HomeMy WebLinkAboutContract 28300 (2)�!�� � � � �������
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ELECTRIC STREET L,IGHT AGREEMENT BETWEEN
DENTON COUNTY ELECTRiC CODPERATIVE, ING.,
DIBIA COSERV ELECTRIC
AND THE CITY OF FORT WORTH, TEXAS
This Agreement is made efFective fhis ��'� day of.'�rt=��2aaa �tr,�
"EfFectiv� Date") by and �etween Denton County lectric Coo�erati�e, 1nc., dlbla
CoSery Efectric {hereinafter called "DCEC"), a Texas corporation, with its
principal place of business at 77Q1 South 5temmons, Corint�, Texas 7621 Q, and
the Cify of Fott Worth (hereinai#er calfed "City"}, wEfh its principal place of
�business at T OQO Throc€�morton, Fort Worth, Texas 78102,
WHEREAS, DCEC and City are parti�s to discussions that resulted in
agreements in principle concerning City-awned sir��t light faciliti�s being
connected to DCEC efectrical distribution systems, and for the installat�on,
ownership, operation and maintenance af street lights i�y DCEC within the City of
For# Worth; and
WHEREAS, discussions contemplated that both parties shall enter into a
definiti�e agreement that allows the City tf�e right and privilege #o cannect its own
street ]igh�ing conductors to DCEC s electric system and allows DCEC the right
and privilege to install, awn, operate and maintain ifs own streef lights ►n�ithin the
Ci�y of Fo�t Worth, and
WHEREAS, DCEC and the City desire to enter into this agreement in
order to facilitate fihe ligh#ing of Ci�y's pubfic streets and right-af-w�y; and
WHEREAS, DCEC and #he City acknvwledge and agree that DCEG's
TarifF for Electr.ic Service, as amended firom time to time and approved by
DCEC's baard o� directors (hereinafter calfed the `"Tariff'), is� h�reby made a part
of this Agreement and is on fi�e and available at DCECs offices � in Corinth,
T�xas. �
NOW, THEREFORE, in consideratian of the mutual cover�ants, terms, and
canditions herein confiained, #he parties hereto do �ereby mutually covenant and
agree as �ollows;
Rights Granted.
A. DCEC shail permit, pursuanf to ihe terms af tf�is Agreement and the Tariff,
fh� connection of City-owned and maintaineci streei ligh�ing �onduc�ors to
lJGEC's o�erh�ad secondary electric lines. Said secondary electric iines
are defined as 600 volts or less.
B. DGEC shai] permit, pursuant #o the terms of this Agreement an� fhe Tariff,
the connectian of City-owne� and maintained streei lighting conductars �o
i(,�;
DCECs underground pedesfals, hand holes, and pad-mounted
transformers.
C. City hereby grants #o DCEC the right and privilege to ins#all, owr�, aperate
and maintain public street lighting facilities within the city limits of the City
of Fort Worth (hereinafter called "DCEC Street Lights").
D. DCEC he�+eby grants Gity the right to approve or disa�prove in writing,
prior to instalfatio� by DCEC, the �oca#ion, fype of [amp (high pressure
sodium, mercury vapar, or metal hal9dej, the wattage, #he quantity and
s#yle of fixtures installed by DCEC for DCEC 5treet Lights.
E. DCEC wilf abtain written approval from Ciiy prior to the instaflation of ar�y
DCEC Sireet Lights by DCEC pe� the request of fhe City andlor per the
request of a develop�r. DGEC shalE not install �CEC Street Lights wifhout
prior Ci�y written approvaL DCEC will submit to City engineering drawings
and/or specification sheets indicating the location and type of s#reet
lighting poles, arms, fijctures, wattage, and lamps to be used for City
written appro�al.
II. Operations Procedures.
A. City will pravide DCEC 48 hours advance notice of any City street light
ready fnr initial connection to any DCEC facilities or lines. DCEC shall
make all connections within 7 calendar days aft�r having been so notified
t�at streefligf�ts are ready for connection. City shall pay DCEC the
charges for sueh service by DCEC according to the Tariff.
B. Initial connection or re-connection to er�ergize the City streef light
conductor will be performed by DCEC.
C. City will pro�ide DCEC reasonable advance notice should City perform
maintenance work on City street lighf equipment ar facilities.
D. Cify will reques# DCEC to assist in worK that may require DCEC expertise,
knowledge, or experience, provided that DCEC shall not be required to
incur ar�d cost or expense, a�d shall have no o�ligation to perForm any
work pursuant to such req�est.
E. City is not author�zed #o pe�form, and shall not pertorm, any work on or in,
or gain any access to or malce any connections to, any DCEGowned
equi�ment, lines or facilities, such as transformers, pedestals, hand holes
and cabir�ets.
❑ENTON COUNTY EL€C7RIC CQQPERATiVE, INC.
5"fREET LIGH7 AGF2��MENT
Page 2 of 13
F. City wil! provide DCEC in writing � list of the locations, number of lights,
wattage of iights, ar�d type of lamps prior to City's commer�cement of
construction.
G. DCEC will own, opera�e and maintaRr� all streetlFghts installed by DCEC.
DCEC and City agree that DCEC w�ll install conduit and foundations for
up to 38 streetlights in the Harriett Cree�c Ranch residential development
and City vi►iE] instal! the remaining poriians af t[�e atreetligh�ing facilif�es,
and Ciiy w�ll own, operate and maintain such streetl�ghts.
H. City wifl vwn, operate and maintain afl streetlights install�d by City,
III. Electric Rates and Tariffs
DCEC will bil� City in accordance with rates from time to time in ��Fect
pursuant to the Tariff. As of th� �ate of the executian of this �gr�ement,
the rates are as follows:
A. DCEC owr�ed and main#ained street lights:
Light charge per wattage per month
100 watt
150 wa�#
175 watt
200 watt
25D watt
400 wait
$ 8.80
$ 8.80
$ 8.80
$1 Q.8�
$1 � .50
$15.45
B. City owned and maintai�ed street lights; r�on-me#ered:
Light charge per wattage per monfh
100 watt
150 watt
� 75 watt
20Q watt
400 watt
� 3.95
$ 5.10
$ 5.7D
$ 6.2a
$ � Q.8v
AENTON COUNTY ELECTRIC COOPERA7IVE, ING,
S7REET LIGHT AGREEMENT
Page 3 oF 13
C. City owned and maintained street lights; metered:
Cusfamer Charge
Energy Charge
$ 15.00 per met�r
$Q.05778 per Kwh.
IV. Indemnification:
A. For streetlights installed by the City, in so far as permitted by iaw, City
hereby agrees to indemnify, and hold harmfess DCEC, its members,
directors, office�s, affiliates, employees, partners, . representatives,
agents, contractors, successors and assigns (col�ectively, "DCEC
Indemnitees"), from any and all cEaims, ac�ions, or causes of ac�ivn to the
extent any claimed loss or damage arises out of City`s negligence,
negligent performance, or nonperformance of work, whether any such
e{aims, actions, or eauses of actian are all�ged to �e the results of any
act or omission af any DCEC Indemnitee, regardless of the fact that the
work may have been campleted andlor accepted by DCEC and
regardfess of the fact any DCEC Ir�demnifee may have assisted with the
work,
B. Nothing contai�ted herein shal! require City ta assess, levy, or collec� a
tax to fund this in�emnification provision.
C. Far Public Street l.ights installed by DCEC as contemplated by this
Agreement, DCEC shall indemnify, defend and hvld harmiess City from
any and aA claims, ac�ions, ar causes of actior� to the extent any claimed
4oss ar damage arises aut of DCEC's neg[igence, negl'agent pertormance,
or no�performanc� of work.
�/. Force Majeura:
I�either DCEC nor City shall be [iable for situafions due to force majeure.
"Force Majeureu shall mean caused beyond the reasonable control of the party
claiming force majeure, including, but not limited to, any failure of faci[i#ies or
ability to supply service caused by fires, floods, lightir�g, storms, unus�ally sever
weather conditians or ather acts of God, acts of any government or governrnental
autharity, �cts ofi public enemy, acts of other pa�ties, including vendors or
contractors and their respecti�e employ��s or agents, strikes, embargaes, or any
other condition beyond #he control of either DCEC ar City. ln the s�ent of any
such contingency, the parties shall be gi�en a reasonable period of fime in which
to comp[et� th� performanc� of their obligations.
DENTON CQUNTY ELECTRIC COOPEFtPSIVE, ING.
STREE7 L1GHT AGREEIaENT
Paga 4 of '13
Vf. Inspection o� wor4�
DC�C may maintain inspectors at the job site, and ta further assure compfiance
with �he pSans and speci�icaiions and maintain quality of construction, may, after
reasonable notice to City, from time to time request operatianal tests by, or on
behalf of City on fhe work or a portion of portiar�s thereof selected by DC'�C.
NotwitF�sianding DC�C's rights ur�der , this Section VI, DCEC shall ha�e no
responsibility or liability for, and City shall be responsible and liable for, the
method or manner� by whicn the wark is to be performed. City F�as sole authority,
responsibility, and control over the method and mann�r in which the work of City
is ta be performed. DCEC shafl ha�e fhe right to notify City of any non-
compliance, and shall ha�re the right� to deny connection ta, or to disconnect
existing service within a reasonab�e iime after such �ritten notifieation ta Ciiy
from, DCEC facilities and service unti! t1�e items of non-com�iiance are corrected
to DCEC reasonable satisfaction.
V�I. Defects �n Work:
City s�all correct at its expense all defects and deficiencies in the work wi�ici�
resuft �rom labor or material furnished by City, workmanship, or failure to follow
the pfans, drawings standards or other specifications made a part of this
agreement. Acceptance of the wor�C by DCEC shall not cansii�ute a waiver of any
such defects or deficiencies. DCEC shalf notify City in wri#ing of any d�fects an�
deficiencies and if City has faiis to remedy or make arrangemer�ts satisfactory to
DCEC to r�medy such defeets witF�in 5 business days �rom receipt of notice,
DCEC may, but shall have no obligation ta, correct such deficiencies and City
shall pay DCEC the reasonable cost of making such corrections. In the
alternative, DCEC may deny connection to, or disconnect existing s�rvice within
a reasonable time after such written notification to City from, DCEC facilities and
S�NIGE until the items of non-comp[iance are corrected ta DCEC reasonable
satis�Faction.
VII1. Duty of Safe Performance:
City shall at all times take all reasonable precautions to protect all persons and
property, including propert� of DCEC from injury arising out of the perfo�mance o#
City's wark, City shall make such inspections, safety checics, and tests, and shall
pravide sucF� equipment, personnel, and supervision as is neeessar�r to insure
the s�fe performance t�e work.
IX. Senrice Pipes and Undergrvund Structures:
City, at its awn expense, shall locate or requesfi locatior� of any pipes, conduits,
or ofh�r underground structures or conductors which are in the way of th�
construciivn, whether or not any work plans omit to show or p+�rport to show their
DENFON COLlNTY ELEC7RIC COOPERATIV�, lAfC.
StREET LIGHT AG#2EEMENT
Page 5 of 13
loca�ions. City sl�al! repair all s�ch praperty damaged in the caurs� of the work in
a manner satisfactory to DCEC.
X. Notification of fnjury ar Damage
City shail pramptly notify DCEC of any irtjury, death, Ivss, or damage to persons,
animals, or property which is in any way re�ated to the work performed under this
agreement, even fhough such occurrence was not caused or con�ributed ta by
DCEC or the contractor's employees and agen�s.
XI. Damage.of DCEC' s �acilifies
Should City damage or cause to be damaged any DCEC facilities during �he
course of City's work, City shall be responsible for and hereby agrees to
compensate DCEC �or the reasonable cost(s) incurred by DCEG �n making such
repairs.
XII. Laws and regulation
Ci�y shall comply with a�l federal, state, and municipal laws, ordinanc�s,
regulatians, nafional electric safety code, and any DCEC �equireme�� that are
part of DCEC's operating certifiicate. �
XII1. S#andards of Work
A. Cifiy sha[I furnish and be responsible for all supervision, labor, tools,
equipment, power, transporEa#ion, material, and supplies required to Aerform
the work, except thase items that will be furn.ished by DCEC,
B. City shall s�bmit to DCEC documentation showing the specifica�ians of its
materials that will be connected to DCEC' s electric system. DCEC reserv�s
the right to change or revise or upgrade any material it finds #o be
substandard.
C. All City streetlight.con�uctors connected #o DCEC system shall be fusecf and
ampere rating fuse curve characteristics shall be subject to approval by
DCEC.
�ENTON COUNTY ELECTRIC COOPERATIVE, INC.
STREET LIGHT AGR��MENT
Page 6 of 13
XlV. Terms
A. The initial term of this agreement shall be far ten {10} years from the effec#ive
date hereof or one �undred twenty (120) days aft�r DCEC enters into the •
deregulated market, which ever occurs first.
B. After expiration of the initiaf term, this agreement shall automatically renew
each year there after for a� additional one {1 } year term, unless either party
provides the other writt�n notice not to renew the agreement af l�ast nine#y
{90) days prior to end of tF�e initial term or one-hundred twenty {120) days
prior to the end of a renewed term.
XV. Warranty and Limitations
Except as expressly provid�d herein, DCEC make no warranty, ex�ressed or
implied, including any warranty of inerchantability or fitness for a partic�lar
purpose with res�ecf to any DCEC facilities. in no e�ent shall DCEC be liable to
City or its agents or any third parky for any indirec�, special, or consequentia�
changes, including wit�out fimitatio�, those in loss of revenue, profits or business
opportuni#y.
XVI. Maintenance and Repair
A. City shail be responsible f6r all maintenance and repair of ihe City owned
street ligt�t facilities. -
B. DCEC shall be respor�sifale for all mainter�ance ar�c{ re�air of DGEC awned
street li�ht facilities.
XVI1. Ownershi�
A. City owned stree# lighting facili#ies shall af all times remain the properky of
City. DCEC shaEl not r�present to any third party that �ny party other than City
is the owr�er af �he streetlights appurtenances.
B. The DCEC electric system shall a# all time remaEn the proper�y of �CEC. Cify
shaH not �-epresent to ar�y third party that any party other thar� DCEC is the
owner ofi �he DGEC �lectric system.
C. The DCEC owned street li�ht facilities shal! at afl time remain the property af
DCEC. City shall not re�resent to any third party that any pa�ty other than
DCEC is the owner of the DCEC owned street ligh# facilities.
DENTONf COUNTY ELECTRIC COdPERATlVE, INC.
STREET LIGHTAGREEMENT
Page 7 of 13
XVlil. Default:
�Jeither party shall be in default under this agreement or in breach of any
provisions hereof uniess and unti[ such par�y has been g�r�en written notice of
suct� default by the other party and shali have failed to cut-e such defauit within
si�y (6d) days after receipt of such notice. Arty defa�lt sha[I be cured within thirty
(�D} days after receip� of notice. Where a default other than for payme�t can not
reasonably b� cured w�ithir� thirty (3Q) days, if the defauEfin� party sF�all proceed
promptly to cure the same and prasecute such cure with due diligence, the time
for curin� such default shali be e�ctended for such period as may be reasona�le
necessary ta comple�e such cure. Upon the failure to cure any such default wifh�n
the above periods, the party gi�ing notice of the defaulfi may thereupon terminate
this agreement. Upon default by eith�r party, �he non-defaulting �ar�y shall have
the right to pursu� any or a11 remedies a�ailable at �aw andlor equity, except
neither par�y shaN be I�able to the other party or i�s agents flr any third party for
any i�direct, special, or consequential changes, including wiEhout limitatian, #hose
in loss of revenue, prafits� or business opportunity. Shaul� Ci�y fail to pay for
eiectric service, DCEC has the right to disconnect electric service to Ci�y's
sfireetlights as outlined in the Tariff.
X1X. Yermination
A. ln the event that CiTY (i) is more tF�an thirty days past due in paying any
DCEC invoice pursuant to its terms or (ii) files or it�i�iates proceedings or has
proceedings fi{ed or initiated agai�st it, see�cing liquidatian, reorganization or
other relief (such as the appoiniment af a trustee, rec�i�er, iiquidator,
custodian or such other official) under any bankruptcy, insol�ency ar other
simitar �aw, than DCEC shall Y�av� the right to terminate t�is agreement upon
thirty (30) days written notice to City.
B. Upon the expiratio� or termination of this Agreement, Gity shafl, at its sol�
cost and expense, remov� the City equipment and any other of its personal
property from DCECs premises. City shali repair any and ail damage to
DCEC premises caused by the remo�al of City equipment. Any City
equipment not removed within 60 days after t�e expiration or termination of
this Agreement .shall, at the option of DCEC, be. deemed to be property of
DCEC.In any event, DCEC may remove the equipment and repair any
damage to DCEC premis�s, all at City expense. In rto event shall DCEC be
liabi� for any ownership, o�eration or maintenance of any such items unless
DCEC expressly asserts ownership thereaf in writing.
XX. Miscel�aneous
A. Notices, aEl notices, re�uest, demands, appiica�ions, services af process, and
other communications ihafi are �equired ta be or may be given under �f�is
OENTON COUlVTY ELECTRIC GOOFERATNE, INC.
STREET LIGH7 AGREEMENT
Page 8 oi 13
agreement shall be in writing and shall be d�emed to have been duly given if
sent by telecopy or facsimile transmission, defive�ed by caurier or mai[ed,
certified firs# CI�55 mail, postage prepaid, refurn receipt requesfed, to the
parties hereto at the follawing addresses
To City: Director Of Transportation And Public Works
1 DOQ Throckmorton
Fort Worth, Texas 76102
Telephone: 817- 871- 780Q
Facsimile: 89 7- 871- $092
To DCEC: Denton County El�ctric Cooperative, Inc.
7701 Sauth Stemmons
Corinth, Texas 7G210
Attn: Michael Laurer
Tel epho n e: 94p-270-664fi
Facsimile: � 940�270-664fi
or such o�her address as any �arty sha11 have furnish�d to the other by notice
given in accordance with this section. 5uch notices shal� be efFecti�e, (i) if
delivered in person ar by courier, upon actual receipt by the intended
recipienf, or {ii} if sent by teiecopy or facsimile fransm�ssian, upon
confrmation of receipt {iii) if mailed, �pon the earlier of thr�e days after
deposit in the mail and the date af delivery as shown by the return receipt
t�ereof.
B. Assignment. Neither party shall assign or transfer its rights or obligations
associated with this agreement, in whole or in par�, without the other party's
prior written cons�nt, which shafl not iae unreaso�ably withneEd or delayed.
C. Waivers. No co�enant, term, or condition, ar the breach thereof, shail be
cfeemed waived, exc�p# by written consenk of the party against whom the
wai�er is claimed. Any r�vaiver of the breach of any co�enant, term, or
condition shall not be deemed ta be a waiver of any preceding or succeeding
breach nf the same or any other co�enani, ferm, or condi#ion. Acceptance of
arty pert'ormance after tl�e time t�e same shafl have became due shal� not
constitut� a waiver by the accepting party of the breach or default of any
covenani, �erm, or cor�difion, unless otherwise expressly agreed fo by the
accepting party.
D. Attorney's Fees. In the evenf a suit is brought or an attorney is retained by
any party to the agreem�nt to entorce the terms of this agreement or to
colEecf any money as du� herein or to collect any .money damages for the
breach hereof, the prevailing party shall be entitEed to recover, in addition to
any other remedy, reasonable attorneys fees, court cost, cosf ofi investigaiion
and other related expenses incurred in connectEon therewith
b�N70N COUNTY EI.ECTRIC COOPERATIVE, INC.
STREET LIGHTAGREEMEN7
Page 9 of i 3
E. Heading and Attachments. Th� section and other headings conta�ned in this
agreement are for reference purposes only and w�ll not affect fhe meaning or
interpretation of the agreement. Reference to exhibits shall refer ta exhibits
attached to this agreement, which shafl be incorporafed in and constitute a
part of the agreement by such reference. �
F. Entire Agreement: Amendments. This agre�men# embodies the erttire
agreem�nt between the parties nereto with res�ect to the subject mat�er
hereof and supersedes all prior representations, agreements and
understar�dings, oraf or wri#ten, with respect therefo. This agreement rnay not
be�modified orally, but only by an agreement in writing signed by each party.
G. Severability. Any term or pro�ision of this agreement that is inva[id or
unenforceable shall be ineffective to the extent of such invalidity o�
un�nforceability without rendering invalid or unenforceable fh� remaining
, terms and provisions of this agr'eement.
H. G�overning Law and Venue. The vafidity, performance, and enfarcemeni of
this agreement shall be governed by and construed in accordance w�fih the
laws of the Stafe of Texas without giving effect fo the �rinciples of canflicts of
law of sucfi� Sta�e. Venue shalf li� exclusively �n Tarran� County, Texas.
I. Caurtterparts. Tf�is agreement may be execu#ed in any number of
eoun#erparts, eaeh of which shall be consiciered an original, and all of which
�ogether shall be deemed to be one and the same instrumen#.
J. The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules af construction to the effect
that any ambiguities are #o be resolved against the drafting party shall not be
employed in t�e interpretation of this Agreement or exhibits F�ereto.
�ENT�N C011NTY ELECTRIG CQOPERATIVE, INC.
STREET LIGHT AGREEMENT
Page 10 af 13
XXI. Execution:
IN W�TNESS WHEREOF, the parties her�to ha�e duly execut�d this agreeme�t
as of the date �irst above written
Denton Caunty E[ec#ric Coopera#ive, Inc.
dlbla COSERV ELECTRIC
By:
Name: C�r�:s l�. T'rivrtt
Title: L�s+ior '�i�c� �r��ide�i - ���ri'�y Se�r���s
�-^�d � ] �� �
Contract Authoriza#ion
���ai���
Date
D�NTON COIJNTY ELECTRIC COQP�RATIVE, WC,
STREET L1CsHT AGREEMENT
Page 11 of 13
City of Fo�# Warth
M�r�
Assi
nt City Manager
Attest: �
,.,F��r .. . _.
Glo� �earson
City Secretary
Approved as to Form and
Lega�ity:
� Assistant City Attorr�ey
���� ,
, C�
:m �
A� �
No�ary Ac6tnowledqemenfi
THE STATE OF TEXAS
COUNTY OF TARRANT §
Before me, the und�rsigr�ed authority, on this day personally appeared Marc Ott,
known to me to be the person whas� name is subscribe� to the foregoing
instrument, and acknowledged to me that he executed the same on behalf of the
City of Fort Warth for pur�ases a�d consideration thereirt expressed.
GIVEN UN�ER MY HAND AND SEAL QF OFFICE THIS %�� day of
����rv�..�. 20D2.
t� �wp'� ROSEL�A BARNES� ���-�� ���-�
�2� �O' NOiAHYPUBLIC
9����F st�ce or-rex�,s Notary Public in and for the
�,����comm. �XP, 0�-�1-2�p� -� State of Texas
., . . � m ,, o - ., : �-., -,. �. -. ,
My Commission Expires D.�-�3 I�' ��r
DfNTON COUNTY ELECTRIC COOAEf2ATEVE, INC,
57REET LIGHT AGREEh/ENT
Page 12 of 13 •
�
THE STATE OF TEXAS
COUNTY OF DENTON
R�o�ary Ac�nowledqemen�r
�
�
Befare me. the dersigned autF�ority, on this day personally
appeared �� I � - f� _ . � - � -
of Denton County E�cfric Cooperative, Inc., dlbla Cosery Ele�ric, knowt� �o me
to be fhe persor� whose name is subscribed to the foregoing instrumen#, and
acknow�edgec� fo me that he executed the same an behalf of ❑enton County
Electric Cooperative, Inc., dlbla Cosery Eleetric, for purposes and considerafion
therein expr�ssed.
�IVEN UNDER MY HAND AND SEAL OF OFFICE THIS '� d��f
.. � � 2ao�. � �
i 1 I
� . �.�L� " _'.
Notatp�blic in and for�-�e
State of Texas
My Commission Expires 1�i� ���.<<
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DENTON CDUNTY EI.ECTRfC COO?ERATiVE, INC.
STRE�T LIGHT AGREEMENT
Pdge 13 of 13
BILL OF SALE
STATE OF TEXAS
COUNTY OF DENTON
.
KNOW ALL MEN BY.THESE PRESENTS:
THAT for and in consideration ofihe sum ofTEN AND NOIiaO DOLLARS ($10,00}, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknawlec�ged
and confessed, DENTON COi1NTY ELEC'TRTC COOPERA�°TIVE, INC., dJbla COSERV
ELECTRIC (hereinafter referred �o as "Assignor"), with i.ts principal place af busines5 at 7701 S.
Stemmons, Corinth, Texas 76210, has GRAN�`ED, BARGAiNED, SOLD, ASSIGNED,
TRANSFERR.ED, and CONVEYED to THE CYTY OF FORT WORTH (hereinafter referred to as
"Assignee"}, with its principal place o�business at 1000 Throckmorton, Foirt Worth, Texas 76102,
and bythese pxesez�ts does GRANT, BARGAIN, SELL, ASSIGN, TRANSFER and CONVEY unto
the said Assignee, its successors and assigns, all o�Assignar's right, tiile, and interest to and in thos�
certain conduit and street light foundations more part:iculaz-iy shown on Exhibit "A'° attached hereto
and made a part hereof for all purposes and described in Exk�.ibit `B" attached hereto azid made a part
hereof for all purpose� (such conduit and foundations hereinafter collectively referred ta as the
"1'roperty"}, together with all v�rananties, guarantees, or other assurances, rela�ing to the performance
or quality of the Property, or af any materia.ls used in or comprising any part of the Property, wlvch
Assignor prevzously obtained from any third parky axi.d currently owns, to �he exfent any such it�ms
exist and are t�ansferable.
TO HAVE AND TO HOLD unto the said Assignee, its successors and assigns �orever, and
�ssignor agrees to warrant and defend tl�e title to the Property against every. person whomsoever
lawfully ciaiming the Property or a�n.y part of it, by,�though and under Assignor, but not otherwise.
This BiII of Sale is made and accepted expressly subject io t�e followin� reservations,
terms, covenants, conditioris, and limi�ations set forth bclow, to-wit:
1. Bills Paid. Assignor wa�rr'ant� that the Property is fre� and clear of all Iiens, secu�-ity
ageements, encwmbrances, claims, demands, and charges of evexy kind whatsoever created by,
through and uz�dez- Assignor (collectively, "Assignor Encumbrances").
2. NO OTHER WARRAli�T�ES. ASSIGNEE, BY TTS EXECUTION OF TA�S
BILL OF SALE, ACKNOWLEDGES, AGREES AND WARRANTS THAT IT HAS
INSPEGTED THE PROPERTY AND ACCEPTS THE PROPERTY AS DESIGiYED AND
CONSTRUCTED IN ITS "AS IS," "WHERE IS," "WITH ALL FAULTS" CONDITION.
ASSIGNEE HEREBY FURTHER ACCEPTS THE PROPERTY, AND ASSIGN4R HEREBY
CONVEYS THE PROPERTY, WITHOLIT ANY REPRESENTAT�ON OR WARRANTY OF
ANY KTND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT L�11�TATION, THE WARRANTY OF MERCHANTASIL�TY
,ANDIOR THE WARRANTY OF FITNESS FOR A PARTICULAR OR SPECIAL PURPQSE
OR USE; EXCEPT ONLY THE LIMTTED WARRANTY OF TITLE AS EXPRESSLY
PROVIDED IN THE SECOND PARAGRAPH OF THIS BILL OF SALE, AND THE
LINIITED WARRANTY REGARDING THE ASS�GNOR ENCUMBRANCES AS
EXPRESSLY PROVIDED IN THE NUMBERED PARAGR.APH 1 OF TffiS BILL OF SALE.
EACH AND EVERY REPRESENTATION AND WARRANTY EXCLUDED FROM THE
TRANSACTION COVERED BY THIS BILL OF SALE YS HEREBY EXPRESSLY
WAIVED, DIS�HARGED AND RELEASED BY ASSIGNEE, AND DISCLAIMED BY
A55IGNOR.
3. Service A�reern�nt and �tra�t Li�htin� A�reeman�.
3.1 Assignor has advised Assignee that Assignor has installed the Property in accardance
with ihat certain Electr�c Service Agreement (the "Service AgreemenY') daied to be eifective as af
March 6, 2002, between Assignar and Centex Homes ("Developer"}. Atiached hereto as Exhibit B,
and �ade a part hereof far all purposes, is a trae an� complete copy of Sectian 6.2 of the Service
Agreern.ent {"�ection b.2").
3.2 Assignor and Assignee agree that: (i) the conduit and street light foundaiions
described in subsectian 6.2.1 of Section 6,2 is the Property, (ii) the t�rm "Tariff' us�d in Section b.2
has the same meaning as the terna "Taziff ' as used in that certain Electric St�'eet Lighting Agr�emen�
(the "Street Light Agreement") dated to be effective March 6, 2002, between Assignor and Assignee;
(iii} the ierm "CO�ERV" as used in Section 6.2 means Assignor for p�arposes of thi� Bill of Sale; (rv}
the term "Developer" as used in �eciion b.2 rneans Daveloper for pu�.poses of this Bill of Safe; and
(v) the term "City" as used in Sectian 6.2 means City for purposes o#'this Bill of Sale.
3.3 Assignor and Assignee agree ta be bound by the terms, provisions and conditions of
Section 6.2 with respeci to all matters conceming the Property. Accarclingly, without limitation, the
Property is and sha11 be treated in all respects as City-owned and main�ained facilities under tha
Street Light Agreement.
4. Miscellaneous.
a. The paragraph headings used in f�his Bill of Sale ar� inserted for convenience
on�y and sha.11 not be regarded in construulg this Bill of SaJ.e.
b. Should any of �he provisions of ihis Bzll of Sale be finally determined invalid
far any reason, the parties agree tha� the remaining valid portions t�iereo�shall continue in fu11 farce
and �ffect and, iinecessary, be axnended and modified to the extent necessary so that this Bill of Sale
sha11 be validly enforc�able and carry out the intentions of the parties, to the fiillest extent l�gally
permissible, as evidenced by the original terms hereof. �
c. Neither this BiII of Sa1e nar any provisions hereof may ever be amended,
changed, modified, waived, discharged or terminat�d excep� by an agreement, in writing, duly
executed by the parties hereto, except as necessary as provided in paragraph 4(b) above.
d. THE PARTIES HERETO AGREE AND CONFIRM THAT THIS BTL,L OF
SALE AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED,
ENFORCED AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
GNING EFFECT TO ANY CHOICE OF LAW PROVZ�IONS OR RULES {WHETHER OF THE.
STATE OF TEXAS OR ANY OTHER JURISDICTIOI� 'I�iAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY OTHER 7URISD�CTION OTHERTHAN THE STATE
OF T�XAS.
e. This Bill of Sale, includiz�g the exhibits hereto, constiitutes the entire
agreement and undersfanding between the parties hereio with respecf to the subj ect matter hereof and
shall supersede and replace any and all prior a�eements, understandings and representations, oral or
written, between �he �arties with regard to f1�e subject matter hereof.
£ This Bill of Sale was prepared by hoth parties hereto and not by either party ta
the exclusxon of the other party. No provisifln of this Bill af Sale shall be construed against or
interpreted to ihe disadvantage of eit�er party by any court ar other governxnental o� judicial
authority by reason of either party having ar being deemed to have prepared, structured, ar dictated
such provisian.
g. The terrns, covenants and canditions hereof shali be binding upon and shall
inure to the benefit of Assignor and �,.ssignee, their respective successors and assigns, and sha11
attach to an.d run with the Prop�;rty and witb. each transfer or assignment thereaf.
{RemaindeY of Page Intentioncaliy Left Blank�
IN VV�TNESS WHEREOF, tkis Bill o� Sale is executed on the day of ,
2402.
ASS�GNOR:
DENTON COUNTY ELECTRIC COOPERATIVE, INC.,
dl�la COSERV ELECTRIC
By: � _ .
Name: �:rt�� . �� iv��:��'��
Title: ��=�ior V�c� 1�r�s�c#�;r�t - ��er�y �"�iwir,�s
ASSIGNEE:
THE CYTY OF F R WO '�
By: �/� -
arc Ott
ssistant City Manager
Attest:
� . � � _.
�. �
Wtilori� �earson
Clty �SeCxetary
Approved as to Form and Legality: .
� � �'
Assistant Ci y Al�orney
THE STATE OF TEXAS
COUNTY OF TARRANT
Before me, the undersigned authority, on this day personally appeared Marc Ott, known to me to
be the person whose na3ne is subscribed to the foregoing instrument, and acknowledged ta me
tkr.at he executed the same on hehalf oi th� City of Fo�rt Worth for pufposes and consideration
therein expressed.
GNEN UNDER MY HAND AND SEAL OF OFFICE THIS �� �`" day of�J��'�2002.
� ��.. ��� ROSE��A BAR�VES
�MAU
�orA�r �u���c I���P�. � �.�-�'
������ 5tate of Texas Notary Public in and for the
'� �,�"� Comm. Exp. Q3-31-20(?fi
"' "= State of Texas
... ..���w ..� .-a,� .�., �„. ..
My Comrnission Expizes � �%��6�
STATE OF TEXAS §
§
COUNTY �F DENTON §
BEFORE ME, _ the undersigned autharity, on � this day personally
4 .'► y.� �,' , \' � '? . � �� s -� .' af Denton
Cnuuty Elec�ric Cooperative, Inc., dlb/a� CoSery Elec#ric, a'T�xas coope�tive corporation,
known to me to be the person and offic�r whase name is subscribed to the foregoing instrument and
acknawledged to me that helshe executed the same f�r tk�e purposes and consideratxon �.b,erein
expressed, in the capacity stated, and as the act and deed of said corporation.
Give� under my hand and seal of o-ffice, on �hi�$ the � d of��S �`•:•-", , 2�02.
``,�1UVIIllkllllJ�� - ' r ` "`� .
`�,`� , ��M� i���� �+ u_.
`�. �,O �.P��,,�� '•,,�� Not ublic in and fo�the S�ate of Texas _
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My Com�mission Expires: I� ��Z '�r �
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I
EXHTBIT B
SECTI.OI�i 6.2
6.2 5treet Lighting:
6.2.1 COSERV ag�'ees to furnish and install conduit and street light founc�ations for up to 3 8 street
Iights at locations wi�hin the Site designated by the City of Fort Worth (the "City") �at the sole cost
of the Developer�. Such canduit and founc�ations w�iil be owned, operated and maintained by the
City, and COSERV sha11 have no responsibility or liabz�ity therefar or for the cost thereaf. Aza.y
parking lot lighting facilii�es within the Site shall be the responsibility fli the Developer, and
COSERV shall have no responsibility or li��ility therefor ar far the cost thereof.
6.2,2 Street Iight poles and £'ixtures, wiring, and all ather stxeet lighting facilrtzes and equiprnent
will b� furnished and installed by the Ci#y or ihe City's designee,. and COSERV s�.ali have no
responsibility or Iiability therefor or for the cost thereof.
6.2.3 The City or the City's designee vvill own, operate, maintain and repair all street Iightin�
facilities, and COSERV shall have no responsibility or liabiliiy therefor or for the cost fhereof.
C�SERV will connect electric �ervice to the street lighting facilities subject to compliance by the
City witi� COSERV's specifications, terms and conditions for cus�omer owned lighiing insta�lations.
6.2.4 The rnonthly charge foar street lighting service will be accarding to the applicable rate
schedule for lighting service in the Tariff. Payment of the monthly charge for s�teet lighting service
wi1� be the responsibility of ihe City of the City's designee.
�'ity of �o�t T�o�t�iF T'exas
l�I���r a�� �o�n�i� ���.���ic�.ti�r�
bA7� REFERENC� NUMB�R � LOG NAME
12J17102 **�W����1
2aDENT�N
PAG�
� ofi 1
51JBJECT AGREEMENT WITH DENTON COUNTY ELECTRIC CO�PERATIVE, lNC. DIBIA
C�SERV ELECTRIC TO CONNECT CITY OF FORT WORTH STREET LIGHTS TO
THE COSERV ELECTRIC DISTRIBUTION SYSTEM
RECOMMENDATION:
It is recommended thai the City Councjl:
1. Authorize the City Managar to �xecute an agreemenf with Denton County Efectric Cooperati�e, Inc,
�Ibla CoSery Elecfric (DCEC) to provide electric service to street lights at various locations in par�s
of north Fort Worth for a period of � 0 years from the eff�cti�e date, or 120 days after DCEC enters
into the deregulated market, whichever occurs fiirst; and
2. Autl�orize an automatic yearly renewal, following the initiaf 10-year period, unless ei#her party
provides the other with written notice not to renew the agreement at leasf 90 day� prior to the end af
the initial term, or �20 days prior to the end of a renewed term.
DISCUSSION:
DCEC is the electrical suppEier for parts of north Fart Wortf� and has submitted an agreement to pr�ovide
the City with electrical distribution service for sfireet lights. llnder this agre�ment, DCEC agrees to
furnish electrical distribution service for City-owned an� maintaine� street IigY�ts fior a period af 10 years,
with an opfion to renew for additional 1-year terms.
The City has the option to install and maintain the street lighting and pay anly for electrical service in
accordance with DCECs electric rates and tariffs, or request DCEC to install and maintain the street
Eighting in accordance with their electric rates and tariffs. The City will approve or disapprove the
�ocatian and type of lights installed by DGEC prior to installation. The efectric rates and tarifif are
subject to change.
The proj�ct is locat�d in COUNCIL DISTRICT 2.
FISCAL INF'ORMATIONICERTIFfCATION:
TY�e Financ� Direetor certifies that funds are availa�le, as appropriated, in the General Fund.
MO:k
Submitted for City Manager's
Oft'ice by:
Marc Ott
Originating Department Head:
Robert Gooda
Additianal Information Contact:
George Behmanesh
FUND
(to)
8476
780i (fr�m)
7914
ACCOUNT I CE�iTER I AMOUNT CITY SECRETARY
APPROVED 12/17/02