure event) then, in addition to paying for those quantities actually taken in
accordance with the applicable Price Sheet, Buyer agrees to pay Seller the positive amount, if any, calculated as follows: (75.0%
of the aggregated quantities on Exhibit "A" for the applicable month minus the aggregated quantities actually used by Buyer
during the month, the "Shortfall Quantity") multiplied by (the contracted price from the applicable Price Sheet minus 95.0% of the
then current retail market price for the Shortfall Quantity). "Retail Market Price" for purposes of this paragraph 5.1 only shall be:
the weighted average of the ERCOT market clearing price for energy for each congestion zone in the applicable month; -plus (a)
all charges associated with (i) Ancillary Services, (ii) Line Losses, (iii) Unaccounted for Energy, and (iv) ERCOT administration
fees; and (b) any new charges established by the Independent System Operator that load serving Qualified'Scheduling Entities
are required to pay.
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5.2 If Buyer has more than one Premise, the monthly billing cycle may vary for different Premises, and may not coincide with a
calendar month. In the event that an interval demand recorder ("lORn) must be installed at any Premise, if such lOR has not been
installed prior to the commencement of the Agreement Term, Seller reserves the right to calculate prices bas'ed upon the
appropriate deemed load profile, as obtained by Seller from the PUCT, until such lOR can be installed.
5.3 Buyer shall pay the invoiced amount on or before the due date specified in the Offer, and/or notify SeHer within ten business
days of the invoice date if Buyer disputes any part of the invoice together with Buyer's reasons for disputing the invoice (however,
Buyer's payment of an invoice and/or failure to dispute an invoice by the due date, in and of itself, shall not constitute a waiver
by S-uyer of Buyer's right to contest later the correctness of such invoice), bunhe undisputed part shall remain due and payable.
In the event that Buyer gives notice of such dispute, thaParties shall, for a period of .thirty calendar days following Seller's receipt
of that notice, pursue diligent, good faith efforts to resolve the dispute. If the Parties are unable to resolve a disputed invoice
during that thirty day period, Seller may require, in the event it is subsequently determined that Buyer should pay Seller all or part
of the disputed amount, that Buyer pay interest on such amount, at a r.!lte equal to (i) one percent (1%) per month or (ii) the
highest rate allowed by law, whichever is the lesser, from the date such payment was originally due until the same is paid.
Following resolution of the dispute, any amount found payable (including interest) shall be paid within thirty calendar days. If
Buyer fails to pay any amount due (including any disputed amount withheld which is subsequently found to have been payable),
Seller may, at its option, pursue any or all of the following actions or remedies: (a) accrue interest on the unpaid portion at a rate
equal to that described earlier in this paragraph, from the date such payment is due until the same is paid, or (b) transfer Buyer to
the provider of last resort ("POLRn). POLR shall be defined as a retail electric provider that has been designated by the PUCT to
provide a basic, standard retail service package to requesting or defaulting customers.
5.4 If Buyer notifies Seller in, writing of a justifiable concem regarding the accuracy of an invoice hereunder, Seller shall make
available to Buyer during normal b~siness hours the records in Seller's possession reasonably necessary for Buyer to verify the
accuracy of its bill. Provided, however, neither Party may request any adjustment or correction of any statement or payment
-unless written notice of such request for adjustment or correction is fumished Within twenty-four (24) months of the date of the
statement or payment for which such adjustment or correction is requested.
5.5 If this Agreement is terminated for any reason (including where Buyer terminates in accordance with Section VII) and Buyer
does not arrange for a new electricity supply agreement with Seller or another supplier, Seller, until Buyer arranges for a new
electric supply agreement with Seller or another supplier, may (in addition to other remedies) charge Buyer for any electricity
used at the Premise(s) after the effective date s>f the termination, and subject to these Terms, at Seller's then current Standard
List Price Offer applicable to businesses of same or similar nature as Buyer. This sub-clause shall survive termination of this
Agreement. .
5.6 Payments may be made by check, wire transfer, direct debit or electronic data interchange (on terms reasonably
acceptable to both Parties), and notwithstanding anything to the contrary contained herein, must be received by the receiving
Party on or before the dates specified in Article II of the Offer. The address to which payments are to be made shall be as set
forth in the Offer. For Buyer to pay Seller other than by check, Buyer needs to obtain required information I agreements with
Seller. If Buyer fails to pay the invoiced amount to Seller by the Due Date, and such amount is not disputed as provided in
Section 5.3 the undisputed invoiced amount will accrue interest at the rate of 12% per year, and, in addition, Seller may pursue,
but is not required to pursue, available legal remedies for collection of the unpaid invoice and late-payment interest charges,
including termination of the Agreement in accordance with the procedures set forth in Article VII.
5.7 In the event Buyer ever takes electricity exceeding the Maximum kW for each Premise(s}, each time it does so Buyer shall
pay the Over Capacity Charges as stated in the applicable Price Sheet. "Maximum kWn for each Premise is set forth on
Exhibit "An, and shall be r~orded at the TDSP Point of Delivery. '
5.8 Buyer agrees that it shall abide and be bound by the Agreement through the end of the Agreement Term and shall not, during
the Agreement Term, claim any right to pricing based upon the Price to Beat. "Price to Beat" shall mean a price for electricity, as
determined pursuant to the Public Utility Regulatory Act, Section 39.202, charged by an affiliated retail electric provider to eligible
customers.
VI. METERING EQUIPMENT. .
6.1 The supply of electricity to Buyer at the TDSP Delivery Point(s) shall be measured by Metering Equipment. "Metering
Equipmentn herein shall mean any and all equipment required for the measurement of demand, energy, reactive demand or
reactive energy and the times during which said demand or energy is consumed. Unless the accuracy of the Metering
Equipment is disputed by notice given by either Party to the other the Metering Equipment shall be deemed to be accurate. If
notice is given (unless otherwise agreed) the Mete,ring Equipment shall be examined within a reasonable period, by the TDSP
in accordance with the applicable Substantive Rules of the PUCT. If such test finds that the inaccuracy of the registration of
kWh or kW at normal loads exceeds that allowed by ANSI standard C.12, suitable adjustment shall be made in the accounts
rendered by Seller, and, within a reasonable period following that determination, the Metering Equipment shall be re-calibrated
or replaced by the entity that installs, validates, registers, and maintains the physical meter required on a Premise to measure
customer usage. If such test finds the Metering Equipment to be accurate within the said limits, the Metering Equipment shall
be deemed to be accurate and the cost of moving, testing, and replacing the Metering Equipment shall be paid by the Party
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who issued the notice. If it is discovered that any reading of the Metering Equipment or translation of the readings into
charges have been incorrect then the amount of money due to and from Seller shall be paid forthwith.
6.2 If appropriate meter reading personnel cannot gain access to read the Metering Equipment, or the Metering Equipment fails
to register correctly the amount of electricity supplied, or the readings are not communicated to Seller in time for whatever reason,
Seller shall reasonably estimate the quantity of the electricity consumed and Buyer shall pay the charges for the estimate_d
amounts subject to any adjustments which may be necessary following the reading. Buyer shall notify Seller of any dispute or
query regarding the Metering Equipment made by the TDSP. Seller is not responsible for damage to the Metering Equipment
unless caused by Seller's negligence. - .
VII. TERMINATION OF AGREEMENT.
7.1 A material breach of this Agreement includes: (a) the failure of either Party to make any payment due to the other Party
pursuant to the terms hereof, provided, however, that notwithstanding the foregoing or anything else to the contrary in this
Agreement, Supplier may not terminate this Agreement for non-payment by Buyer of an undisputed invoiced amount unless
the undisputed invoiced amount remains unpaid for thirty (30) days after the due date; (b) the failure of a Party to comply with
any other material term of this Agreement; (c) a Party becomes or declares that it is insolvent or bankrupt, or becomes or
declares that it is the subject of any proc~edings, or is taking any action whatsoever, relating to its bankruptcy, liquidation or
insolvency, or is not generally paying its debts as they become due, (d) a Party fails to comply with any federal, state or local
law, regulation, rule or order that causes a material adverse affect upon this Agreement, either Party or either Party's
performance of its obligations described in this Agreement; (e) if Buyer enters into another electricity supply agreement for any
Premise(s) with another retail energy provider that covers any period during the Agreement Term; or (f) if Buyer, except as
provided in paragraphs 7.2 and 14.3 below, sells, leases, closes or otherwise conveys or assigns any Premise(s) in which the
electricity sold hereunder is utilized. If either Party commits a material breach of this AgreelT)ent, the non-breaching Party
shall give written notice to the breaching Party that describes the breach in reasonable detail ("Original Notice"). The non-
breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, at law, or in equity,
terminate this Agreement (i) by providing an additional notice if the breaching Party does not pay all amounts due and owing
set forth in the Original Notice within ten calendar days of the date of the Original Notice, or (ii) effective immediately in the
Original Notice in the event the breach pertains to (c), (e), or (f) in this paragraph above, or (iii) by providing ap additional
notice if the breaching Party fails to cure any breach other than one related to (a), (c), (e), or (f) in this paragraph above within
thirty calendar days of the date of the Original Notice.
7.2 (a) In the event Buyer sells, closes, or leases a particular Premise, without selling, closing, or leasing all of the
Premises, Buyer shall have the right to delete that particular Premise and the quantities of electricity attributable to that
Premise through the end of the Agreement Term (the "Liquidated Quantities") from this Agreement without terminating the
Agreement (a "Premise Buyout Option"). If Buyer desires to exercise a Premise Buyout Option with regard to a Premise,
Buyer shall notify Seller in writing at least thirty calendar days prior to the effective date. Upon the exercise of a Premise
Buyout Option, in the event a new owner of the applicable Premise (i) is willing to sign a new contract with Seller upon the
same terms and conditions as Buyer's contract, (ii) is deemed creditworthy by Seller, and (iii) the new owner and Seller can
legally enter into such a contract in accordance with the rules and regulations of the PUCT, then the Premise will be deleted
from this Agreement and neither Party will owe any compensation to the other. In the event that the new owner (i) is unwilling
to sign a contract with Seller upon the same terms and conditions, (ii) is not reasonably deemed creditworthy by Seller, or (iii)
the new owner and Seller cannot legally enter into the contract. then Buyer agrees to pay Seller the positive amount, if any,
calculated as follows: the Liquidated Quantities f!lultiplied by (the price that Buyer would have paid for the Liquidated Quantities
through the end of the Agreement Term according to the applicable Price Sheet, minus 95.0% of the then current retail marKet
price). Buyer shall pay such amount, if any, to Seller within twenty days of the date of liquidation. Exhibit "A" shall be modified
to reflect the deletion of such Premise and its Liquidated Quantities, and all other terms and conditions of this Agreement shall
remain in full force and effect with respect to the remainillg Premises.
(b) In the event Buyer reduces its operations at a Premise, Buyer shall have the right to delete the quantities of
electricity attributable to the reduction in operations at such Premise from the effective date of the reduction through the end of
the Agreement Term (the "Reduced Operations Liquidated Quantities") from this Agreement without terminating the
Agreement. If Buyer desires to exercise such right with regard to a Premise, Buyer shall notify Seller in writing at least thirty
calendar days prior to the effective date. Upon the exercise of such right, Buyer agrees to pay Seller the positive amount, if
any, calculated as follows: the Reduced Operations Liquidated Quantities multiplied by (the price that Buyer would have paid for
the Reduced Operations Liquidated Quantities through the end of the Agreement Term according to the applicable Price
Sheet, minus 95.0% of the then current retail marKet price for the liquidated quantities). Buyer shall pay such amount, if any, to
Seller within twenty days of the date of liquidation. Exhibit "A" shall be modified to reflect the deletion of the liquidated
quantities, and all other terms and conditions of this Agreement shall remain in full force and effect.
(c) Both Parties will work in good faith during the Agreement Term to reasonably accommodate and assist Buyer with
the management of its electricity needs at the Premises. Since it is not possible to foresee the evolution of the deregulated
power industry in Texas, various reasonable options for Buyer to achieve this are evolving and under development by Seller.
For example, if Buyer desires to contract for additi9nal electricity, both Parties will work in good faith to mutually agree upon
the terms and conditions that are economically viable to both Parties. However, notwithstanding the pre~ious language,
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nothing contained herein shall be construed as to deny or diminish the economic benefit of this Agreement to either Party, and
neither Party shall be under any obligation whatsoever to agree to a modification that would have such result.
7.3 (a) In the event that this Agreement is terminated by Seller pursuant to Section 7.1,Jhe Parties agree, that in addition
to all amounts Buyer may owe Seller prior to the termination, Seller's damages shall be the positive amount, if any, calculated as
follows: (all remaining unpurchased quantities of electricity reflected on Exhibit "A" through the end of the Agreement Term)
multiplied by (the price that Buyer would have paid for the unpurchased quantities through the end of the Agreement Term
according to the applicable Price Sheet, minus the current retail market price for the unpurchased quantities at the time of
termination) plus (all reasonable costs and expenses incurred by Seller). Such amount shall be immediately due and payable
within thirty calendar days following such termination. The current retail market price in this instance shall mean the price that
Seller would reasonably be able to obtain from a bona-fide third party if entering into a contract with another customer for the
unpurchased quantities, and for the remaining term after the Early Termination Date through the end of the Agreement Term.
Seller shall have a duty to use commercially reasonable efforts to mitigate its damages.
(b) In the event that this Agreement is terminated by Buyer pursuant to Section 7.1,.....the Parties agree, that in addition
to all amounts Seller may owe Buyer prior to the termination, Buyer's damages shall be the positive amount, if any, calculated as
follows: (all remaining unpurchased quantities of electricity reflected on Exhibit "A" through the end of .the Agreement Term)
multiplied by (the current retail market price for the unpurchased quantities at the time of termination, minus the price that Buyer
would have paid for the unpurchased quantities through the end of the Agreement Term according to the applicable Price
Sheet) plus (all reasonable costs and expenses incurred by Buyer). Such amount shall be immediately due and payable within
thirty calendar days following' such termination. The current retail market price in this instance shall mean the price Buyer would
have to pay if entering into a contract with another Retail Electric Provider ("REP") for the same quantities, and for the
remaining term after the Ear1y Termination Date through the end of the Agreement Term. The price offered by the POLR, or
any REP's Standard List Price Offer, shall not be used to calculate Buyer's damages. Buyer shall have a duty to use
commercially reasonable efforts to mitigate its damages.
7.4 Buyer may terminate this Agreement, on a prospective basis, in the event of non-appropriation of funding for this
Agreement by Buyer's Governing Body. Buyer agrees, to the full extent allowed by Texas law, that if any funds are
appropriated for electricity costs, such funds shall be applied first to the cost of electricity provided pursuant to this Agreement.
. Buyer agrees to notify the REP in writing of such non-appropriation at the earliest practicable time subsequent to the failure to
appropriate, and as of Buyer's termination date, Seller shall have no further duty to supply Electricity to Buyer and shall move
service for the Accounts to the POLR as established by the PUCT on the date of termination for non-appropriation.
VIII. FORCE MAJEURE. If either Party is unable to perform its obligations in whole or in part due to an event of force
majeure as defined herein, then the obligations of the affected Party shall be suspended to the extent made necessary by
such event. The term "force majeure" means any cause not within the control of the Party claiming relief, including, but not
limited to, Acts of God, including magnetic disturbances but not including extremes of temperature alone; arrests, orders,
directives, restraints and requirements of the govemment and governmental agencies, either federal or state (excluding
Buyer), civil or military; civil disorder; strikes or labor disputes; fa.ilure, repair or change of or obstruction in electric power lines,
equipment or machinery; the failure of the TDSP to receive, transport, or deliver, or otherwise perform, unless due to the
failure of the Party claiming force majeure to perform such Party's obligations hereunder; an event of force majeure of Seller's
supplier(s) or with Buyer's electrical equipment at Buyer's Premises; or any other cause which by the exercise of reasonable
diligence such Party could not have prevented or is unable to overcome. Any such event of force majeure shall, so far as
possible, be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts will
be entirely within the discretion of the Party having the difficulty, and that the above requirement of the use of diligence in
restoring normal operating conditions will not require the settlement of strikes or lockouts by acceding to the terms of the
opposing party when such course is inadvisable in the discretion of the Party having the difficulty. Neither financial distress
nor the inability of either Party to make a profit or avoid a financial loss shall be deemed a force majeure event, nor shall (i)
changes in the market prices of fuel, energy, or electricity, or (ii) a Party's financial inability to perform its obligations under this
Agreement, constitute an event of Force Majeure hereunder.
IX. WARRANTIES AND LIMITATIONS OF LIABiliTIES.
9.1 Seller hereby warrants to Buyer that at the time of delivery of electricity hereunder it will have good title and/or the right to
sell such electricity, and that such electricity will be free and clear of all liens and adverse claims. Title will pass to Buyer at
the TDSP Point of Delivery. EXCEPT AS PROVIDED FOR IN THE FIRST SENTENCE OF THIS PARAGRAPH, SELLER
EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, WHETHER WRITTEN OR VERBAL, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS, IMPLIED, OR STATUTORY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.2 Unless otherwise expressly provided herein, any liability under this Agreement will be limited to direct actual damages as
the sole and exclusive remedy, and all other remedies or damages at law or in equity are waived. Neither Party will be liable
for consequential, incidental, punitive, exemplary or indirect damages, including lost profits or other business interruption
damages, whether in tort or contract, under any indemnity provisions or otherwise in connection with this Agreement. The
,limitations imposed on remedies and damage measurement will be without regard to cause, including negligence of any Party,
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"
whether sole, joint, concurrent, active or passive; provided no such limitation shall apply to damages resulting from the willful
misconduct or gross negligence of any Party.
X. NOTICES. All notices required or pennitted under this Agreement shall be in writing and shall be deemed to be
delivered when deposited in the United States mail (first class, registered or certified), postage prepaid, when deposited with
an ovemight delivery service, prepaid to the applicable Buyer's address shown in the attached Exhibit "A", and Seller's
address as shown in the Offer, or to such address as either Party may from time to time designate as the address, or in the
case of hand delivery, when delivered to a representative of either Party by a representative of the other Party; provided,
however, except for payments of amounts due hereunder, either Party may provide such items hereunder by electronic mail or
facsimile to the other Party at the applicable telephone number shown on the current Offer, and further provided, the original
copy of such item shall be sent to the other Party within three business days thereafter.
XI. APPLICABLE LAW AND REGULATIONS.
11.1 This Agreement is subject to all applicable laws, regulations, rules and orders.
11.2 In the event a judicial decision, order, new law or regulation, or a change in any law or regulation, requires a change in
the method by which prices are calculated under this Agreement, or materially and directly affects a Party's ability to perfonn
its obligations hereunder, then the Party that is negatively affected shall have the right to notify the other Party, within thirty
calendar days after becoming aware of such detrimental change. The Parties shall attempt to negotiate a modification to the
terms of this Agreement so as to mitigate the impact of the event. If, after twenty calendar days beyond the date of notice, the
Parties have been unable to negotiate a mutually satisfactory modification to the tenns of this Agreement, either Party shall
have the right to tenninate this Agreement upon ten calendar days prior written notice to the other Party. If such right to
terminate is not exercised within forty-five calendar days after the date of the original notice hereunder, then the right to
terminate this Agreement shall be waived with respect to the particular event.
11.3 Seller agrees to maintain all necessary certifications and comply with all necessary PUCT and/or ERCOT requirements
in order to perform its obligations under this Agreement.
,11.4 Notwithstanding anything contained in this Agreement, Buyer shall not attempt to utilize, under the provisions of this
Section XI or Section VIII, or in any other manner, its inherent powers as a political subdivision of the State of Texas in order
to circumvent in any way the terms and provisions of this Agreement or the intent of this Agreement.
XII. FAILURE OR TEMPORARY DISCONTINUANCE OF SUPPLY.
12.1 The supply of electricity may be disconnected in the event of Force Majeure in respect of this Agreement; or if at TDSP's
discretion it is necessary to do so for any of the following reasons: (a) to avoid danger; or because failure to disconnect the
supply of electricity would or might involve TDSP being in breach of applicable regulations or laws; or to avoid interference
with the supply of electricity to another person which TDSP reasonably believes may be caused or result from Buyer's
equipment or device used at the Premise(s); or to enable TDSP or TDSP's representatives to inspect, maintain or repair any
part of the equipment or the Distribution System; or in case of accident or other emergency affecting or likely to affect the
Distribution System or any other system through which (directly or indirectly) Seller or TDSP receives or supplies electricity; or
(b) because Buyer's electric connections or systems are deemed by TOSP to present a hazard.
12.2 In the event that the supply of electricity to Buyer's Premises is interrupted due to the material breach by Seller of its
contractual obligations under this Agreement and not due to (i) a force majeure event, (ii) as provided in paragraph 12.1
above, or (iii) the failure of Buyer to comply with its obligations under this Agreement, then, in the event Buyer is required to '
purchase replacement electricity from a third party during such interruption, Seller shall be liable for the positive amount, if
any, calculated as follows: the quantities so interrupted by Seller multiplied by [the then current retail market price (or the POLR
price if Buyer was unable to purchase' electricity from another retail electricity provider) minus I the contracted price from the
applicable Price Sheet], .
XIII. RESPONSIBILITY.
13.1 Buver ResDonsibilitv. Buyer assumes full responsibility for electric energy furnished to Buyer at and on Buyer's side of
the Point of Delivery, and agrees, to the full extent allowed by law, to hold harmless Seller, its parent company and all of its
affiliates, and all of their respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter
collectively referred to as "Seller Group"), from and against all claims, losses, expenses, damages, demands, judgments,
causes of action, an~ suits of any kind (hereinafter collectively referred to "Claims"), including Claims for personal. injury,
death, or damages to property occurring on Buyer's side of the Point of Delivery and upon the Premise(s), arising out of or
related to the electric power and energy and/or Buyer's performance under the Agreement.
13.2 Seller Resoonsibilitv. Buyer acknowledges and understands that (i) Seller never obtains physical possession or control of
the electricity, (ii) Seller does not own nor have control of the electric transmission wires and equipment, and that they are
owned and/or controlled by the TDSP, (iii) all meter reading, and repair services will be provided by employees or agents of
the TDSP, (iv) all responsibilities and liabilities of the TDSP are set forth in the tariff regulations as approved by the PUCT, and
(v) the employees and agents of the TDSP are not employees or agents of Seller. Seller shall not have any obligation
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whatsoever to indemnify, defend, nor hold harmless Buyer, its parent company and all of its affiliates, and all of their
respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter collectively referred to
as "Buyer Group"), against any Claims, on either side of the Point of Delivery, arising out of or in any way related to the
electricity and/or the delivery thereof, including, without limitation, the actions of the TDSP and its employees and agents,
except in the event, and only in the event, that such Claims are the direct result of the sole negligence and/or intentionally
wror'9ful act of an employee, or agent under the exclusive control, of Seller.
XIV. MISCELLANEOUS. _
14.1 TDSPs. Buyer and Seller agree to all terms and' conditions (adopted pursuant to statutes, regulation~ or other lawful
authority) of the TDSPs that provide electricity delivery services to the Premise(s) or other Buyer facilities, which may from
time to time be amended, are made part of this Agreement. '
14.2 Choice of Law: Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES WHICH
OTHERWISE MIGHT BE APPLICABLE.
14.3 Assianment. In the event that Buyer_conveys legal title to all of the Premises to the same entity, Buyer may request from
Seller the right to assign its rights and obligations under the Agreement to the new owner of the Premises, and in such event,
Seller shall not unreasonably withhold its consent. Any purported assignment without Seller's prior written consent shall be null
and void. Buyer shall not have any right whatsoever to assign this Agreement to any party that is not the owner of all of the
Premises, and any purported assignment shall be null and void. Seller may assign this Agreement to another party, with the
prior written consent of Buyer, which consent shall not be unreasonably withheld. Any purported assignment without Buyer's
prior written consent shall be null and void. This Agreem~nt shall inure to and be binding upon the Parties hereto, and their
respective successors and assigns.
14.4 -Entiretv of Aareement. It is the intention of the Parties that the Agreement shall contain all terms, conditions, and
protections in any way related to, or arising put of, the sale and purchase of the electricity, and supersedes all prior
agreements, whether written or oral. It is also the intention of the Parties to agree to terms of service different than those that
would otherwise apply under the Substantive Rules of the Public Utility Commission of Texas "Customer Protection Rules for
Retail Electric'Service", Sections 25.471 - 25.485, and 25.491 - 25.492. The Parties expressly acknowledge that certain
terms, conditions, and protections addressed in such sections 25.472 . 25.485, and 25.491, .25.492 may not be provided for
or referred to in this Agreement, and, in such event, it is the intent of the Parties that such terms, conditions, and protections
are not applicable to the Parties. Neither Party may assert any claim that any term, condition, and/or protection contained in
Sections 25.472 - 25.485 and 25.491 - 25.492 of the Rules is inconsistent with any term, condition, and/or protection
contained in the Agreement and, therefore, applies to the Parties. This Agreement may not be modified or amended except in
writing, duly executed by the Parties hereto. Buyer warrants that the information supplied by it pursuant to this Agreement is
true and shall remain so throughout the term of the Agreement unless varied by agreement.
14.5 Waiver of Riahts. A waiver by either Party of any breach of this Agreement, or the failure of either Party to enforce any
of the terms and provisions of this Agreement, will not in any way affect, limit or waive that Party's right to enforce and compel
strict compliance with the same or other terms or provisions of this Agreement.
14.6 Third Partv Riahts. Nothing in this Agreement shall create, or be construed as creating, any express or implied rights in
any person or entity other than the Parties.
14.7 Survival. No termination or cancellation of this Agreement will relieve either Party of any obligations under this
Agreement that by their nature survive such termination or cancellation, including, but not limited to, all warranties and
obligations of indemnity.
14.8 Further Assurances. Buyer and Seller agree to provide such information, execute and deliver any instruments and
documents and to take such other action~ as may be necessary or reasonably requested by the other Party which are not
inconsistent with. the provisions of this Agreement and which do not involve the assumptions of obligations other than those
provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement.
14.9 Distribution SYstem. Distribution System herein shall mean any system for the distribution of electricity through which
the electricity to be provided by Seller to Buyer is provided or passed to the Premise(s). Seller's obligations under this
Agreement are subject to the maximum capacity and any other design feature of Buyer's Premise or Connection. Buyer shall
contact Seller in accordance with all applicable legal requirements, and otherwise reasonably in advance, if Buyer proposes to
make any significant change to Buyer's connection, electric lines or electrical equipment, install or operate generating
equipment or do anything else that could affect the Distribution System or require alterations to Buyer's Connection. Each of
the Parties undertakes to comply with Buyer's TDSP's Tariff for Distribution Service:.
14.10 Delivery of Electricitv. Sell~r does not guarantee against irregularities or interruptions. it being understood that
occasional irregularities and interruptions by the TOSP may occur. Buyer is responsible for installing and maintaining
protective devices as recommended or required by the then current edition of the National Electric Code and other such
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devices as are necessary to protect equipment or process during irregular or interrupted service including, but not limited to
voltage and wave form irregularities.
14.11 -Confidentialitv. Seller acknowledges that Buyer is a governmental body that is subject to public information laws,
including Chapter 552 of the Texas Government Code, which requires Buyer to release any information that is defined as or
deemed to be public (the "Public Information Statutes"). Subject to any Public Information Statute or related order, rule or
regulation requiring disclosure, Seller and Buyer agree to keep all terms and provisions of this Agreement confidential and not _
to disclose the terms of the same to any third parties; provided, however, each Party shall have the right to make such
disclosures, if any, to governmental agencies and to its own agents, attorneys, auditors, accountants and shareholders as may
be reasonably necessary. If disclosure is sought through process of a court, or a state or feeferal regulatory agency, the Party
from whom the disclosure is sought shall resist disclosure through all reasonable means and shall immediately notify the other
Party to allow it the opportunity to participate in such proceedings.
14.12 Resale of Seller's Electric Service. Buyer may not use supply of electricity provided by Seller except for the purpose
specified in the Price Sheet under which Buyer receives supply of electricity. Buyer may not resell or otherwise dispose of
supply of electricity unless as provided by statute or as specifically provided for in the Price Sheet.
14.13 Authorization. At such time as executed Offer and Price Sheet(s) are attached hereto, Buyer authorizes Seller to
become Buyer's new retail electric provider in place of Buyer's current retail electric provider for the duration of the Agreement
Term set forth in the Offer. Buyer authorizes Seller to act as Buyer's agent to effect the change, and Buyer directs its current
retail electric provider to work with Seller to make this change happen. Buyer represents to Seller that Buyer is legally
authorized to change the retail electric provider for all of the Premises.
14.14 Severabilitv. If any portion of this Agreement, or application thereof to any person or circumstance, shall be held legally
invalid, the remainder snail not be affected and shall be valid and enforced to the fullest extent permitted by law or equity.
14.15 Aaareaator Fees. Seller shall bill and collect from Buyer for HGAC Energy Purchasing Corporation ("HGAC")
Aggregation Fees with respect to the purchase of Electricity under these Terms and Conditions ("Aggregation Fees"). Seller_
shall remit all Aggregation, Fee collections received during each calendar month to HGAC on or before the twentieth (20th)
Business Day of the following calendar month. Payments received from Buyer shall be deemed to bE:! payments of Seller and
TDSP charges then due, then of the Aggregation Fee.
14.16 Aaareaator Review. Buyer understands and acknowledges that any deviations from the standard Terms and
Conditions for Supply of Electricity negotiated by HGAC on behalf of Buyer shall be subject to the prior review and consent of
the HGAC.
14.17 Buyer is a Member of the HGAC Energy Purchasing Corporation. Seller is basing the indicative price on the attached
price sheet upon assumptions as to the aggregated load and associated load factor of all Members of the Corporation. A
condition precedent to the effectiveness of this Agreement is satisfaction of certain load and load factor criteria as agreed to
between Seller and the HGAC Energy Purchasing CorpOration. In the event that such criteria, as established in Section 1.b of
the Agreement between H-GAC Energy Purchasing Corporation and TXU Energy Services, are not satisfied, then Seller shall
not sign this Agreement and it shall be null and void ab initio.
14.18 Buyer shall notify seller of any ESls that have any significant load shifting. capabilities so Seller may offer multipart
pricing for that Premise.
The Parties have signed this Terms{ and Conditions for Supply of Electricity document, acknowledging their
agreement to its provisions as of ~ ~ "':>1 ,2001. "
Cr/j OF L.A /J()leIE
By: aM T. \\~
Name: f( 0 ber4- t: I/.rr-erl'J..
Title: G~ J1a nt2j.et'"
Date: I ij ~I () I
"Buyer"
Title:
TXU ENERGY SERVICES COMPANY
U~ /?P~/Cfl)ll
7 .
Name: ~nh r\ P. Wo,-" .'L
5PA\Or "'b;rpc:tTIY"
Date: /2- //-cJ(
By:
"Seller"
01/01/02
12/31103
24
Contract Start Date:
Contract End Date:
Primary Term:
1-8CGC7
Flat
Plan 10:
Plan Type
TOU Type
City of La Porte
53.1%
19,012,428
1-4QV2
Load Factor:
Contract kWh
Account
Est.
Flat
19,012,428
TOU Total kWh
Period 4:
Period 3:
19,012,428 Period 2:
TOU Contract kWh:Period 1
e
.Power i'Contract"-
~~~~;!:t-.;~_.';-'~~~ ...':.~,~~~
_. ;..-,
'. .....
-:-'City:-:.~\
..' _.". . ~. ..
. ...
::$'tate'-~i.p
REL TD
Delivery Voltage Secondary
Account' ".' - '='
Description' . Address
r' ._ _ _
'TDSP,AccQunt# ,c...:; "'_,._,:..:'~
TDSP
10
"",:.;..
r',
ESI
20
ERCOT
N
N
N
9111
HOUSTON
02
-
~
10428 W MAIN ST La Porte
......:.=......=..
City of La Porte HGAC
016113901732
;o:.~'.;..;"""'''''''''
10089010016113
90173100
ERCOT
N
N
N
9111
HOUSTON
02
77571
10341 W MAIN ST La Porte
TX
City of La Porte HGAC
016113904008
10089010016113
90400100
ERCOT
N
N
N
9111
HOUSTON
02
77571
La Porte
TX
10340 W MAIN ST
City of La Porte HGAC
016114105001
10089010016114
10500100
e
ERCOT
N
N
N
9111
HOUSTON
02
77571
La Porte
TX
10200 W MAIN ST
City of La Porte HGAC
016114306002
10089010016114
30600100
ERCOT
N
N
N
9111
HOUSTON
02
77571
10247 W MAIN ST La Porte
TX
City of La Porte HGAC
01611
10089010016114
40069100
34
of 11
Page
ERCOT
N
N
N
9111
HOUSTON
02
77571
77571
10220 HILLRIDGE La Porte
RD
on 1/15/2002
TX
TX
4400698
City of La Porte HGAC
016117393701
Report Generated for JPARKER
10089010016117
39370100
N N ERCOT 16
N N ERCOT
N N ERCOT 64
N N ERCOT
N N ERCOT 8e
N N ERCOT
N N ERCOT 25
N N ERCOT
N N ERCOT 35
,
N N ERCOT 192 e
N N ERCOT 17
N N' ERCOT 120
- -
Page 20f 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010016117 City of La Porte HGAC 10216 HILLRIDGE La Porte
39380100 RD
016117393804 TX 77571
10089010016117 City of La Porte HGAC 10215 HILLRIDGE La Porte
89495100 RD
016117894951 TX 77571
10089010016117 City of La Porte HGAC 10211 HILLRIDGE La Porte
89500100 RD
016117895002 TX 77571
10089010036120 City of La Porte HGAC 1050 ROBINSON La Porte
91000100 RD
036120910002 TX 77571
10089010036124 City of La Porte HGAC 10502 N P La Porte
27900100 036124279008 TX 77571
10089010036124 City of La Porte HGAC 10105 N L ST La Porte
32010100 036124320101 TX 77571
10089010036124 City of La Porte HGAC 10110 N L ST La Porte
46140100 036124461402 TX 77571
10089010036124 City of La Porte HGAC 10428 N L ST La Porte
48795100 036124487952 TX 77571
10089010096233 City of La Porte HGAC 10229 FAIRMONT La Porte
32750100 PKY1
096233327501 TX 77571
10089010216322 City of La Porte HGAC 105N La Porte
62930100 BROADWAY ST
216322629308 TX 77571
10089010238001 City of La Porte HGAC 10210 N P La Porte
96680100 238001966801 TX 77571
10089010238009 City of La Porte HGAC 10100 N P La Porte
99510100 238009995101 TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N ERCOT
N ERCOT
N ERCOT 67
N ERCOT
N ERCOT --
N ERCOT
N ERCOT
N ERCOT
N ERCOT 288
N ERCOT e
N ERCOT 32
N ' ERCOT
- -
Page 30f 11
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HO.USTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010238029 City of La Porte HGAC 101 N La Porte
85890100 BLACKWELL ST
238029858901 TX 77571
10089010238032 City of La Porte HGAC 10431 W MAIN ST La Porte
62330100 A
238032623301 TX 77571
10089010238032 City of La Porte HGAC 10300 N P La Porte
95450100 238032954501 TX 77571
10089010238035 City of La Porte HGAC 103281/2 W MAIN LA PORTE
36710100 ST
238035367101 TX 77571
10089010238065 City of La Porte HGAC 10216 HILLRIOGE La Porte
55620100 ROA
238065556201 TX 77571
10089010238084 City of La Porte HGAC 10131 W MAIN ST La Porte
61510100 A
238084615101 TX 77571
10089010238103 City of La Porte HGAC 1001 S 4TH La Porte
89300100 238103893001 TX 77571
10089010016113 City of La Porte HGAC 11903 W MAIN ST La Porte
70009100 016113700092 TX 77571
10089010016113 City of La Porte HGAC 125 S 25TH La Porte
70025100 016113700251 TX 77571
10089010016113 City of La Porte HGAC 11850 N 0 ST La Porte
74350100 016113743501 TX 77571
10089010016113 City of La Porte HGAC 10715 W MAIN ST La Porte
88049100 016113880491 TX 77571
10089010036120 City of La Porte HGAC 11033 HOUSTON La Porte
86334100 DR
036120863348 TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT
N N ERCOT
N N ERCOT
N N ERCOT
N N ERCOT e
N N ERCOT
N N ERCOT 12
N N ERCOT
N N ERCOT
N N ERCOT 17 e
N N ERCOT 557
N N ERCOT
- -
Page 4 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010036123 City of La Porte HGAC 11550 N P La Porte
02600100 036123026002 TX 77571
10089010036123 City of La Porte HGAC 10530 N P 1 La Porte
46350100 036123463508 TX 77571
10089010036124 City of La Porte HGAC 10825 N L ST La Porte
74165100 036124741652 TX 77571
10089010036124 City of La Porte HGAC 11850 N L ST La Porte
91300100 036124913002 TX 77571
10089010036124 City of La Porte HGAC 11540 N L ST La Porte
91900100 036124919002 TX 77571
10089010036125 City of La Porte HGAC 11240 N L ST La Porte
06700100 036125067002 TX 77571
10089010036125 City of La Porte HGAC 10822 N L ST La Porte
32050100 036125320501 TX 77571
10089010036125 City of La Porte HGAC 11416 N AVENUE La Porte
62000100 H
036125620002 TX 77571
10089010116304 City of La Porte HGAC 1231 S 8TH La Porte
61740100 116304617408 TX 77571
10089010116304 City of La Porte HGAC 1301 S 4TH A La Porte
62110100 116304621108 TX 77571
10089010116304 City of La Porte HGAC 1301 S 4TH La Porte
62115100 116304621158 TX 77571
10089010206318 City of La Porte HGAC 111 S 4TH RR La Porte
84025100 206318840251 TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT 15
N N ERCOT 48
N N ERCOT 25
N N ERCOT 45
N N ERCOT e
N N ERCOT 54
N N ERCOT
N N ERCOT
N N ERCOT 90
N N ERCOT e
N N ERCOT
N N ERCOT 34
- -
Page 5 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010206318 City of La Porte HGAC 120 S 2ND La Porte
91850100 206318918502 TX 77571
10089010206318 City of La Porte HGAC 128 S 2ND La Porte
91870100 206318918701 TX 77571
10089010238002 City of La Porte HGAC 12201 N C ST La Porte
08950100 238002089501 TX 77571
10089010238022 City of La Porte HGAC 12203 N C ST La Porte
29510100 238022295101 TX 77571
10089010238029 City of La Porte HGAC 12000 N L ST La Porte
46750100 238029467501 TX 77571
10089010238039 City of La Porte HGAC 10530 N P La Porte
57830100 238039578301 TX 77571
10089010238081 City of La Porte HGAC 1300 N La Porte
39360100 BAYSHORE
238081393601 TX 77571
10089010238097 City of La Porte HGAC 111 S 2ND La Porte
77440100 238097774401 TX 77571
10089010238017 City of La Porte HGAC 1131 S 1ST La Porte
89320100 238017893202 TX 77571
10089010016112 City of La Porte HGAC 1309 N 16TH ST La Porte
63500100 016112635001 TX 77571
10089010016113 City of La Porte HGAC 201 1/2 N 16TH La Porte
50996100 ST
016113509961 TX 77571
10089010016113 City of La Porte HGAC 2963 23RD La Porte
64900100 016113649008 TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT 14
N N ERCOT 28
N N ERCOT 30
N N ERCOT
N N ERCOT e
N N ERCOT 128
N N ERCOT 19
N N ERCOT 25
N N ERCOT 68
N N ERCOT 56 e
N N ERCOT
N N ERCOT
- -
Page 6 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02.
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010036124 City of La Porte HGAC 1523 LOMAX La Porte
28200100 SCHOOL RD
036124282002 TX 77571
10089010036124 City of La Porte HGAC 1525 LOMAX La Porte
28265100 SCHOOL RD
036124282652 TX 77571
10089010036125 City of La Porte HGAC 2004 LOMAX La Porte
33800100 SCHOOL RD
036125338001 TX 77571
10089010036126 City of La Porte HGAC 1724 N HIGHWAY La Porte
24200100 146
036126242008 TX 77571
10089010116303 City of La Porte HGAC 2601 S La Porte
40000100 BROADWAY ST
116303400001 TX 7757.1
10089010116303 City of La Porte HGAC 1900 S R ST C La Porte
75370100 116303753701 TX 77571
10089010116304 City of La Porte HGAC 200WP La Porte
62800100 116304628008 TX 77571
10089010206319 City of La Porte HGAC 209 1/2 E G ST La Porte
02585100 206319025851 TX 77571
10089010238001 City of La Porte HGAC 200SRST La Porte
15750100 238001157501 TX 77571
10089010238002 City of La Porte HGAC 201 S R ST La Porte
35950100 238002359501 TX 77571
10089010238004 City of La Porte HGAC 301 La Porte
01110100 FARRINGTON
238004011101 TX 77571
10089010238018 City of La Porte HGAC 1609 LOMAX La Porte
40470100 SCHOOL RD A
238018404701 TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT 297
N N ERCOT
N N ERCOT
N N ERCOT 29
N N ERCOT e
,
N N ERCOT
N N ERCOT 230
N N ERCOT
N N ERCOT 55
N N ERCOT e
N N ERCOT 18
N N ERCOT 92
- -
Page 70f 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010238019 City of La Porte HGAC 1322 S La Porte
42710100 BROADWAY ST
238019427101 TX 77571
10089010238035 City of La Porte HGAC 16251/2 W MAIN La Porte
14640100 ST
238035146401 TX 77571
10089010238036 City of La Porte HGAC 19251/2W MAIN La Porte
98500100 ST
238036985001 TX 77571
10089010238053 City of La Porte HGAC 1302 S La Porte
40470100 BROADWAYST
238053404702 TX 77571
10089010238056 City of La Porte HGAC 201 WHARTON La Porte
07840100 WEEMS BLVD
238056078401 TX 77571
10089010238055 City of La Porte HGAC 301 N 5TH La Porte
21310100 238055213101 TX 77571
10089010016117 City of La Porte HGAC 3540 La Porte
35850100 FARRINGTON
016117358531 TX 77571
10089010016117 City of La Porte HGAC 3550 La Porte
35860100 FARRINGTON
016117358602 TX 77571
10089010096233 City of La Porte HGAC 3822 La Porte
30793100 COTTONWOOD
096233307931 DR TX 77571
10089010106241 City of La Porte HGAC 3700 SUNRISE La Porte
26300100 DR
106241263005 TX 77571
10089010106301 City of La Porte HGAC 3215 BAYOU DR La Porte
44325100 RR
106301443254 TX 77571
10D89010116303 City of La Porte HGAC 3030 La Porte
06901100 HUMPHREVILLE
116303069019 ST TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT
N N ERCOT 10
N N ERCOT 38
N N ERCOT 40
N N ERCOT 101 e
N N ERCOT
N N ERCOT 22
N N ERCOT'
N N ERCOT
N N ERCOT 128
e
N N ERCOT
N N ERCOT
- -
Page 8 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010206319 City of La Porte HGAC 326 SAN La Porte
01815100 JACINTO DR
206319018151 TX 77571
10089010206945 City of La Porte HGAC 3326 SOMERTON La Porte
31475100 DR
206945314754 TX 77571
10089010216322 City of La Porte HGAC 332 N 4TH La Porte
86390100 216322863901 TX 77571
10089010238007. City of La Porte HGAC 322 N 4TH La Porte
67500100 238007675002 TX 77571
10089010238029 City of La Porte HGAC 3540 La Porte
80970100 FARRINGTON B
238029809701 TX 77571
10089010238039 City of La Porte HGAC 3324 SOMERTON La Porte
58060100 DR
238039580601 TX 77571
10089010238040 City of La Porte HGAC 3231 La Porte
69310100 UNDERWOOD
238040693101 RDA TX 77571
10089010238044 City of La Porte HGAC 3406 La Porte
25040100 UNDERWOOD
238044250401 RD TX 77571
10089010238044 City of La Porte HGAC 31221/2 La Porte
27550100 UNDERWOOD
238044275501 RD TX 77571
10089010206945 City of La Porte HGAC 3717 LUELLA La Porte
26800100 BLVD
206945268009 TX 77571
10089010026118 City of La Porte HGAC 3209 La Porte
74030100 UNDERWOOD
026118740301 RD TX 77571
10089010238085 City of La Porte HGAC 701 LITTLE La Porte
58390100 CEDAR BAYOU
238085583901 DRA TX 77571
- -
Report Generated for JPARKER on 1/15/2002
N N ERCOT
N N ERCOT
N N ERCOT
N N ERCOT
N N ERCOT e
N N ERCOT
N N ERCOT 160
N N ERCOT 192
N N ERCOT 173
N N ERCOT
e
N N ERCOT 36
N N ERCOT 144
- -
Page 9 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOU$TON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010026118 City of La Porte HGAC 54051/2 STONE La Porte
77277100 CREEK DR
026118772771 TX 77571
10089010026118 City of La Porte HGAC 9800 N AVENUE La Porte
79580100 H
026118795808 TX 77571
10089010036124 City of La Porte HGAC 9820 N P La Porte
13010100 036124130108 TX 77571
10089010106241 City of La Porte HGAC 3840 OLD La Porte
15900100 HIGHWAY 146
106241159005 TX 77571
10089010116303 City of La Porte HGAC 702 MC CABE RD La Porte
26205100 116303262051 TX 77571
10089010116303 City of La Porte HGAC 775 S R ST La Porte
75950100 116303759501 TX 77571
10089010116303 City of La Porte HGAC 528N La Porte
81650100 BAYSHORE
116303816503 TX 77571
10089010-116304 City of La Porte HGAC 430 W FAIRMONT La Porte
36020100 PKY RR
116304360208 TX 77571
10089010116304 City of La Porte HGAC 604 W FAIRMONT La Porte
48900100 PKY
116304489008 TX 77571
10089010116304 City of La Porte HGAC 604 1/2 W La Porte
48905100 FAIRMONT PKY
116304489058 TX 77571
10089010206319 City of La Porte HGAC 526 SAN La Porte
02285100 JACINTO DR
206319022851 TX 77571
10089010206945 City of La Porte HGAC 8610 SANDRIDGE La Porte
31320100 RD
206945313202 TX 77571
- -
Report Generated for JPARKER on 1/1512002
N N ERCOT
N N ERCOT
N N ERCOT 355
N N ERCOT 13
N N ERCOT e
N N ERCOT
N N ERCOT
N N ERCOT
N N ERCOT 52
N N ERCOT
e
N N ERCOT
N N ERCOT
- -
Page 10 of 11
N
N
N
N
N
N
N
N
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010206945 City of La Porte HGAC 9209 BELFAST La Porte
38598100 RD
206945385982 TX 77571
10089010216322 City of La Porte HGAC 531 N 5TH La Porte
94720100 216322947208 TX 77571
10089010238000 City of La Porte HGAC 600 LITTlE La Porte
97690100 CEDAR BAYOU
238000976901 DR TX 77571
10089010238005 City of La Porte HGAC 617 La Porte
43240100 SHOREACRES
238005432401 BLVD TX 77571
10089010238035 City of La Porte HGAC 9720 1/2 W MAIN La Porte
36750100 ST
238035367502 TX 77571
10089010238038 City of La Porte HGAC 701 1/2 VALLEY La Porte
77050100 BROOK DR
238038770501 TX 77571
10089010238039 City of La Porte HGAC 602 E FAIRMONT La Porte
29540100 PKY
238039295401 TX 77571
10089010238058 City of La Porte HGAC 812 N La Porte
09060100 BAYSHORE A
'238058090601 TX 77571
10089010206319 City of La Porte HGAC 618 SAN La Porte
02385100 JACINTO DR
206319023851 TX 77571
10089010238033 City of La Porte HGAC 386 MYRTLE La Porte
84150100 CREEK DR
238033841501 TX 77571
10089010238033 City of La Porte HGAC 607 MYRTLE La Porte
45650100 CREEK DR
238033456501 TX 77571
10089010016118 City of La Porte HGAC 99971/2 W MAIN La Porte
05290100 ST
016118052902 TX 77571
- -
Report Generated for'JPARKER on 1/15/2002
N N ERCOT 36
N N ERCOT
N N ERCOT
N N ERCOT 20
Contract kW: 4,624 e
e
-
Page 11 of 11
N
N
N
N
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
HOUSTON 9111
02
10089010036124 City of La Porte HGAC 9830 N L ST La Porte
40025100 036124400252 TX 77571
-
10089010036124 City of La Porte HGAC 9830 N L ST A La Porte
40030100 036124400301 TX 77571
10089010238032 City of La Porte HGAC 9901 W MAIN ST La Porte
62310100 A
238032623101 TX 77571
10089010238040 City of La Porte HGAC 9831 W MAIN ST La Porte
69280100 A
238040692801 TX 77571
Totals: # of Service Points: 118
Report Generated for JPARKER on 1/15/2002
Contract Start Date 01/01/02
Contract End Date: 12/31/03
Total Usage
823,419
733,187
660,933 e
735,480
783,356
787,652
918,390
887,126
877,996
779,117
730,482
790,595
819,417 e
733,056
659,315
738,196
774,622
794,103
919,932
877,691
888,895
Page 1 of 2
Usage 4
Account :City of La Porte Plan # : 1-8CGC7
Monthly Contracted Usage in kWh
Period Usage 1 Usage 2 Usage 3
01/01/02 823,419
02/01/02 733,187
03/01/02 660,933
04/01/02 735,480
05/01/02 783,356
06/01/02 787,652
07101/02 918,390
08/01/02 887,126
09/01/02 877,996
10101/02 779,117
11/01/02 730,482
12/01/02 790,595
01/01/03 819,417
02/01/03 733,056
03/01/03 659,315
04/01/03 738,196
05/01/03 774,622
06/01/03 794,103
07101/03 919,932
08/01/03 877,691
09/01/03 888.895
Report Generated for GPENDlEY on 11/17/2001
Contract Start Date: 01/01/02
Contract End Date: 12/31/03
775,305
722,409
801,753
19,012,428 e
e
- -
Page 2 of 2
1-8CGC7
Plan #
Account :City of La Porte
10101/03 775,305
11/01/03 722,409
12/01/03 801,753
# of Periods: 24
Total kWh: 19,012,428
-
Report Generated for GPENDLEY on 11/17/2001
e
e
eTXU
TXU Energy Services
TERMS AND CONDITIONS FOR SUPPLY OF ELECTRICITY
These Terms and Conditions for the Supply of Electricity ("Terms"), together with any Offer for Supply of Electricity
("Offer") and any other attachments, exhibits or appendices (including, as appropriate, one or more Price Sheets) as may be hereafter agreed
to by Buyer (the term Buyer includes its employees and/or agents as appropriate). and Seller (the term Seller includes its assignees and/or as
appropriate its employees, agents and/or subcontractors), shall constitute the "Agreement" for the supply of electricity to the Premise(s) of
Buyer set forth in Exhibit "A" attached hereto: Seller and Buyer may hereinafter be referred to individually as a "Party" and collectively as
the "Parties". "Premise(s)" herein shall mean the designated (in Exhibit "A") property or facilities and associated metered account(s)
identified by an Electric Service Identifier ("ESI"), which is a unique and permanent identifier assigned to each Premise(s). A "Price
Sheet(s)" is a document(s) containing a description of the method for determining charges payable by Buyer to Seller for electricity supplied
pursuant to this Agreement, for specified Premises and shall contain the Offer Price. A condition precedent for the effectiveness of the
Agreement shall be the execution of a separate Offer, and agreement by the Parties on the terms contained in Exhibit "A" and the appropriate
Price Sheet(s).
I. SUBJECT MA ITER AND QUANTITY. Seller shall sell and cause delivery, and Buyer shall purchase and receive at the Point of Delivery,
for use only at the Premise(s), Buyer's non-residential electricity requirements set forth on Exhibit "A" attached hereto. "TDSP" herein shall
mean a transmission and/or distribution provider under the jurisdiction of the Public Utility Commission of Texas ("PUCT") that owns and
maintains a transmission or distribution system for the delivery of energy; including a Municipally owned utility or Rural Electric Cooperative.
"Point of Delivery" herein shall mean the point where TDSP's conductors are connected to Buyer's conductors at or near Buyer's Premises.
II. [This Section has been deleted intentionally.]
Ill. TERM. The "Agreement Term" shall be the time period, as referred to in the Offer, during, which the prices contained in the Price
Sheets are and shall remain in force.
IV. AGREEMENT RENEWALlPRICE RENEGOTIATION. If Buyer and Seller have not agreed to new pricing and terms prior to thirty
calendar days before the expiration of the then current Offer, and Buyer has not arranged for elec::tricity from another supplier prior to the
expiration of such Offer, then, effective upon expiration of the Offer and until Buyer arranges for electricity with another supplier or under a
new Offer with Seller, Seller agrees to sell and deliver and Buyer agrees to purchase and receive electricity under terms and prices of Se"ller's
then current Standard List Price Offer applicable to businesses of same or similar nature as Buyer. "Standard List Price Offer" herein shall
mean the Seller's price charged to customer's purchasing electricity without a valid Offer for the Supply of Electricity. The St~ndard List
Price Offer may change from time to time at ~he discretion of Seller.
V. CALCULA TION AND PA YMENT OF CHARGES. '
5.1 Seller will invoice Buyer for electricity delivered to the Premise(s) during each monthly billing cycle of the Agreement Term, and for any
other amounts due from Buyer to Seller hereunder, in accordance with the applicable Price Sheet, provided, however, in the event Buyer takes
quantities of electricity in any month that are in excess of one hundred twenty percent (120.0%) of the aggregated quantities listed in Exhibit "A",
Seller shall have the option to price such excess quantities at 195.0% of the then current retail market value. If Buyer, (provided such is not the
result of a force majeure event), takes quantities of electricity in a month that are less than eighty percent (80.0%) of the aggregated quantities
,listed in Exhibit "A", in addition to paying for those quantities actually taken in accordance with the applicable Price Sheet, Buyer agrees to pay
Seller the positive amount, if any, calculated as follows: (80.0% ofthe aggregated quantities on Exhibit "A': for the applicable month minus the
aggregated quantities actually used by Buyer during the month, the "Shortfall Quantity") multiplied by (the contracted price from the applicable
Price Sheet minus 95.0% of the then current retail market price for the Shortfall Quantity).5,2 If Buyer has more than one Premise, the monthly
billing cycle inay vary for different Prcmises, and may not coincide with a calendar month. In the event that an interval demand recorder ("lOR")
must be installed at any Premise, ifsuch lOR has not been installed prior to the commencement of the Agreement Term, Seller reserves the right
to calculate prices based upon the appropriate deemed load profile, as obtained by Seller from the PUCT, until such lOR can be installed,
!
l
i
I
i":
5.3 Buyer shall pay the invoiced amount on or before the due date specified in the Offer, and/or notifY Seller within ten business days of the
invoice date if Buyer disputes any part of the invoice together witJt Buyer's reasons for disputing the invoice (however, Buyer's payment of an
invoice and/or failure to dispute an invoice by the due date, in and of itself, shall not constitute a waiver by Buyer of Buyer's right to contest
later the correctness of such invoice), but the undisputed part shall remain due and payable. In the event that Buyer gives notice of such dispute,
the Parties shall, for a period of thirty calendW' days following Seller's receipt of that notice, pursue diligent, good faith efforts to resolve the
dispute. If the Parties are unable to resolve a disputed invoice during that thirty day period, Seller may require, in the event it is subsequently
determined that Buyer should pay Seller all or part of the disputed amount, that Buyer pay interest on su'ch amount, at a rate equal ,to (i) one
H-GAC Energy Purchasing Corporation
Page 1 of 11
e
e
percent (I %) per month or (ii) the highest rate allowed by law, whichever is the lesser, from the date such payment was originally due until the
same is paid. Following resolution of the dispute, any amount found payable (including interest) shall be paid within thirty calendar days. If
Buyer fails to pay any amount due (including any disputed amount withheld which is subsequently found to have been payable), Seller may, at its
option, pursue any or all of the following actions or remedies: (a) a~crue interest on the unpaid portion at a rate equal to that described earlier in
this paragraph, from the date such payment is due until the same is paid, or (b) transfer Buyer to the provider of last resort ("POLR"), POLR shall
be defined as a retail electric provider that has been designated by the PUCT to provide a basic, standard retail service package to requesting or
defaulting customers.
5.4 If Buyer notifies Seller in writing ofajustifiable concern regarding the accuracy of an invoice hereunder, Seller shall make available to Buyer
during normal business hours the records in Seller's possession reasonably necessary for Buyer to verifY the accuracy of its bill. Provided,
however, neither Party may request any adjustment or correction of any statement or payment unless written notice of such request for
adjustment or correction is furnished within twenty-four (24) months of the date of the statement or payment for which such adjustment or
correction is requested. -
5.5 If this Agreement is terminated for any reason (including where Buyer terminates in accordance with Section VII) and Buyer does not
arrange for a new electricity supply agreement with Seller or another supplier, Seller, until Buyer arranges for a new electric supply agreement
with Seller or another supplier, may (in addition to other remedies) charge Buyer for any electricity used at the Premise(s) after the effective date
of the termination, and subject to these Terms, at Seller's then current Standard List Price Offer applicable to businesses of same or similar nature
as Buyer. This sub-clause shall survive termination of this Agreement.
5.6 Payments may be made by check, wire transfer, direct debit or electronic data interchange (on terms reasonably acceptable to both
Panies), and notwithstanding anything to the contrary contained herein, must be received by the receiving Party on or before the dates
specified in Article II of the Offer. The address to which payments are to be made shall be as set forth in the Offer. For Buyer to pay Seller
other than by check, Buyer needs to obtain required information / agreements with Seller. If Buyer fails to pay the invpiced amount to Seller by
the Due Date, and such amount is not disputed as provided in Section 5.3 the undisputed invoiced amount will accrue interest at the rate of 12%
per year, and, in addition, Seller may pursue, but is not required to pursue, available legal remedies for collection of the unpaid invoice and late-
payment interest ch'arges, Including termination of the Agreement in accordance with the procedures set forth in Article VII.
5.7 In the event Buyer ever takes electricity exceeding the Maximum kW for each Premise(s), each time it does so Buyer shall pay the Over
Capacity Charges as stated in the applicable Price Sheet. "Maximum kW" for each Premise is set forth on Exhibit "A", and shall be
recorded at the TDSP Point of Delivery.
5.8 Buyer agrees that it shall abide and be bound by the Agreement through the end of the Agreement Term and shall not, during the Agreement
Term, claim any right to pricing based upon the Price to Beat. "Price to Beat" shall mean a price for electricity, as determined pursuant to the
Public Utility Regulatory Act, Section 39.202, charged by an affiliated retail electric p'rovider to eligible customers.
VI. METERING EQUIPMENT.
6.1 The supply of electricity to Buyer at the TDSP Delivery Point(s) shall be,measured by Metering Equipment. "Metering Equipment"
herein shall mean any and all equipment required for the measurement of demand, energy, reactive demand or reactive energy and the times
during which said demand or energy is consumed. Unless the accuracy of the Metering Equipment is disputed by notice given by either Party
to the other the Metering Equipment'shall be deemed to be accurate. If notice is given (unless otherwise agreed) the Metering Equipment,
shall be examined within a reasonable period by the TDSP in accordance with the applicable Substantive Rules of the PUCT, If such test
finds that the inaccuracy of the registration of kWh or kW at normal loads exceeds that allowed by ANSI standard C.12, suitable adjustment
shall be made in the accounts rendered by Seller, an.d, within a reasonable period following that determination, the Metering Equipment shall
be re-calibrated or replaced by the entity that installs, validates, registers, and maintains the physical meter required on a Premise to measure
customer usage. If such test finds the Metering Equipment to be accurate within the said limits, the Metering Equipment shall be deemed to
be accurate and the cost of moving, testing, and replacing the Metering Equipment shall be paid by the Party who,issued the notice. If it is
discovered that any reading of the Metering Equipment or translation of the readings into charges ~ave been incorrect then the amount of
money due to and from Seller shall be paid forthwith.
6.2 If appropriate meter reading personnel cannot gain access to read the Metering Equipment, or the Metering Equipment fails to register
correctly the amount of electricity supplied, or the readings are not communicated to Seller in time for whatever reason, Seller shall reasonably
estimate the quantity of the electricity consumed and Buyer shall pay the charges for the estimated amounts subject to any adjustments which may
be nece:!sary following the reading. Buyer shall notify Seller of any dispute or query regarding the Metering Equipment made by the TDSP.
Seller is not responsible for damage to the Metering Equipment unless caused by Seller's negligence.
VII. TERMINATION OF AGREEMENT:
7.1 A material breach of this Agreement includes: (a) the failure of either Party to make any payment due to the other Party pursuant to the
terms hereof, provided, however, that notwithstanding the foregoing or anything else to the contrary in this Agreement, Supplier may not
terminate this Agreement for non-payment by Buyer of an undisputed invoiced amount unless the undisputed invoiced amount remains
unpaid for thirty (30) days after the due date; (b) the failure of a Party to comply with any other material term of this Agreement; (c) a Party
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becomes or declares that it is insolvent or bankrupt, or becomes or declares that it is the subject of any proceedings, or is taking any action
whatsoever, relating to its bankruptcy, liquidation or insolvency, or is not generally paying its debts as they become due, (d) a Party fails to
comply with any federal, state or local law, regulation, rule or order that causes a material adverse affect upon this Agreement, either Party or
either Party's performance of its obligations described in this Agreement; (e) if Buyer enters into another electricity supply agreement for any
Premise(s) with another retail energy provider that covers any period during the Agreement Term; or (t) if Buyer, except as provided in
paragraphs 7.2 and 14.3 below, sells, leases, closes or otherwise conveys or assigns any Premise(s) in which the electricity sold hereunder is
utilized. If either Party commits a material breach of this Agreement, the non-breaching Party shall give written notice to the breaching Party
that describes the breach in reasonable detail ("Original Notice"). The non-breaching Party may, in its sole discretion, and without prejudice
to any other right under this Agreement, at hiw, or in equity, terminate this Agreement (i) by providing an additional notice if the breaching
Party does not pay all amounts due and owing set forth in the Original Notice within ten calendar days of the date of the Original Notice, or
(ii) effective immediately in the Original Notice in the event the breach pertains to (c), (e), or (t) in this paragraph above, or (iii) by providing
an additional notice if the breaching Party fails to cure any breach other than one related to (a), (c), (e), or (t) in this paragraph above within
thirty calendar days of the date of the Original Notice.
7.2 (a) In the event Buyer sells, closes, or leases a particular Premise, without selling, closing, or leasing all of the Premises. Buyer
shall have the right to delete that particular Premise and the quantities of electricity attributable to that Premise through the end of the
Agreement Term (the "Liquidated Quantities") from this Agreement without terminating the Agreement (a "Premise Buyout Option"), If
Buyer desires to exercise a Premise Buyout Option with regard to a Premise, Buyer shall notify Seller in writing at least thirty calendar days
prior to the effective date. Upon the exercise of a Premise Buyout Option, in the event a new owner of the applicable Premise (i) is willing to
sign a new contract with Seller upon'the same terms and conditions as Buyer's contract, (ii) is deemed creditworthy by Seller, and (iii) the
new owner and Seller can legally enter into such a contract in accordance with the rules and regulations of the PUCT, then the Premise will be
deleted from this Agreement and neither Party will owe any compensation to the other. In the event that the new owner (i) is unwilling to
sign a contract with Seller upon the same terms and conditions, (ii) is not reasonably deemed creditworthy by Seller, or (iii) the new owner
and Seller cannot legally enter into the contract, then Buyer agrees to pay Seller the positive amount, if any, calculated as follows: the
Liquidated Quantities multiplied by (the price that Buyer would have paid for the Liquidated Quantities through the end of the Agreement
Term according to the applicable Price Sheet, minus 95.0% of the then current retail market price). Buyer shall pay such amount, if any, to
Seller within twenty days of the date of liquidation. Exhibit "A" shall be modi tied to reflect the deletion of such Premise and its Liquidated
Quantities, and all other terms and conditions of this Agreement shall remain in full force and elfect with respect to the remaining Premises.
(b) In the event Buyer reduces its operations at a Premise, Buyer shilll have the right to delete the quantities of electricity
attributable to the reduction in operations at such Premise from the effective pate of the reduction through the end of the Agreement Term (the
"Reduced Operations Liquidated Quantities") from this Agreement without terminating the Agreement. If Buyer desires to exercise such
right with regard to a Premise,. Buyer shall notify Seller in writing at least thirty calendar days prior to the effective date. Upon the exercise of
such right, Buyer agrees to pay Seller the positive amount, ifany, calculated as follo\:ys:.the Reduced Operations Liquidated Quantities multiplied
by (the price that Buyer would have paid for the Reduced Operations Liquidated Quantities through the end of the Agreement Term according
to the applicable Price Sheet, minus 95.0% of the then current retail market price for the liquidated quantities), Buyer shall pay such amount, if,
any, to Seller within twenty days of the date of liquidation. Exhibit "A" shall be moditied to reflect the deletion of the liquidated quantities,
and all other terms and conditions of this Agreement shall remain in full force and effect.
(c) Both Parties will work in good faith during the Agreement Term to reasonably accommodate and assist Buyer with the
management of its electricity needs at the Premises. Since it is not possible to foresee the evolution of the deregulated power industry'in
Texas, various reasonable options for Buyer to achieve this are evolving and under development by Seller. For example, if Buyer desires to
contract for additional electricity, both Parties will work in good faith to mutually agree upon the terms and conditions that are economically
~iable to both Parties. However, notwithstanding the previous language, nothing contained herein shall be construed as to deny or diminish
the economic benefit of this Agreement to either Party, and neither Party shall be under any obligation whatsoever to agree to a moditication
that would have such result.
7.3 (a) In the event that this Agreement is terminated by Seller pursuant to Section 7.I...the Parties agree, that in addition to all amounts
Buyer may owe Seller prior to the termination, Seller's damages shall be the positive amount, if any, calculated as follows: (all remaining
un purchased quantities of electricity reflected on Exhibit "A" through the end of the Agreement Term) multiplied by (the price that Buyer
would have paid for the unpurchased quantities through t~e end of the Agreement Term according to the applicable Price Sheet, minus the
current retail market price for the unpurchased quantities at"the time of termination) plus (all reasonable cosis and expenses incurred by Seller).
Such amount shall be immediately due and payable within thirty calendar days following such termination, The current retail market price in this
instance shall mean the price that Seller would reasonably be able to obtain from a bona-tide third party if entering into a contract with another
customer for the unpurchased quantities, and for the remaining term. after the Early Termination Date through the end of the Agreement Term,
Seller shall have a duty to use commercially reasonable e,fforts to mitigate its damages.
(b) In the event that this Agreement is terminated by Buyer pursuant to Section 7. I...the Parties agree, that in addition to all amounts
Seller may owe Buyer prior to the termination, Buyer's damages shall be the positive amount, if any, calculated as follows: (all remaining
unpurchased quantities of electricity reflected on Exhibit "A" through the end of the Agreement Term) multiplied by (the current retail market
price for the unpurchased quantities at Ihe time of termination, minus the price that Buyer would have paid for the unpurchased quantities
through the end of the Agreement Term according to the applicable Price Sheet) plus (all reasonable costs and expenses incl!rred by Buyer).
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Such amount shall be immediately due and payable within thirty calendar days following such termination. The current retail market price in this
instance shall mean the price Buyer would have to pay if entering into a contract with another Retail Electric Provider (UREP") for the same
quantities, and for the remaining term after the Early Termination Date through the end of the Agreement Term. The price offered by the
POLR, or any REP's Standard List Price Offer, shall not be used to calculate Buyer's damages, Buyer shall have a duty to use commercially
reasonable efforts to mitigate its damages.
7.4 Buyer may terminate this Agreement, on a prospective basis, in the event of non-appropriation of funding for this Agreement by Buyer's
Governing Body. Buyer agrees, to the full extent allowed by Texas law,. that if any funds are appropriated for electricity costs, such funds
shall be applied first to the cost of electricity provided pursuant to this Agreement. Buyer agrees to notify the REP in writing of such non-
appropriation at the earliest practicable time subsequent to the failure to appropriate, and as of Buyer's termination date, Seller shall have no
further duty to supply Electricity to Buyer and shall move service for the Accounts to the POLR as established by the PUCT on the date of
termination for non-appropriation.
VIII . FORCE MAJEURE. If either Party is unable to perform its obligations in whole or in part due to an event of force majeure as
defined herein, then the obligations of the affected Party shall be su~pended to the extent made necessary by such event. The term "force
majeure" means any cause not within the control of the Party claiming relief, including, but not limited to, Acts of God, including magnetic
disturbances but not including extremes of temperature alone; arrests, orders, directives, restraints and requirements of the government and
governmental agencies, either federal or state (excluding Buyer), civil or military; civil disorder; strikes 'or labor disputes; failure, repair or
change of or obstruction in electric power lines, equipment or machinery; the failure of the TOSP to receive, transport, or deliver, or
otherwise perform, unless due to the failure of the Party claiming force majeure to perform such Party's obligations hereunder; an event of
force majeure of Seller's supplier(s) or with Buyer's electrical equipment at Buyer's Premises; or any other cause which by the exercise of
reasonable 'diligence such Party could not have prevented or is unable to overcome. Any such event of force majeure shall, so far as possible,
be remedied with all reasonable dispatch. It is understood and agreed that the settlement of strikes or lockouts will be entirely within the
discretion of the Party having the difficulty, and that the above requirement of the use of diligence in restoring normal operating conditions
will not require the settlement of strikes or lockouts by acceding to the terms of the opposing party when such course is inadvisable in the
discretion of the Party having the difficulty. Neither financial distress nor the inability of either Party to make a profit or avoid a financial
loss shall be deemed a force majeure event, nor shall (i) changes in the market prices of fuel, energy, or electricity, or (ii) a Party's financial
inability to perform its obligations under this Agreement, constitute an event of Force Majeure hereunder.
IX. WARRANTIES AND LIMITATIONS OF LIABILITIES.'
9.1 Seller hereby warrants to Buyer that at the time of delivery of electricity hereunder it will have good title and/or the right to sell such
electricity, and that such electricity will be free and clear of all liens and adverse claims. Title will pass to Buyer at the TOSP Point of
Delivery. EXCEPT AS PROVIDED FOR IN THE FIRST SENTENCE OF THIS PARAGRAPH, SELLER EXPRESSLY DISCLAIMS
AND MAKES NO WARRANTIES, WHETHER WRJTIEN OR VERBAL, WHETHER EXPRESS, IMPLIED, OR STATUTORY,.
'INCLUDING, WITHOUT LIMITATION, ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
9.2 Unless otherwise expressly provided herein, any liability under this Agreement will be limited to direct actual damages as the sole and
exclusive remedy, and all other remedies or damages at law -or in equity are waived. Neither Party will be liable for consequential,
incidental, punitive, exemplary or indirect damages, including lost profits or other business' interruption damages, whether in tort or contract,
under any indemnity provisions or otherwise in connection with this Agreement. The limitations imposed on remedies and damage
measurement will be without regard to cause. including negligence of any Party, whether sole, joint, concurrent, active or passive; provided
no such limitation shall apply to damages resulting from the willful misconduct or gross negligence ofany Party.
X. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when
deposited in the United States mail (first class, registered or certified), postage prepaid, when deposited with an overnight delivery service,
prepaid to the applicable Buyer's address shown in the attached ExhibitUA", and Seller's address as shown in the Offer, or to such address as
either Party may from time to time designate as the address, or in the case of hand delivery, when delivered to a representative of either Party
by a representative of the other Party; provided, however, except for payments of amounts due hereunder, either Party may provide such items
hereunder by electronic mail or facsimile to the other Party at the applicable telephone number shown on the current Offer, and further
provided, the original copy of such item shall be,sent to the other Party within three business days thereafter.
XI. APPLICABLE LAW AND REGULATIONS.
11.1 This Agreement is subject to all applicable laws, regulations, rules and orders.
11.2 In the event ajudicial decision, order, new law or regulation, or a change in any law or regulation, requires a change in the method by
which prices are calculated under this Agreement, or materially and 'directly affects a Party's ability to perform its obligations hereunder, then
the Party that is negatively affected shall have the right to notify the other Party, within thirty calendar days after becoming aware of such
detrimental change. 'The Parties shall attempt to negotiate a modification to the terms of this Agreement so as to mitigate the impact of the
event. If, after twenty calendar days beyond the date of notice, the Parties have been unable to nego'tiate !l mutually satisfactory modification
'to the terms of this Agreement, either Party shall have the right to terminate this Agreement upon ten calendar days prior written notice to the
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other Party. If such right to terminate is not exercised within forty-five calendar days after the date of the original notice hereunder, then the
right to terminate this Agreement shall be waived with respect to the particular event.
11.3 Seller agrees to maintain all necessary certifications and comply with all necessary PUCT and/or ERCOT requirements in order to
perform its obligations under this Agreement.
11.4 Notwithstanding anything contained 'in this Agreement, Buyer shall not attempt to utilize, under the provisions of this Section XI or
Section VIII, or in any other manner, its inherent powers as a political subdivision of the State of Texas in order to circumvent in any way the
terms and provisions of this Agreement or the intent of this Agreement.
XII. FAILURE OR TEMPORARY DISCONTINUANCE OF SUPPLY.
12.1 The supply of electricity may be disconnected in the event of Force Majeure in respect of this Agreement; or if at TDSP's discretion it is
necessary to ,do so for any of the following reasons: (a) to avoid danger; or because failure to disconnect the supply of electricity would or
might involve TDSP being in breach of applicable regulations or laws; or to avoid interference with the supply of electricity to another person
which TDSP reasonably believes may be caused or result from Buyer's equipment or device used at the Premise(s); or to enable TDSP or
TDSP's representatives to inspect, maintain or repair any part of the equipment or the Distribution System; or in case of ac<;ident or other
emergency affecting or likely to affect the Distribution System or any other system through which (directly or indirectly) Seller or TDSP
receives or supplies electricity; or (b) because Buyer's electric connections or systems are de~med by TDSP to present a hazard. .
12.2 In the event that the supply of electricity to Buyer's Premises is interrupted due to the material breach by Seller Qf its contractual
obligations under this Agreement and not due ~o (i) a force majeure event, (ii) as provided in paragraph 12.1 above. or (iii) the failure of
Buyer to comply with its obligations under this Agreement, then, in the event Buyer is required to purchase replacement electricity from a
third party during such interruption, Seller shall be liable for the positive amount, if any, calculated as follows: the quantities so interrupted by
Seller multiplied by [the then current retail market price (or the POLR price if Buyer was unable to purchase electricity from another retail
electricity provider) minus the contracted price from the applicable Price Sheet].'
XllI. RESPONSIBILITY.
13.1 Buver ResDonsibilitv, Buyer assumes full responsibility for electric energy furnished to Buyer at and on Buyer's side of the Point of
Delivery, and agrees, to the full extent allowed by law, to hold harmless Seller, its parent company and all of its affiliates, and all of their
respective officers, directors, shareholders, associates, employees, servants, and agents (hereinafter collectively referred to as "Seller
Group"). from and against all claims, losses, expenses, damages, demands, judgments, causes of action. and suits of any kind (hereinafter
collectively referred to "Claims"), including Claims for personal injury, death, or damages to property occurring on Buyer's side of the Point
of Delivery and upon the Premise(s), arising out of or related to the electric power and energy and/Qr Buyer's performance under the
Agreement.
13.2 Seller ResDonsibilitv. Buyer acknowledges and understands that (i) Seller never obtains physical possession or control of the electricity,
(ii) .seller does not own nor have control of the electric transmission wires and equipment, and that they are owned and/or controlled by the
TDSP, (iii) all meter reading, and repair ~ervices will be provided by employees or agents of the TDSP, (iv) all responsibilities and liabilities
of the TDSP are set forth in the tariffregulatioils as approved by the PUCT, and (v) the employees and agents of the TDSP are not employees
or agents of Seller. Seller shall not have any obligation whatsoever to indemnify, defend, nor hold harmless Buyer, its parent company and all
of its affiliates, and all of their respective officers, directors, shareholders. associates, employees, servants. and agents (hereinafter collectively
referred to as "Buyer Group"). against any Claims, on either side of the Point of Delivery, arising out of or in any way related to the
electricity and/or the deiivery thereof, including, without limitation, the actions of the TDSP and its employees and agents, except in the
event, and only in the event, that such Claims are the direct result of the sole negligence and/or intentionally wrongful act of an employee, or
agent under the exclusive control, of Seller.
XIV. MISCELLANEOUS.
14.1 TDSPs. Buyer and Seller agree to all terms and conditions (adopted pLV"suant to statutes, regulations or other lawful authority) of the
TDSPs that provide electricity delivery services to the Premise(s) or other Buyer facilities, which may from time to time be amended, are
made part of this Agreement.
14.2 Choice of Law: Venue. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES WHICH OTHERWISE
MIGHT BE APPLICABLE.
14.3 Assienment. In the event that Buyer conveys legal title to all of the Premises to the same entity, Buyer may request from Seller the right
to assign its rights and obligations under the Agreement to the new owner of the Premises, and in such event, Seller shall not unreasonably
withhold its consent Any purported assignment without Seller's prior written consent shall be null and void. Buyer shall not have any right
whatsoever to assign this Agreement to any party that is not the owner of all of the Premises"and any purported assignment shall be n~ll and
void. Seller may assign this Agreement to another party, with the prior written consent of Buyer, which consent shall not be unreasonably
withheld. Any purported assignment without Buyer's prior written consent shall be null and void. This Agreement shall inure to and be
binding upon the Parties hereto, and their respective successors and assigns. . .
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14.4 Entirety of Agreement. It is the intention of the Parties that the Agreement shall contain all terms, conditions, and protections in any'
way related to, or arising out of, the sale and purchase of the electricity, and supersedes all prior agreements, whether written or oral. It is also
the intention of the Parties to agree to terms of service different than those that would otherwise apply under the Substantive Rules of the
Public Utility Commission of Texas "Customer Protection Rules for Retail Electric Service", Sections 25.47l - 25.485, and 25.491 - 25.492.
The Parties expressly acknowledge that certain terms, conditions, and protections addressed in such sections 25.472 . 25.485, and 25.491 _
25.492 may not be provided for or referred to in this Agreement, and, in such event, it is the intent of the Parties that such terms, conditions,
and protections are not applicable to the Parties. Neither Party may assert any claim that any term, condition, andlor protection contained in
Sections 25.472 - 25.485 and 25.491 - 25.492 of the Rules is inconsistent with any term, condition, and/or protection contained in the
Agreement and, therefore, applies to the Parties. This Agreement may not be moditil?d or amended except in writing, duly executed by the
Parties hereto. Buyer warrants that the information supplied by it pursuant to this Agreement is true and shall remain so throughout the term
ofthe Agreement unless varied by agreement.
14.5 Waiver of Rights. A waiver by either Party of any breach of this Agreement, or the failure of either Party to enforce any of the terms
and provisions of this Agreement, will not in any way affect, limit or waive that Party's right to enfo'rce and compel strict compliance with the
same or other terms or provisions of this Agreement.
14.6 Third Party Riehts. Nothing in this Agreemeilt shall create, or be construed as creating, any express or implied rights in any person or
entity other than the Parties.
14.7 Survival. No termination or cancellation of this Agreement will relieve either Party of any obligations under this Agreement that by
their nature survive such termination or cancellation, including, but not limited to, all warranties and obligations of indemnity,
14.8 Further Assurances. Buyer and Seller agree to provide such information, execute and deliver any instruments and documents and to
take such ot,her actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this'
Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, in order to give full
effect to this Agreement and to carry out the intent of this Agreement.
14.9 Distribution System. Distribution System herein shall mean any system for the distribution ofelect.ricity through which the electricity to
be provided by Seller to Buyer is provided or passed to the Premise(s). Seller's obligations under this Agreement are subject to the maximum
capacity and any other design feature of Buyer's Premise or Connection. Buyer shall contact Seller in accordance wi,th all applicable legal .
requirements, and otherwise reasonably in advance, if Buyer proposes to make any significant change to Buyer's connection, electric lines or
electrical equipment, install or operate generating equipment or do anything else that could affect the Distribution System or require
alterations to Buyer's Connection. I;:ach of the Parties undertakes to comply with Buyer's TDSP's Tariff for.Distribution Service.
14.10 Deliverv of Electric it v, Seller does not guarantee against irregularities or interruptions, it being understood that occasional irregularities
and interruptions by the TDSP may occur. Buyer is responsible for installing and maintaining protective devices as recommended or required
by the then current edition of the National Electric Code and other such devices as are necessary, to protect equipment or process during
irregular or interrupted service including, but not limited to voltage and wave form irregularities.
14.11 Confidentialitv. Seller acknowledges that Buyer is a governmental body that is subject to public information laws, including Chapter
552 of the Texas Government Code, which requires Buyer to release any information that is defined as or deemed to be public (the "Public
Information Statutes"). Subject to any Public Information Statute or related order, rule or regulation requiring disclosure, Seller and Buyer
agree to keep all terms and provisions of this Agreement contidential and not to disclose the terms of the same to any third parties; provided,
however, each Party shall have the right to make such disclosures, ifany, to governmental agencies and to its own agents, attorneys, auditors,
'accountants and shareholders as may be reasonably necessary. If disclosure is sought through process of a court, or a state or federal
regulatory agency, the Party from whom the disclosure is sought shall resist disclosure through all reasonable means and shall immediately
notify the other Party to allow it the opportunity to participate in such proceedings.
14.12 Resale of Seller's Electric Service. Buyer may not use supply of electricity provided by Seller except for the purpose specified in the
Price Sheet under which Buyer receives supply of electricity. Buyer may not resell or otherwise dispose of supply of electricity unless as
provided by statute or as specifically provided for in the Price Sheet.
14.13 Authorization. At such time as executed Offer. and Price Sheet(s) are attached hereto, Buyer authorizes Seller to become Buyer's new
retail electric provider in place of Buyer's current retail electric provider for the duration of the Agreement Term set forth in the Offer. Buyer
authorizes Seller to act as Buyer's agent to effect the change, and Buyer directs its current retail electric provider to work with Seller to make
this change happen. Buyer represents to Seller that Buyer is legally authorized to change the retail electric provider for all of the Premises.
14.14 Severability. If any portion of this Agreement, or application thereof to any person or circumstance, shall be held legally invalid, the
remainder shall not be affected and shall be valid and enforced to the fullest extent permitted by law or equity.
14.15 Aggregator Fees, Seller shall bill and collect from Buyer for HGAC Energy Purchasing Corporation ("HGAC") Aggregation Fees with
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respect to the purchase of Electricity under these Terms and Conditions ("Aggregation Fees"). Seller shall remit all Aggregation Fee
collections received during each calendar month to HGAC on or before the twentieth (20Ih) Business Day of the following calendar month.
Payments received from Buyer shall be deemed to be payments of Seller and TDSP charges then due, then of the Aggregation Fee.
14.16 Al!l!rel!ator Review. Buyer understands and acknowledges that any deviations from the standard Terms and Conditions for Supply of
Electricity negotiated by HGAC on behalf of Buyer shall be subject to the prior review and consent of the HGAC. .
14.17 Buyer is a Member of the HGAC Energy Purchasing Corporation. Seller is basing the indicative price on the attached price sheet upon
assumptions as to the aggregated load and associated load factor of all Members of the Corporation. A condition precedent to the
effectiveness of this Agreement is satisfaction of certain load and load factor criteria as agreed to between Seller and the HGAC 'Energy
Purchasing Corporation. In the event that such criteria, as established in Section I.b of the Agreement between H-GAC Energy Purchasing
Corporation and TXU Energy Services, are not satisfied, then Seller shall not sign this Agreement and it shall be null and void ab initio.
14.18 Buyer shall notifY seller of any ESIs that have any significant load shifting capabilities so Seller may offer multipart pricing for that
Premise.
The Parties have signed this Terms and Conditions for Supply of Electricity document, acknowledging their
agreement to its provisions as of , 200_.
TXU ENERGY SERVICES COMPANY
By:
By:
Name:
Name:
Title:
Date:
Title:
Date:
"Buyer"
"Seller"
H-GAC Energy Purchasing Corporation
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Exhibit A
List of Member Buyers' Accounts
H-GAC Energy Purchasing Corporation
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Exhibit, B
Pricing Sheet
TXU Energy Services
Price Sheet
Terms and Conditions for Supply of Electricity #
This Price Sheet is only valid in association with and shall remain subject to the Terms and Conditions for Supply of Electricity
("Terms") and Offer for Supply of Electricity referenced above and is contingent upon Customer's acceptance of the Offer
prior to the Offer Expiration Date. This Price Sheet is applicable to the Customer ESI number(s) identified on Exhibit A of the
Terms.
Monthly Prices shall equal the sum'of(i) the Monthly Standing Charge set forth below; plus (ii) the applicable per kWh charges
. ,set forth below for the electricity; plus (iii) all costs and expenses of any nature whatsoever that are charged by the
Transmission and Distribution Service Provider ("TDSP") for the transmission and/or distribution of the electricity, as well as
any other charges of the TDSP that are attributable to the Customer Account numbers, including, without limitation, charges for
reactive power; plus (iv) all other tariffs, rates, riders, fees, and charges, charged by the TDSP or another party, that are
maQdated, levied, assessed, allowed, or approved by the Texas Public. Utility Co~iss~on and all other governmental or
regulatory authorities, on or with respect to the acquisition, sale, delivery, and purchase. of the electricity; plus (v) all federal,
state, and local taxes, of any nature whatsoever, imposed by all governmental and regulatory authorities, on or with respect to
the acquisition, sale, delivery, and purchase of the electricity, including Seller's Texas Gross Receipts Tax on the sale of
electricity to Buyer; phis (vi) the Over Capacity Charge set forth below, if applicable; plus (vii) an aggregation fee of $0.00045
per kWh actually consumed by Buyer collected by Seller on behalf of and paid to HGAC Energy Purchasing Corporation.
Charge Amount
Monthly Standing Charge $ 2~ per service point
All kWh $0. per kWh
$0. per kWh for delivery, excluding
TDSP Delivery Charges. reactive power, based upon current estimate.;
Monthly price will be based upon actual charges.
Tariffs, rates, riders, fees, and charges other than To be determined, varies by service point
those included in TDSP delivery charges above
All applicable taxes To be determined, varies by jurisdiction
Over Capacity Charge $ -0- per kW
Buyer: shall notify seller of any ESIs that have any significant load shifting capabilities so Seller may offer multipart
pricing -for that Premise. '
The costs and expenses charged by the TDSP for delivery services may fluctuate during the Agreement Term, as will other
applicable taxes, tariffs, riders, fees, and charges. '
* For referenc~ purposes only. This is the current estimate of the average TDSP standard delivery costs,
excluding charges for reactive power, special metering, or other miscellaneous TDSP charges.
H-GAC Energy Purchasing Corporation
Page 9 of 11
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Exhibit C
OFFER FOR THE SUPPLY OF ELECTRICITY
ContractIPlan #:
BUYER: SELLER: TXU Energy Services Company
1601 Bryan Street, th Floor
Dallas, Texas 75201
Phone: Phone: (214) 875-1000
Fax: Fax: (214) 875-1001
L The Primary Term for each Premise, identified in Exhibit A. shall
CONTRACT TERM commence upon the date of the first reading of the meter(s) on each
respective Premise by the TDSP after . or as soon thereafter as
practicable, and shall end for each Premise upon the date of the first reading
of the respective Premise meter(s) by the TDSP after .
IL Net 30 days.
PAYMENT TERMS
IlL No initial deposit required.
DEPOSIT AMOUNT -
IV,
BILL PRESENTMENT METHOD
V,
PAYMENT METHOD
VL Toll free number (800)725-7920 for 24 hour emergency outage and
STANDARD SER VICES customer service, available 7 a.m. to 7 p.m. on normal business days;
Assigned customer service representative, billing analyst, and assigned
orofessional account manae:er.
VIL Not Applicable
CUSTOM SERVICES
VIIL Not Applicable
SPECIAL PROVISIONS
IX $~perkWh
A VERAGE COST PER KWH*
X TERMS AND CONDITIONS THIS OFFER FOR THE SUPPLY OF ELECTRICITY INCLUDES
THE TERMS AND CONDITIONS FOR THE SUPPLY OF
ELECTRICITY, WHICH SHALL BE SEPARAT.ELY EXECUTED BY
BUYER AND SELLER AND WILL BE, PART OF THIS CONTRACT.
BY SIGNING BELOW, BOTH PARTIES HEREBY ACKNOWLEDGE ACCEPTANCE OF THIS
OFFER FOT THE SUPPLY OF ELECTRICITY.
Buyer Signature: Seller Signature:
Name (Please:: print): Name (Please print):
Kevin Bohn
Position: Position:
Vice President
Date: Date:
... Estimated. Actual cost will vary with actual delivery charges from your transmission and distribution provider and actual
consumption patterns. This cost does not include applicable taxes.
H-GAC Energy Purchasing Corporation
Page 10 of 11
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Exhibit D
FORM LETTER - AUTHORIZATION FOR RELEASE OF ELECTRIC UTILITY DATA
TO BE SIGNED BY MEMBER BUYER ON ITS LETTER HEAD
[Date]
TXU Energy Services Company
1601 Bryan Street
Dallas, Texas 75201
Re: Account Data for Accounts listed in Attachment
[Attach relevant portion of Exhibit A for description of Accounts]
This letter is to serve as authorization to release to , or H-GAC Energy Purchasing
Corporation all information relative to our account(s) listed in the attachm~nt, including but not limited to
service, 1mid history, load profiles, rates, payment history, billing data and billing determinants. This
request for release is valid for one (2) years from the date of this letter with re~pect to and five
(5) years from the date of this letter with respect to H-GAC.
Very truly yours,
[Member Buyer Representative Signature]
[Title of Member Buyer's Representative]
H-GAC Energy Purchasing Corporation
Page 11 of 11
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Herrera, Bob
From:
,ent:
fo:
Subject:
Susan Kelley [kelleys@ci.la-porte.tx.us]
Tuesday, October 16, 2001 8:15 AM
Mr. Herrera (E-mail)
FW: H-GAC Energy Purchasing Corporation Resolution II and backup
~
~
~
~.
Corp info package Supply Agreement Resolution I.doc Resolution II.doc
TXU 10-10-01... TXU executabl...
Here is the information you requested.
Susan
Subject: H-GAC Energy Purchasing Corporation Resolution II and backup
H-GAC Energy Purchasing, Corporation
October 12" 2001
We are pleased to announce that we have signed a contract with TXU Energy
Services as the Retail Electric Provider to the Member Buyers of the H-GAC
Energy Purchasing Corporation. Please read the attached information sheet,
along with the attached Supply Agreement. Also attached are Resolution I,
to become a member of the COrporation, and Resolution II, which commits you
to purchase electricity. These Resolutions must be passed by November 7,
2001, in order to participate.
here will be a General Participant Meeting at H-GAC offices on Tuesday,
October 23, 2001, at 9:00 a.m. in Room A on the Second Floor. Please be
prepared to discuss any questions you may have concerning the information
included in this packet. Our contractor, TXU Energy Services, will be
present to answer questions as well.
<<Information Sheet>> <<Supply Agreement .doc>> <<Resolution I.doc>>
<<Re~olution II.doc>>
If you have questions about these items or the purchasing process, please
call Deidre Vick at 713.993.4540 or Bob Wooten at 713.993.4539.
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