HomeMy WebLinkAbout05-12-1986 Regular Meeting744
STATE OF ALABAMA X
COUNTY OF BALDWIN
The City Council, City of Fairhope, met in regular
session at 5:30 pm, Fairhope Municipal Complex Council
Chamber, 161 North Section Street, Fairhope, Alabama 36532,
on Monday. 12 May 1986.
Present were Mayor James P. Nix; Councilmembers Roy C.
White, David E. Bishop, Michael A. Ford, and Barney L.
Shull; City Attorney James Reid and City Clerk Evelyn Phillips.
Councilwoman Trisha Lo Porto arrived as indicated below
in the minutes. No one was absent.
There being a quorum present, Mayor Nix called the meet-
ing to order. Minutes of the 28 April 1986 regular session
were duly approved.
Council reviewed a request from Hubert C. Dunbar,
president of the Styx River Volunteer Fire Department. They
would like to purchase, for fifty dollars ($50.00), the
1946 Ford pumper we have been leasing to them for a nominal
annual fee since 1980. After some discussion, Councilman
White moved to have the pumper returned to us, to be offered
for public sale. Seconded by Councilman Bishop, motion
passed unanimously.
An application was considered for a Beer and a Wine
Off -Premises License by Sam Whitt, dba UNCLE SAM'S SUPER STOP,
(formerly EZ Pic), at 859 Fairhope Avenue. No one present
was opposed to the licenses. There was police approval.
Councilman Shull moved for approval. Seconded by Councilman
White, motion passed unanimously.
Also considered was an application for a Beer and a
Wine On -Premises License by Michael E. Rochford, dba YOUR
MOTHER AT CHURCH STREET COURT, (formerly Edward's), at
14 South Church Street. No one present was opposed to the
licenses. There was police approval. Councilman Ford
moved for approval. Seconded by Councilman Bishop, motion
passed unanimously.
Mayor Nix presented a proposed Amended and Restated
Power Sales Contract between the City and Alabama Municipal
Electric Authority. It is recommended to all member Cities
that the Contract be amended by rewording Sections 6(b) and
10(a) to make certain that payments due by any member City
are payable solely from current fiscal year revenues; and
by eliminating Section 4(c) to avoid any implication that
one member might be responsible for paying for distribution
projects provided for another member. After consideration
and discussion, Councilman Bishop introduced the following
resolution:
(Councilwoman Lo Porto arrives 5:38)
12 May 1986
74S
RESOLUTION NO. 186-86
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAIRHOPE
AS FOLLOWS:
1. A copy of the Amended and Restated Power Sales Contract
between the City and Alabama Municipal Electric Authority
considered by the members of the City Council of the City
is hereby ordered inserted in the minutes of the meeting
at which this Resolution is adopted at the end thereof.
2. The City Council does hereby find and determine that it
is in the best interest of the City to enter into the Con-
tract with the Authority.
3. The City Council does hereby adopt and approve the Con-
tract, with those changes and additions thereto and dele-
tions therefrom as the Mayor of the City shall approve,
which approval shall be conclusively evidenced by his sign-
ing the same as hereinafter provided.
4. The Mayor is hereby authorized and directed to sign the
Contract in the name and on behalf of the City, and the City
Clerk is hereby authorized and directed to affix thereto the
official seal of the City and to attest the same. The Mayor
is hereby authorized and directed to acknowledge execution
of the Contract in the form prescribed therein and to deliver
the Contract to the Authority.
S. The officers of the City and each of them are hereby autho-
rized and directed to take all action necessary or desirable
to carry out the provisions of this Resolution and the Contract.
6. The provisions of this Resolution shall take effect immed-
iately upon its adoption.
ADOPTED by the City Council of the City of Fairhope,
Alabama, on this 12 y of May, 1986.
r
f
ty
Councilman Shull moved that all rules and regulations which,
unless suspended, would prevent the immediate consideration
and adoption of the foregoing resolution be suspended and
that unanimous consent to the immediate consideration of
the resolution be given. Seconded by Councilman Ford, motion
carried unanimously by the following vote: AYE -Shull, Ford,
Lo Porto, Bishop, White, Nix. NAY -none. The Mayor declared
the motion carried. After the resolution had been considered
and discussed, Councilman Bishop moved that the resolution
be adopted as written. Seconded by Councilman Ford, motion
passed unanimously by the following vote: AYE -Shull, Ford,
Lo Porto, Bishop, White, Nix. NAY -none. The Mayor declared
the resolution adopted.
12 May 1986 746
Council discussed the Electric Department Materials
Handler Truck Body bid held over from the previous regular
session on April 28th. There were two bids to be considered:
Altec Industries of'Birmingham bid $52,231.00 and Duncan
Equipment Company of Birmingham bid $55,336.00. Electric
Superintendent Aaron Norris reported to Council that he
recommended accepting the Duncan Equipment Company bid for
several reasons; mainly greater lift ability, larger capacity
and dual cylinders. Councilman Bishop moved to accept the
Duncan bid of $55,336.00. Seconded by Councilman Shull,
motion passed unanimously.
Mr. Jimmy Hall, Fairhope Trailer Park, came before Council
to request permission to keep some 13 chickens (no roosters)
at his home. City ordinances do not allow livestock and
poultry in residential zones without Council permission.
After some discussion, Councilman Shull moved to allow Mr. Hall
to keep his chickens but only so long as no complaints are
received from his neighbors. Seconded by Councilman Ford,
motion passed unanimously.
Mr. Dennis Porter, 4 Pope Court, led a delegation of
citizens, mostly from Covered Bridge Estates and Paddock
Drive, who reported continuing problems with water leaks
in their homes. Mr. Porter had been before the Council
some two years ago on the same subject. He,and others in
the audience, presented test reports and testimony to show
that the water leaks could not be confined to a certain
area of town, had nothing to do with thickness of their
copper pipes, and whether a gas or electric hot water heater
was involved seemed not to make a difference. Mayor Nix
and the Council said they were aware of the problems and
the trouble was not confined to the City water system,
reports of the same trouble was being worked on in Mobile,
Gulf Shores, and the whole coastal area. The men were
assured that Fairhope was working on the problems, the
system was tested every day by the State Health department
but no solution is yet in sight. Once a solution is found,
the City is ready and willing to implement it.
Councilman Shull moved to hear the following business not
on the Agenda. Seconded by Councilwoman Lo Porto, motion
passed unanimously:
A report from the purchasing agent showed the following
bids were opened on May 9th as advertised:
FOR 5 HAND-HELD AND 6 MOBILE RADIO UNITS -POLICE DEPT:
Vender
Pioneer Communications, Mobile
alternate
Motorola, Inc., Mobile
Cost Delivery
$14,900.00 70 days
$ 9,400.00 45 days
$14,784.00 49 days
Neither system offered by Pioneermeets specificaticas
12 May 1986
747
Councilwoman Lo Porto moved to accept the Motorola bid,
provided all specifications are met. Seconded by Councilman
Shull, motion passed unanimously.
Mayor Nix reported that the City has been able to
obtain Liability Insurance, however the annual premium is
now $105,000.00. The 1985 premium was $44,000.00 and the
1984 premium was $29,000.00.
Councilman Shull moved to pay bills as presented.
Seconded by Councilman Ford, motion passed unanimously.
Meeting was duly adjourned.
City erk
— i #31
AMENDED AND RESTATED #34
BOWER SALES CONTRACT #34.1
between #36
ALABAlKA MUNICIPAL ELECTRIC AUTHORITY #38
14438.1.2462.05:2
and #40
CITY OF FAIRBOPE #42
#44
#10
TABLE OF CONTENTS
41357
Page
# (1357)
SECTION
1.
Definitions
3
#1359
SECTION2.
Term . . . . . . . , . . . . . . ...
. . 9
#1359
SECTION
3.
Sale and Purchase of Electricity
. . .10
#1359
Obligation to Sell and Purchase.
. . .10
#1359
k�.
Generating Support Services. . .
. . .12
#1359
C.
SEPA Allocation. . . . . . . . .
. . .12
#1359
�.
PURPA Alternate Facility.
.13
#1359
SECTION
4.
Authorization and Approval of
#1359
Projects and Bonds . . . . . . .
. . .13
#(1359)
a_.
Authorization. . . . . . . . . .
. . .13
-#1359
b.
Approval. . . . . . . . . .
. . .14
#1359
SECTION
5.
Electric Characteristics, Points
#1359
of Delivery and Measurement . .
. . .14
#(1359)
SECTION
6.
Obligations; Source of Payment;
#1359
Power Factor; Rates and Charges
.15
#(1359)
�.
Member's Obligations. . . . .
.15
#1359
k?.
Source of Payment. . . . . . . .
. . .15
#1359
C.
Power Factor. . . . . . . . . .
. . .16
#1359
sd.
Establishment of Rates. . . . .
. . .16
#1359
�.
Rate Revision, Notice. . . . . .
. . .17
#1359
SECTION
7.
Meter Readings, Payment of Bills,
#1359
Disputes . . . . . . . . . . . .
. . .17
#(1359)
�.
Meter Readings. . . . . . . . .
. . .17
#1359
�.
Payment of Bills. . . . . . . .
. . .17
#1359
Disputes. . . . . . . . . . . .
. . .18
#1359
-i- #1354
TABLE OF CONTENTS, Continued
._,'
SECTION8.
Metering . . . . . . . . . . . . .
. .18
a.
Meters, Records. . . . . . . . . .
. .18
b.
Testing. . . . . . . . . . . . . .
. .18
-go
Adjustments. . . . . . . . . . . .
. .19
d.
Use of Transformers. . . . . . . .
. .19
SECTION
9.
Covenants of the Authority . . . .
. .19
a.
Surplus Energy. . . . . . . . . .
. .19
�.
Firm Power Supply. . . . . . . . .
. .20
�.
Economy. . . . . . . . . .
.20
d.
Other Services. .
. .21
g.
Best Efforts. . . . .
. .21
SECTION
10.
Covenants of the Member . . . . .
. .21
a.
Maintenance of System; Rates,
Revenues, etc. . . . . . . . .
. .21
�.
Notice of Estimated Power and
Energy Requirements. . . . . . . .
. .22
C.
Notice of Intent to Sell Power and
Energy at Wholesale. . . . . . . .
. .22
d.
Utility System, Sale, etc. . .
. .23
g.
No Obstruction. . . . . . .
. .24
_f..
Tax Matters. . . . . . . . . . . .
. .24
90
Maintenance. . . . . . . . . . . .
. .24
h.
Best Efforts.
.25
SECTION
11.
Right of Access .
. .25
SECTION
12.
Uncontrollable Forces . . .
. .25
TABLE OF CONTENTS, Continued
SECTION
13.
Cooperation . . . . . . . . . . .
. .26
SECTION
14.
Construction, Operation and
Maintenance Standards . . . .
. .26
SECTION
15.
Assignment of Power Sales Contract
. .26
a.
Successors and Assigns. . . . . .
. .26
b.
Assignment of Payments. . . . . .
. .26
SECTION
16.
Records and Accounts . . . . . . .
. .27
a.
Authority Records and Accounts. .
. .27
b.
Member Records and Accounts. . . .
. .27
SECTION
17.
Information .
. .27
SECTION
18.
Amendment .
. .28
SECTION
19.
Opinion as to Validity . . . . . .
. .28
!9.
Valid Existence. . . . . . . . . .
. .28
b.
Performance. . . . . . . . . . . .
. .28
.Q.
Rates and Charges. . . . . . . . .
. .28
d.
Ownership of Electric Distribution
System. . . . . . . . . .
. .28
e.
Authorization, Execution. . . . .
. .29
No Violation, Etc. . . . . . . . .
. .29
g.
Approvals. . . . . . . . . . . . .
. .29
b.
Litigation. . . . . . . . . . .
. .29
SECTION
20.
Relationship to and Compliance
with Other Instruments . . . .
. .30
SECTION
21.
Liability of Parties . . . . .. . .
. .30
SECTION
22.
Notices . . . . . . . . . . .
. .30
TABLE OF CONTENTS, Continued,
#1358
Wage
# (1358)
SECTION
23.
Waivers
.31
#1359
�.
Limited Waiver.
. .31
#1359
�.
No Waiver of Provisions. . . . .
. . .31
#1359
SECTION
24.
Severability .
. . . . . . . . .
. . .31
#1359
SECTION
25.
Applicable Law
. . . . . . . . .
. . .31
#1359
SECTION
26.
Survivorship of
Obligations . .
. . .31
#1359
SECTION
27.
Construction .
. . . . . . . . .
. . .32
#1359
SECTION
28.
Prior Contracts
Amended and
#1359
Restated . . .
. . . . . . . . .
. . .32
# (1359)
-iv- #1354
,THIS AMENDED
AND RESTATED POKIER SALES
CONTRACT (hereinafter
# 4 8
referred to as -.his
"Contract") is made in
Montgomery, Alabama,
#49
between ALABAMA MUNICIPAL
ELECTRIC AUTHORITY, a
public corporation of
#50,51
the State Qf Alabama,
organized and existing
under the laws of the
#52
State Qf. Alabama (the
"Authority") , and the CITY OF FAIRHOPE, a
#53
municipal corporation
of the State of Alabama
and a member of the
#54
Authority (the "Member") .
# (54)
11 I T N E S S E T H: #57
WHEREAS, the Authority was organized under Act No. 81-681, #59
enacted at the 1981 Regular Session of the Legislature of .the State #60
of Alabama, now codified as Sections 11-50A-1 jet seq., Code of #61
Alabama, 1975, as amended (the "Act"), -to provide a means for those #62,63
Alabama cities which are members of the Authority to secure an ade- #64,65
quate, dependable and economical supply of bulk electric power and #(65)
energy; and # (65)
WHEREAS, the Authority is empowered by Section 8 of the Act #66,67
(i) to plan, develop, acquire, by purchase or otherwise, in whole Qr #68
in part, and to construct and place into operation and operate Qr-#69
cause to be constructed and placed into operation and operated, and #(69)
to reconstruct, improve, equip, alter, repair and .extend, Projects, #70,71
within or without the state, either as sole or joint owner of all or #72
of any part in common with one or, more persons or as agent, Sii) to #73
provide, by sale or Qtherwise, an adequate, dependable, and economi- #74
cal supply of hulk electric power and energy to the Participating #75
Members and to enter into contracts with Participating Members for #76,77
such purposes, (iii) incidental to such provisions of bulk electric #78
power and energy, to enter into contracts for long or Qhort-term #79
interconnection, interchange, exchange, pooling, wheeling, fransmis- #80
sion, purchase or sale of bulk electric power and energy and other #(80)
Qimil ar arrangements with other electric suppliers having generation #81,82
and transmission capabilities and located within or without the State #83
of Alabama, and -(iv) to do any and all things necessary or proper for #84
the accomplishment of the purposes of the Act and to exercise any #85
power usually possessed by private corporations performing similar #86,87
functions which is not in conflict with the .constitution and laws of #88
the State of. Alabama; and #89
WHEREAS, the Member
and the other Participating Members Qwn
#90,91
and operate electric utility
systems or
Integrated Utility systems
#92
for the retail distribution
of electric
power and energy and are
#(92)
authorized under the laws of
the State of
Alabama to Contract to buy
#93
from the Authority electric
power and
energy required for their
#(93)
present and future requirements; and
#94
WHEREAS, the Member and the other Participating Members #95,96
presently purchase all of their 'electric power and -energy from #97
Alabama Power Company ( "APCO") , a corporation organized and existing # (97)
under .the laws of the State 'of Alabama, except for their allocation #97.1,9E
24438.1.2462.05:2 #10
of power and energy from the Southeastern Power Administration, a #99
federal power marketing agency; and #(99)
WHEREAS, in order to secure an adequate, dependable and
Qconomical supply of bulk electric power and energy for the Member's
and the other Participating Members' electric utility systems or
Integrated Utility Systems, the Authority, the Member and the other
Participating Members have determined -that the Authority will sell to
the Member and the other Participating Members, and the Member and
the other Participating Members will purchase from the Authority,
-Capacity, energy, transmission and other services on the terms and
conditions set forth herein; and
WHEREAS, the Authority had initially intended to acquire
hulk electric power and energy and transmission services and other
services for Sale to the Member and to the other Participating
Members by, among other things, 'entering into a proposed firm power
purchase contract with Big Rivers Electric Corporation, an electric
generation and transmission cooperative organized under the laws of
the Commonwealth of Kentucky ("Big Rivers"), which contract has been
heretofore terminated and rescinded by the Authority pursuant to the
terms thereof; and
WHEREAS, the Authority, subsequent to the termination and
rescission 4f the proposed firm power purchase contract with Big
Rivers, and in order to provide for the performance of the
Authority's obligations under this Contract and the Authority's power
sales contracts with the other Participating Members, entered into a
firm power purchase contract with APCO, the terms of which contract
-are, in the opinion of the Authority, more beneficial to the
Authority and the Participating Members than the benefits that would
have accrued to the Authority and -the Member and the other
Participating Members under the terms of the proposed firm power pur-
chase contract with Big Rivers; and
WHEREAS, the firm power purchase contract with APCO Will
provide, among other things, for (i) the prepayment by the Authority
for capacity in a specified amount from APCO's electric system from
the Service Commencement Date through the term of the firm power pur-
chase contract with APCO and (ii) the payment on an on -going basis of
certain expenses and for energy delivered from -the Service
Commencement Date through the term of such contract; and
WHEREAS, the Authority intends to enter into that -certain
agreement with APCO, pursuant to which APCO will make available par-
tial requirements zervice and certain complementary services directly
to the Authority for purposes of billing -convenience rather than
directly to the Member and the other Participating Members as is
presently the arrangement among the Member, the other Participating
-2-
94438.1.2462.05:2
Members and APCO regarding sales of electric power and energy on the
condition that the Member and the other Participating Members agree
to guarantee, among other things, their pro rata share of the.pay-
ments due by the Authority to APCO for partial requirements service
and certain complementary services made available through the
Authority to the Member and the other Participating Members by APCO;
and
WHEREAS, the Member and the other Participating Members
intend to enter into identical agreements with APCO Sthe "Guaranty
and Indemnity Agreements"), pursuant to which the Member and the
other .participating Members will agree to guarantee their pro rata
.share of the payments due by the Authority to APCO for partial
requirements service and certain complementary services made avail-
able through the Authority to the Member and .the other Participating
Members by APCO; and
WHEREAS, in order to enable the Authority to issue its
Bonds to obtain funds to make the prepayment for capacity referred to
above to APCO and to pay the cost of acquiring and constructing such
other generating, -transmission or other facilities as are useful in
meeting its obligations hereunder and to pay such other Costs and
expenses as are from time to time permitted 12y law, it is necessary
for the Authority to have 12inding Power Sales Contracts with the
Member and each of the other .participating Members and to pledge the
payments Lequired to be made under those contracts as zecurity for
the payment of the Bonds;
WOW, THEREFORE, for and. in consideration Qf the mutual cov- #161,162
enants and agreements herein Contained, it is agreed by and between #163
the parties hereto as follows: #164
,SECTION 1. Definitions
Adjusted Maximum Demand shall mean the sum of the E0-minute
integrated kilowatt demands as measured at all of the Member's Points
of Delivery coincident with -the highest sum of the 60-minute inte-
grated kilowatt demands as measured at all of the Participating
Members' Points of Delivery during any .hour of a calendar year with
the Participating Members' 60-minute integrated kilowatt demands
being adjusted as follows: (i) such demands shall be increased by
the 60-minute integrated kilowatt Qutput during the same hour of any
Excluded Power Supply Resources located on the Participating Members'
side of the Points of ]delivery adjusted for losses to the Points of
Delivery, and (ii) such demands shall be decreased .during the same
hour by the capacity rating of any Excluded tower Supply Resources of
the Participating Members.
-3-
#166
#167
#168
#169
#170
#171
#172
#173
#174
#175
#176
#177,178
#179
#(179)
#17
94438.1.2462.05:2 #(17)
Board shall mean the Board of Directors of the Authority, #180
or if such Board shall be abolished, the board, body, commission, or #181
agency succeeding to the principal functions thereof. #182
Bond Resolution shall mean any one or more Lesolutions, 4183,184
indentures or other instruments providing for the issuance of Bonds. # (184)
Bonds shall mean bonds, notes or other evidences of indebt-
edness from time to time issued by the Authority to finance any cost,
-expense or liability paid or incurred (including the reimbursement to
Participating Members of amounts heretofore provided to the Authority
by the Participating Members) or to be paid or incurred by the
Authority in -connection with the planning, engineering, designing,
financing, installing, constructing, acquiring, operating, maintain-
ing, retiring, decommissioning or -disposing of any part of the System
or otherwise paid or incurred or to be paid or incurred by the
Authority in connection with the performance of its obligations under
the Power Sales Contracts. Bonds shall also mean Refunding Bonds.
Contract Rate of Delivery or CROD shall mean the highest of
the monthly billing demands of the Member determined in accordance
with the Rate Schedule for electric power and energy under the Power
Sales Contract during the 24 billing periods ureceding the CROD
Commencement Date, Adjusted up or down by not more than 10% so as to
provide Qptimal utilization of the Authority's Power Supply
Resources, such adjustment to be made by the Authority in its sole
discretion.
.PROD Commencement Date shall mean the f irst January 1
Qccurring after the later of (i) the end of calendar year 2000 or
(ii) the aeventh anniversary of the giving of written notice by
either the Authority or the Member to the other party of its election
to invoke the Contract Rate of Delivery.
#185,186
# (186)
#187
#188
# (188)
#189
#190
#191
#192
# (192)
#193
#194
#(194)
#195
#196
#197
#198
#199
# (199)
#200
#201
#202
#203
#204
Excluded Power Supply Resources shall mean (i) the SEPA #205
Allocation and (ii) the other sources of electric capacity and #206,207
energy, if any, identified in Schedule A-2 hereto, as amended from #(207)
time to time. #(207)
Excluded Power Supply Resources Agreement shall mean the #208,205
agreement entered into pursuant to Section 3(a)4(i) hereof. #(209)
,Full- Requiresents Services shall have the meaning given to #210
such -term in Section 3(a) hereof. #211
fienerating Support Services shall have the meaning given to #212
such -term in Section 3(b) hereof. #213
=4-
#17
94438.1.2462.05:2 #(17)
Independent Engineer shall mean an engineer or firm of
engineers selected by the Authority having a nationally recognized
reputation for knowledge and experience in analyzing the operations
of electric utility systems, preparing rate analyses, forecasting the
loads and revenues of electric utility systems and preparing feasibi-
lity reports regarding the financing of electric Utility systems.
Integrated Utility System shall mean and include ,two or
more utility systems of the Member, which include the electric util-
ity system of the Member, if the revenues of such systems (i) are
commingled with each other, (ii) are utilized on a combined basis to
,pay operating expenses of such systems owned, leased, operated or
maintained by the member, or (iii) are pledged on a combined basis to
secure bonds issued to finance one or more of such utility systems.
for purposes of this -definition, the term "commingled" shall not be
deemed to include ,the keeping of funds in one bank account so long as
such funds ere separately accounted for on the books and records of
the Bomber.
# 214
#215,216
#217
#218
#219
#220
#221,222
# 223
#224
# (224)
#225,226
#227
#228
#229,230
# 231
#232
#233
PR Agreement shall mean any agreement between the Authority #234
and APCO which is designated a partial requirements agreement by the. #235
Authority and pursuant to which the Authority shall acquire from APCO #236
partial requirements service and complementary service. #237
PR Services shall mean the partial requirements service and #238
complementary service made available to the Authority pursuant to the #239
PR Agreement. #(239)
Participating Members shall mean the Member and those mem- #240
bers of the Authority that are, or hereafter become, parties to Power #241
Sales Contracts. #(241)
point of
Delivery shall
mean any point at which the
#243
Authority shall be
required to deliver electric power and energy to
#244
the Member as set
forth in Schedule
A-3 hereto, as amended from time
#245
to time.
# (245)
Point of
Measurement shall mean any point at which the
#246
Authority shall be
required to meter
electric power and energy deliv-
#247
ered to the Member
as set forth in
Schedule A-4 bereto, as amended
#248
from time to time.
#(248)
Poorer Sales Contracts shall mean this Contract and other #249
contracts providing for the sale of electric power and energy from #250
the System by .the Authority to other Participating Members, as each #251
may be amended from time to time. #252
Power Supply Resources shall mean those resources for the #253
supply of electric Power and energy included in the System to the #254,255
-5-
#17
94438.1.2462.05:2 #(17)
extent the same are employed by .the Authority to supply the electric #256
power and energy provided under -the Power Sales Contracts. #257
Project shall mean any electric generation, transmission
#258
and -distribution facilities, and all property, real and personal, of
#259
every kind and nature material or pertinent thereto or necessary
#260
therefor, located within _Qr without the State of Alabama, which may
#261
be used or useful in the generation, transmission, distribution,
#262
sale, purchase, exchange or interchange of bulk electric power and
#263
energy, and in the supplying of bulk electric power and energy to all
#264
those contracting with the Authority therefor, as provided in the
#265
Act, including any interest therein or right to capacity thereof, and
#266
may include, without limitation, a divided or undivided interest in
#267
any electric generation, transmission or distribution facility in
0(267)
which the ,authority shall participate as an owner in common with
#268
others, a contract right or other contractual arrangement for the
#269
short-term or long-term provision of bulk electric power and energy,
#270
transmission and other services to the Authority on a prepaid basis
#271
and the acquisition of water and fuel of any kind for such purposes,
# (271)
including the acquisition of water rights, fuel deposits and facili-
#272
ties for the development, production, processing, manufacture, fabri--#273
cation, transportation and storage of water and fuel.
#274
Prudent Utility Practices shall mean, as of any particular #275
time, any .practices, methods and acts engaged in or approved by a #276
significant portion of the electric utility industry prior to such #277
time, or any of the practices, methods and acts which, in the exer- #278
ci se of reasonable judgment in the light Qf the facts known at the #27 9
time the decision was made, could have been expected -o accomplish #280
the desired result at a reasonable cost consistent with good business #281
practices, reliability, safety and expedition. Prudent Utility #282
Practices are not intended to be limited to the optimum practice, #(282)
Method or act, to the exclusion of all others, but rather to be a #283
spectrum of possible practices, methods or acts expected to accom- #284
plish the desired results. #(284)
Rate Schedule shall mean the rate schedule setting forth #285-
(i) the rate for payments by the Member for Full -Requirements #286
Services and (ii) the rate for payments by the Member for Generating #287
Support Services for Excluded Power Supply Resources. -The initial #290
Rate Schedule to be implemented by the Authority'is expected to be #(290)
substantially in the form of Schedule B attached hereto as revised #291
and completed to reflect conditions in effect at the time of adoption #292
of such initial Rate Schedule. .Such form of Schedule B is based on #293
information a+.=ailable to and assumptions made by the Authority prior #294
to the date of execution of this Contract. The Rate Schedule may be #295
revised f rom time to time by new schedules adopted by the Authority #296
in the manner provided herein including, without limitation, any #(296)
amendment, change, deletion or addition to any of the billing #297
=6- #17
94438.1.2462.05:2 # (17)
components, terms Qr conditions, or any adjustment set forth therein, #298
including, but not limited to, Amending billing demand to provide for #299
minimum demand whether or not based on prior demand measurements or #300
creating other Rate Schedules applicable to any Qne or more #301
Participating Members. #(301)
Refunding Bonds shall mean bonds, notes or other evidences
Qf indebtedness issued by the Authority for the purpose of refunding
any Bonds issued by the Authority and the interest thereon and paying
any premium necessary to be paid to retire the outstanding Bonds
refunded _thereby and the expenses estimated to be incurred by the
Authority in .conjunction with the sale and issuance of Refunding
Bonds.
Revenue Requirements shall mean all costs and expenses .paid
or incurred or to be paid or incurred by the Authority resulting from
the ownership, operation, maintenance, termination, retirement from
service and decommissioning of, and repair, renewals, replacements,
additions, improvements, betterments and modifications to, the System
or otherwise relating to the acquisition and sale of electric power
and energy, transmission and other services and performance by the
Authority of its obligations under the Power Sales Contracts, includ-
ing, without limitation, the following items Qf cost:
S.1) payments of principal of and premium, if any, and
interest on all Bonds issued by the Authority and payments
which the Authority is required to make into any debt ser-
vice reserve fund or account under .the terms of any Bond
Resolution or other contract with holders of Bonds;
S2) amounts required under any Bond Resolution to be
,paid or deposited into any fund or account established by
such Bond Resolution Sother than funds and accounts
referred to in clause (1) above), including any amounts
required to be paid or -deposited by reason of the transfer
of moneys from such funds or accounts to the funds or
accounts referred to in Qlause (1) above;
(3) amounts which the Authority may be required to
pay for the prevention or correction of any loss or damage
or for renewals, replacements, repairs, additions, improve-
ments, betterments, and modifications yLhich are necessary
to .jeep any facility of the System in good operating condi-
tion or to .prevent a loss of revenues therefrom;
14) costs Qf operating and maintaining the System .and
of producing, dispatching, transmitting, managing and
delivering electric power and .energy therefrom (including
fuel costs, administrative and general expenses and working
-7-
94438.1.2462.05:2
capital, for fuel or otherwise, and taxes or payments in #(346)
lieu thereof) riot included in the costs specified in the #347,348
other items of this definition and costs of power supply #349
planning and implementation associated with meeting the #(349)
Authority's power supply obligations; #(349)
(5) the cost of any electric power and energy pur- #351
chased for resale by the Authority And the cost of trans- #352
mission service for delivery -of electric power and energy; #353
_C6) all costs incurred or associated with the sal-
#355
vage, discontinuance, -decommissioning and disposition or
#356
sale of properties;
#(356)
17) all costs and expenses relating to injury and
#358
damage claims required to be paid by the Authority;
#(358)
s.8) any additional amount not specified in the other
#360
items of this -definition which must be paid by the
#361
Authority relating to the System or .relating to the provi-
#362
sion of services to Participating Members (including Any
.#363
amounts to be paid into any reserve account established by
#(363)
the Authority -under the terms of any Bond Resolution for
#364
the payment of Revenue Requirements in the future) which
#365
are not otherwise included in any of the costs specified
#(365)
$erein;
#366
_,9) any reserves the Authority shall determine to be #368
necessary or -debirable for the payment of those items of #369
costs and expenses referred to in -clauses (1) through (8) #370
above to the extent not already included in such clauses; #(370)
And #371
S10) additional amounts which must be Iealized by the #373,374
Authority in order to meet the requirement Qf any rate cov- #375
enant with respect to -coverage of principal of and interest #376
on Bonds contained in any lJond Resolution or contract with #377
holders of Bonds or which the Authority deems advisable in #378
the marketing of its Bonds. # (378)
,SEPA shall mean the Southeastern Power Administration Qr #380,381
any successor thereto. #(381)
,SEPA Allocation shall mean, as of any time, the electric #382,383
power and energy allocated at such time to the Member by SEPA. The #384
SEPA Allocation in effect as of the date hereof is specified in #385
Schedule A-1 hereto which schedule shall he revised to reflect any #386
revision in such allocation. #(386)
mc
#17
94438.1.2462.05:2 # (17)
Service Commencement Date shall mean such ,date as shall be #387,38F
determined by the Authority upon 30 days' notice to the Member. #389
.System shall mean all properties and interests in proper-
ties of the Authority, it being the intent that "System" be broadly
construed to encompass and include all Projects and all electric pro-
duction, transmission, distribution, general plant and other related
facilities and any mine, well, pipeline, plant, structure or other
#,acility for the development, production, manufacture, storage, fab-
rication or processing of fossil, nuclear or fuel Qf any kind or any
facilityor rights with respect to the supply of water, in each case
for use, in whole or in major part, in any of the Authority's gener-
ating plants, now existing and hereafter acquired by lease, contract,
purchase Qr otherwise or constructed by the Authority, including any
interest or participation of the Authority in any such facilities or
any rights to the output or capacity thereof, together with all addi-
tions, betterments, extensions and improvements to said System Qr any
part thereof hereafter made and together with all lands, easements
and rights Qf way of the Authority and all other works, property or
structures of the Authority and contract lights and other tangible
and intangible assets of the Authority used or useful in connection
with or related to said System, including without limitation a con-
tract right or other contractual arrangement for -the long-term or
short-term interconnection, .interchange, exchange, pooling, Wheeling,
transmission, purchase or sale of bulk electric power and energy and
other similar arrangements with electric suppliers having generation
and ,transmission capabilities and located within or without the State
of Alabama. "System" shall not include any properties or interests
in properties of the Authority which the Authority determines shall
not constitute a part of the System for the purposes Qf the Power
Sales Contracts and shall not include any portion of a Earticipating
Member's electric utility system or Integrated Utility System.
SECTION 2. Term
This Contract shall become effective upon the expiration of
thirty (30) days following submission of this Contract to the Alabama
Public Service Commission pursuant to Section 25 of the Act, provided
that the rates to be charged by the Authority pursuant to this
Contract are not disapproved by said Commission within thirty (30)
days after submission of this Contract by the Authority to said
Commission. This Contract shall continue in force through
December 31, 2005 and may not be terminated by either party hereto;
provided, however, that this Contract may be terminated by the
Authority at any time prior to the Service Commencement Date if the
Authority determines that the delivery of electric power and energy
hereunder is no longer feasible or would not be in accordance with
Prudent Utility Practices, and ,provided further, however, that this
Contract may be terminated by either party to this Contract upon 180
94438,1.2462.05:2
days' prior written notice to -the other party to this Contract if #432
provision has been made by the Authority for the payment of all out- #433
standing Bonds. # (433)
SECTION 3. Sale and Purchase of Electricity
.J(a) Obligation to Sell and Purchase.
3-(a) 1. Fu -Requirements Services_ The Authority
hereby agrees to sell and deliver to the Member, and the
Member hereby agrees to purchase and receive from the
Authority, commencing on the Service Commencement Date and
extending through .the term of this Contract, all _electric
power and energy which the Member shall require for the
operation of its .electric utility system or Integrated
Utility System over and above the power and energy supplied
by the Sxcluded Power Supply Resources and over and above
Generating Support cervices (the "Full -Requirements
Services"); it being understood that the Full -Requirements
Services include .the PR Services made available to the
Authority by APCO under -the PR Agreement at the Member's
Point of Delivery.
3 (a) 2. lementati on of Contr act Rate of Delivery by
Ruth rity or Member. Effective upon the CROD Commencement
Date by giving the j3otice referred to in the definition of
CROD Commencement Date, -the Authority or the Bember may
limit the maximum amount of electric power and energy
required to be sold and delivered by the Authority and pur-
chased sand received by the Member hereunder as Full -
Requirements Services for the remainder of the term of this
Contract so as not to exceed the Contract Rate of Delivery;
provided, however, that the Authority shall not invoke the
Contract Rate of Delivery as to the Member without invoking
.the Contract Rate of Delivery as to all other Participating
Members under their respective Power Sales Contracts. Any
Member may purchase power and energy in excess Qf its
Contract Rate of Delivery from a source other than the
Authority and such source shall not be considered an
Excluded Power Supply Resource.
3(a)3. Estimated Contract Rate of Dgliverv� Upon
the written request of the Member, but not earlier than two
(2) years following the Service Commencement Date and not
more than once within any 12 months, the Authority shall
advise the Member of the Authority's then best estimate of
what the Member's Contract Rate Qf Delivery hereunder will
be for any year within the ten-year period following the
date the Authority receives such request. The Authority
-10-
94438.1.2462.05:2
shall determine the Contract Rate of Delivery as soon as
#(470)
,possible after necessary data becomes available. The
#471
Authority shall notify the bember of the Member's actual
#472
Contract Rate of Delivery within seven days after the
#473
Authority's determination thereof.
#(473)
.3-(a) 4. A__ ition of. Exc adPd Power Suggly Resources.
#475
The Member may acquire other sources of electric power And
#476
energy which shall be Excluded Power Supply Resources if
#(476)
the following conditions are met:
#477
Si) The Member shall have (a) entered into an
#479
Excluded Power Supply Resources Agreement with
#(479)
the Authority pursuant to which the Member
#480
agrees to pay to the Authority and -each
#481
Participating Member such amounts as the
#(481)
Authority shall determine are necessary in order
#482
to prevent the addition Qf such Excluded Power
#483
Supply Resources from having a material adverse
#484
effect upon the business, operations or finan-
#(484)
cial -condition of the Authority or the other
.#485
Participating Members or .the ability of the
#486
Authority to meet its obligations under the Bond
#487
Resolution and (b) the Excluded Power Supply
#(487)
Resources Agreement shall contain such other
#488
terms and conditions as the Authority or the
#489
Member may require;
# (489)
Sii) The Authority shall by resolution make a find-
#491
ing, based upon all relevant facts and circum--
#492
stances, including, if and to -the extent the
#493
Board deems appropriate, the advice of its
# (493)
.Independent Engineer as to engineering matters,
#494
its independent, public accountants of national
#495
reputation as to accounting matters, its
#496
.general
counsel and bond counsel as to legal matters and
# (496)
other consultants and advisors, to the effect
#497
that the addition of -the Excluded Power Supply
#498
Resources will not have a material adverse
#499
effect on the business, operations or financial
# (499)
condition Qf the Authority or the ability of the
#500
Authority to meet its Qbligations under the Bond
#501
Resolution and the PR Agreement; in making such
#(501)
finding .the Board shall consider any payments
#502
required to be made by the Member under the
#503
Excluded Power Supply Resources Agreement as
#504
well as the ability of the Member to meet its
#(504)
Qbligations under the Excluded Power Supply
#505
Resources Agreement and -this Contract; and
#506
=11-
#17
94438.1.2462.05:2
# (17)
(iii)The total amount of the Member's Excluded Power
Supply Resources, other than the SEPA
Allocation, shall not exceed ten percent (10%)
of -the Member's Adjusted Maximum Demand in any
preceding calendar year.'
S(b) Generating Support Services. If a n d to the
extent that the Member has any Excluded Power Supply
Resources specified in Schedules A-1 or A-2 hereof, the
Authority hereby agrees to sell and deliver to the Member,
and the Member hereby agrees to purchase and receive from
the Authority, commencing on the Service Commencement Date
and extending through the term of this Contract, any neces-
sary Generating Support Services, as determined by the
Authority, for such Excluded Power Supply Resources includ-
ing reserves, deficiency energy, -transmission ],oases and
firming capacity associated with the delivery of the power
and energy from the Excluded Power Supply Resources or the
replacement thereof, including any associated transmission
and dispatching services Ithe "Generating Support
Services"). The obligation of the Authority to sell and
deliver and of the Member to purchase and receive the
Generating Support Services shall not be affected in any
way by any election of the Member Qr the Authority to limit
the Member's obligation under paragraph (a)(2) of this
Section 3 to its Contract Rate of Delivery. It is further
understood, however, that if a Member is ,able to identify
another supplier who can provide the types of services
-described in this Section 3(b) for a lower cost, provided
that the .types of services are essentially identical to
those available from the Authority, then the Authority will
attempt to secure these services from this new source
subject to contractual obligations in existence at the
time. The provisions of this Section 3(b) shall be subject
to the terms of any Excluded Power Supply Resources
Agreement.
1(c) SQPA Allocation. In the operation of its
electric utility system or Integrated Utility System, the
1. The Rower Sales Contract for the City of Dothan contains the f ol- # 511
lowing proviso to Section
3(a)4
of that Contract:
#512
L provided, however,
that
the conditions set forth in
#514
clauses (i) , (ii) and
(iii)
of this Section 3(a)4 Shall not
#515
apply with respect to
up to
45 megawatts Qf hydroelectric
#516
capacity, which may
be acquired
from the Andrews and
#517
Claiborne Dam Projects.
#(517)
94438.1.2462.05:2 #(17)
Member shall have the right and obligation to utilize its
#546
SEPA Allocation. -The Member appoints the Authority as its
#547
agent, and the Authority accepts such appointment, for any
# (547)
and all negotiations with SEPA for bulk power supply
#548
arrangements With SEPA. .if the SEPA Allocation is termi-
#549,550
nated, or if the electric power and energy allocated to the
#(551)
Member by SEPA is reduced, then, so long as the Contract
#552
Rate of Delivery is not in effect as to the Member, pursu-
#553
ant to paragraph (a) of this Section 3, the Member's elec-
#554
tric power and energy requirements no longer supplied by
#555
SEPA shall be supplied by the Authority.
#(555)
3_(d) PURPA Alternate Facility. In the event that,
#557
pursuant to the Public Utility Regulatory Policies Act of
#558
1978 ("PURPA") or other provisions of law, Qlectric power
#559
or energy or both are required to be purchased by the
#(559)
Member from a small power production facility, a cogenera-
#560
tion facility or other facility, the Member and the
#561
Authority shall use their best .efforts to arrange for the
#562
purchase of the output of such facility. The Member may
#563
appoint the Authority, subject to the Authority's accep-
.#'(563)
tance of such appointment, to act as its agent in all deal-
#(563)
ings ytith the owner of any such facility from which power
#564
or energy or both are to be purchased and in connection
#565
with all other matters relating to such purchases. _If the
#566
output of the facility is purchased by the Authority at the
#(566)
request of the Member, then, -unless otherwise agreed to
#567
with respect to any such facility, any losses associated
#(567)
with such purchase shall be billed by the Authority to the
#568
Member and the Member shall 12e obligated to pay such
#569
amounts in addition to all other mounts payable under this
#570
Contract. 2uch losses, if any, shall be determined by the
#571
Authority and the Authority, in making such determination,
#572
shall take into consideration all factors relating thereto,
#573
including without limitation the purchase price Qf such
#574
electric power and energy, transmission costs, financing
#(574)
costs and reactive power costs.
#575
,SECT ION 4. Authorization and Approval of Projects and
#580
Bonds
#(580)
A(a) Authorization. The Authority is hereby autho-
rized by the Member (i) to undertake Projects to he
included in the System from time to time which are neces-
sary or desirable -to enable the Authority to fulfill satis-
factorily its obligations under this Contract to use its
12est efforts to supply electric capacity and energy to the
Participating Members pursuant to the Power Sales Contracts
and which Projects, to the extent required by paragraph (b)
--13-
#582
#583
# (583)
#584
# (584)
#585
#586
# 587
#17
94438.1.2462.05:2 # (17)
of this Section 4, have been approved by the Board and the
,participating Members pursuant to the terms of paragraph
(b) of this Section 4 and (ii) to .issue Bonds for the pur-
pose of paying all or any part of the costs of any of the
Rrojects or for any other purposes authorized by this
Contract, the Act and the laws of the .Mate of Alabama
relating to the System.
$(b) Approval. Subsequent to the first issuance of
Bonds, the undertaking by the Authority of any Project for
the construction, acquisition, purchase, lease Qr other use
of any generation, dispatching, load management or trans-
mission resources, output or services that is to be
included in the System requiring .the issuance of Bonds by
the Authority or assumption or guaranty by the Authority Qf
other debt obligations must be approved by .Ci) the Board
and (ii) at least 75% of the aggregate weighted votes of
the Participating Members not then in default under any of
the provisions of their respective Power Sales Contracts,
determined in accordance with the following two sentences.
.In calculating the number of votes of the Participating
Members, each 2articipating Member shall be entitled to
cast one whole vote plus an additional vote or votes
(including fractions thereof) determined as follows: -the
percentage which is arrived at by dividing the number of
kilowatt hours of -electric energy purchased from the
Authority by each non -defaulting Participating Member
during the immediately preceding calendar year by the total
number of kilowatt hours of electric energy purchased from
the Authority by all non -defaulting Participating Members
during the immediately preceding calendar year Qhall be
determined; each percentage so determined shall then be
applied to a total number of votes equal to the total
number of non -defaulting Participating Members. The
resulting figure, calculated to the nearest one thousandth,
shall be the additional vote or votes (including fractions
thereof) to which each Participating Member is entitled.
SECTION 5. Electric Characteristics, Points of 0630
Delivery and Measurement #(630)
Electricity to be furnished hereunder shall he three phase,
sixty hertz alternating current. -The Member -Shall make and pay for
all connections between the system of ,the Member and the System at
the Points of Delivery. The Points of Delivery, the Points of
Measurement, and any special conditions of service shall be as set
forth in Schedule A-3, A-4 and A-6, respectively, attached hereto,
which schedules may be amended from time to time to include such
other Point or Points of Delivery and Point or Points of Measurement
=14-
#631
#633,634
#635
#636
#637
#638
#639
#640
#17
94438.1.2462.05:2 # (17)
and any special conditions of service as may be agreed upon by .the #641
Authority and the Member; provided, however, that all such arrange- #(641)
ments must he in accordance with the PR Agreement. #642
The Member shall install, Qwn and maintain any necessary
substation equipment at the Points of Delivery and shall install, own
and maintain switching and protective equipment of adequate design
and sufficient capacity on the Member's side of such Points Qf
Delivery to enable the Member to take and use the electric capacity
and energy supplied under this Contract without hazard to the
System.
#644,64!
#646
#647
#648
# (648)
#649
# (649)
Unless otherwise agreed to by the Authority and the Member, #650
the Authority shall not be responsible for the transmission, control, #(650)
use or application of electric capacity and energy provided under #651
this Contract on the Member's side of the Point of Delivery. #652
.The Member shall not be responsible for the transmission, #654"
control, use or -application of electric capacity and energy provided #655
under this Contract on the Authority's side of the Point of #656
Delivery. #(656)
,SECTION 6. Obligations; Source of Payment; Power Factor; #658
Rates and Charges #(658)
�k (a) Member's Obligations. The Member shall take and
pay the Authority for all services and facilities which it
is required to take and receive under paragraphs (a) and
(b) of Section 3 of this Contract and which is made avail-
able to the Member under Section 3 of this Contract at its
Points of Delivery hereunder at the rates and on the terms
and conditions set forth in the Rate ,Schedule.
-In the event that, during any portion of any billing
.period, electric power is made available to the Member by
the Authority in accordance with this Contract which the
Member is required to take and receive pursuant to Section
3 hereof but which the Member fails to take and receive,
the Member shall pay the Authority for such availability in
an amount .equal to the product of the demand charge in the
Rate Schedule and the billing demand computed as provided
in the Rate Schedule except that, .for such purpose, the
billing demand for such billing period shall be based upon
the billing demand that would have otherwise been taken as
.evidenced by the total electric power consumed by the
Member's .customers during the billing period.
�k(b) Source of Payment. Payments made by the Member
under the Bate Schedule shall be treated as an operating
=15 -
94438.1.2462.05:2
expense Qf the Member's electric utility system or
Integrated Utility System, and shall be in addition to ,and
not in substitution for any other payments whether on
account of dues or otherwise owed by the Member to the
Authority; provided that auch payments under the Rate
Schedule due in any fiscal year of the Member shall be pay-
able solely out of (i) the current revenues of the Member's
electric utility system or Integrated Utility System for
the fiscal year in which such payments become due and
(ii) any other revenues of the member that may be lawfully
,pledged for the payment thereof; provided, however, that
the Member .Shall have no obligation to use any such other
revenues to make such payments if, as a result, the obliga-
tion to use such other revenues therefor would be deemed to
constitute a debt of the Member within the meaning of any
constitutional prohibition or limitation. -in no event
shall the Member be required to make payments under _this
Contract from tax revenues.
Jhe obligation of the Member to make payments under
the Rate Schedule Shall not be subject to any reduction,
whether by offset, counterclaim, recoupment or otherwise, -
and shall not be otherwise conditioned upon the performance
by the Authority under this or any other agreement or
instrument; provided, however, that nothing contained
herein shall be construed (i) to require the Member to pay
for services or facilities not furnished or made available
to the Member or (ii) to prevent or restrict the Member
from asserting any rights which it may have against the
Authority under this Contract or under any provision Qf
law, including the institution of legal proceedings for
Specific performance or recovery of damages.
. ¢L(c) Power Factor. The Member shall maintain its
system power factor in accordance with Schedule B hereto.
�E(d) Establishment of Rates. The Authority shall
establish and maintain rates and charges in _the Rate
Schedule and under the other Power Sales Contracts which
will provide revenues kthich are estimated to be at least
sufficient, together with other available funds of the
Authority, to meet the estimated Revenue Requirements of
the Authority. Eor the purpose of determining such rates
and charges, the Authority will apportion its Revenue
Requirements among the Full -Requirements Services and the
Generating Support Services in such manner as the Authority
in its sole discretion may determine. Any Revenue
Requirements previously apportioned to one of such
categories Qf service may be. apportioned to any other
-16-
94438.1.2462.05:2
category of service if the Authority -determines that it is
otherwise unable to collect sufficient Revenue Requirements
,in the category of service to which such Revenue
Requirements were previously apportioned, including by
reason of a default by one of more Members purchasing such
category of service.
At such intervals as it shall determine appropriate,
but in any event not less frequently than once each fiscal
year, -the Board shall review and, if necessary, revise the
rates and charges set forth in the Rate Schedule -to insure
that such rates and charges continue to cover its estimate
of the Revenue Requirements.
�k(e) Rate Revision, Notice. In connection with any
revision of the Rate Schedule, Jhe Authority shall cause a
notice in writing to be given to all participating Members
which shall set out any proposed revision of the Rate
.schedule with the effective date thereof, which shall be
not less than ninety days after the date of the notice, and
which shall be accompanied by an analysis of the estimated
Revenue Requirements for which the Rate Schedule is pro-
posed to 12e revised. The Member agrees to pay for the ser-
vices and facilities wade available hereunder after the
effective -date of any revision in the Rate Schedule in
accordance with the Rate Schedule as so revised.
,SECTION 7. Meter Readings, Payment of Bills, Disputes #749
Z(a) Deter Readings. The Authority shall read meters #751
or cause meters to be read at monthly intervals which coin- #752
cide with the billing period established by the Authority #753
in accordance with the Rate Schedule. #(753)
. J(b) Payment of Bills. Payments made under this
Contract shall be made at the principal office of the
Authority, Montgomery, Alabama, within 15 days after the
bill therefor is mailed to the bember; provided, however,
that if said 15th day is a Sunday or legal holiday in the
State of Alabama, the next following business day shall be
the day on which such payment shall be due. -In the event
that the Member fails to make payment When due of any
amount owing hereunder, the Authority may impose a late
payment ;harge as provided in the Rate Schedule. The
Authority shall bill the Member on a .prompt and timely
basis in accordance with a schedule to be determined by the
Authority. Jhe Authority may, whenever any amount due
remains unpaid after the due date, -take all steps available
to it under applicable law to collect such amount and,
-17-
#756
#7 57.
#758
#759
#760
#761
#762,762
#764
# (764)
#765,76E
#767
# (767)
#768,76S
#770
#771
#17
94438.1.2462.05:2 #(17)
after giving 15 days' advance notice in writing of its
intention to do so, discontinue service Under this
Contract. The Authority may, whenever any amount due
remains Unpaid for 120 or more days after the due date and
after giving 30 days' advance notice in writing of its
intention to do so, terminate this Contract. No such dis-
continuance or termination shall relieve the Member from
liability for payment for the services and facilities fur-
nished Under this Contract.
1(c) Disputes. In the event the Member desires to
dispute all or any part of a bill, the Member shall never-
theless pay the full amount Qf the bill when due and,
within 60 days from the date of such bill, notify the
Authority in writing of the grounds on which any charges in
the bill are disputed and the amount in dispute. The
Member will not be entitled to any adjustment Qn account of
any disputed charges which are not brought to the attention
of the Authority within the time and in the manner herein
specified.
SECTION 8. Metering
-8(a) Deters, Records. The Authority shall furnish,
install and maintain or cause to be furnished, installed
and maintained, the necessary metering equipment required
at each Point of Measurement of the Member to measure and
record the glectric power and energy furnished hereunder at
such Point of Measurement. such metering equipment shall
provide a continuous record of the integrated total demand
of the Member at such Point of Measurement during each
billing period throughout the term of this Contract. Such
records shall be available at all reasonable times to
authorized agents of the Member.
a(b) Testing. The Authority shall test and calibrate
meters or cause meters to be tested and calibrated by com-
parison with accurate Standards at intervals of not less
than twelve months. The authority shall also make or cause
to be made special meter tests at any time at the Member's
request. The cost of all tests shall be borne by the
Authority except that if any special meter test made at the
Member's request Shall disclose that the meters are record-
ing accurately, the Member shall reimburse the Authority
for the cost of such test. Meters registering not more
than one percent above gr below normal shall be deemed to
be accurate. The readings for any meter which shall have
been disclosed by test to be inaccurate shall be corrected
from the beginning of the billing period immediately
-18-
94438.1.2462.05:2
preceding the billing period during which the test is made
in accordance with the percentage of inaccuracy found by
guch test. No correction shall be made for a longer period
unless the Authority and the Member mutually agree
thereto. Should any meter fail to register, the electric
power and energy delivered during such period of failure
ghall for billing purposes be estimated by the Authority
and the Member from the best information available. The
Authority shall notify the Member or cause the Member to be
notified in advance gf the time of any meter reading or
test so that the Member's fepresentative may be present at
such meter reading or test.
$ (c) Adjustments. For a fractional part of a billing
period at the beginning or end of service, demand charges
under the Rate Schedule shall be proportionately adjusted
by the Authority in the ratio that the number of hours that
electric service is furnished to the Member (in such frac-
tional billing period) bears to the total number of hours
in the billing period involved. Except as provided in this
paragraph (c) of this Section 8 With respect to fractional
billing periods at the beginning and end of service, there
shall be no proration of demand charges under the Rate
Schedule for any billing period during any part of which
power is made available to the Member.
a(d) Use of Transformers. Upon the written request
by the Member to the Authority, the Member may utilize the
potential and current transformers at the Points of
Measurement of the Authority, to the extent that the
Authority has the right under Section 10.05 of the PR
Agreement to use such transformers, for the purpose of
installing check meters and picking up signals for teleme-
tering equipment.
SECTION 9. Covenants of the Authority
9(a) Surplus Energy. After satisfying, to the
extent provided for under the Power Sales Contracts, the
total bulk electric power and energy requirements of all
Participating Members, the Authority covenants and agrees
to use its best efforts, to the extent permitted by law, to
market and dispose gf, under the most economically advanta-
geous terms and conditions.4btainable, all its surplus
electric capacity and energy which in the sole judgment of
the Authority can be disposed of without adversely effect-
ing performance by the Authority under this Contract.
-19-
94438.1.2462.05:2
9(b) Firm Power Supply. The Authority covenants and
agrees to use its best efforts to provide, in accordance
with Prudent Utility Practices, a constant and Uninter-
rupted supply of electric power and energy under this
Contract. In the event that the Authority is not able to
supply all of the electric power and energy requirements of
all of the Participating Members that it is required to
supply hereunder and under the other Power Sales Contracts,
it Qovenants and agrees, subject to any restrictions
imposed in any agreement or contract Under which the
Authority obtains electric power and energy and the limita-
tions imposed by the transmission system of APCO, to use
its best efforts to allocate its electric power and energy
available from the System during any month among the Member
and the other participating Members as follows: pro rata
in accordance with their respective electric power require-
ments supplied hereunder as Full -Requirements Services and
Generating Support Services during the corresponding month
of the preceding calendar year (in the case of
Full -Requirement Services) and during the preceding calen-
dar year (in the case of Generating Support Services) for
Participating Members which are not purchasing and receiv-
ing electric power and energy pursuant to the Contract Rate
of Delivery and pro rata in accordance with the sum of the
Contract Rate of Delivery of each Participating Member and
their jespectiv a electric power requirements supplied here-
under as Generating Support Services during the correspond-
ing billing period Qf the preceding calendar year for
Participating Members which are purchasing and receiving
electric power and energy pursuant to the Contract Rate of
Delivery. During any period the Authority is unable to
supply all of the Participating Member's electric power and
energy requirements that it is required to supply hereun-
der, the Authority shall not in any case be liable to the
Member for damages Lesulting from such interruption of ser-
vice and the Member shall be permitted to acquire from
other sources such amount of electric power and energy
which is not supplied by the Authority; provided, however,
that at such time as the Authority is thereafter again able
to supply all of the Member's electric power and energy
requirements that it is required to supply hereunder, the
Member shall be required to take and pay for such electric
power and energy in accordance with the provisions hereof.
9(c) Economy. The Authority covenants and agrees to
use its best efforts to acquire, by purchase or otherwise,
and to deliver or cause to be delivered to the Points of
Delivery, electric power and energy in the manner
-20-
94438.1.2462.05:2
determined' by the Authority to be most economical,
dependable and otherwise feasible.
9 (d) Other Services. In addition to the delivery of
electric power and energy pursuant to this Contract and the
performance of all acts and actions incident thereto, the
Authority covenants and agrees that it will perform or
cause to be performed services, including, but not limited
to: (i) coordinating and monitoring the investigating,
studying, planning, engineering, designing, financing,
installing, constructing, acquiring, operating, maintain-
ing, Ketiring, decommissioning or disposing of any part of
the System; (ii) issuing and selling Bonds; (iii) planning,
undertaking, coordinating and monitoring the economic dis-
patching and scheduling of electric power and energy to the
Participating Members; and Jiv) providing such other ser-
vices, including services requested by the Participating
Members, as the Authority from time to time shall determine
to be appropriate or necessary to provide an adequate,
dependable and economical supply of electric power and
energy to the Participating Members.
# (892)
#893
#895
#896
# (896)
#897
#898
#899
#900
# (900)
#901
#902,90
# (903)
# (903)
#904,90
#(905)
# (905)
#906
# 907
# (907)
9 (e) Hest Efforts. The Authority covenants and agrees #909
that it will use its best efforts, in accordance with #910
Prudent Utility Practices, to meet all of its obligations #(910)
Under this Contract. #911 .
6ECTION 10. Covenants of the member
#913
10(a) Maintenance of System; Rates, Revenues, etc.
#915
The Member covenants and agrees (i) to maintain its elec-
# (915)
tric utility system gr Integrated Utility System in good
#916
repair and operating condition; (ii) to cooperate with the
#917
Authority in the performance of the respective gbligations
#918
of such Member and the Authority under this Contract; and
#919
(i.ii) to establish, levy and collect rents, rates and other
#920
charges for the products and services provided by its elec-
#921
tric utility system or Integrated Utility System, which
#(921)
rents, fates, and other charges shall be at least suffi-
#922
cient (1) to meet the operation and maintenance expenses of
#923
such electric utility system or Integrated Utility System,
#924
(2) to comply with all covenants pertaining thereto con-
#925
tained in, and all other provisions of, any resolution,
#926
trust indenture, Qr other security agreement relating to
#927
any bonds, notes or other evidences of indebtedness issued
#928
or to be issued by the Member, (3) to generate funds suffi-
#929
cient to :Fulfill the terms of all other contracts and
#930
agreements Made by the Member, including, without
#931
limitation, this Contract, and (4) to pay all other amounts
#932
=21- # 17
94438.1.2462.05:2 #(17)
payable from or constituting a lien or charge on the
revenues Qf its electric utility system or Integrated
Utility System.
The Member further covenants and agrees that if it
maintains or establishes an Integrated Utility System, it
will establish, maintain and collect rates and charges for
the services provided by its Integrated utility System
which shall produce revenues at least sufficient to enable
the Member to pay all expenses attributable to the
Integrated Utility System, including the expenses incurred
in the operation and maintenance of the Integrated Utility
System (including the obligations under this Contract), to
pay the debt service requirements on any bonds, notes or
other evidences of indebtedness, whether now outstanding or
incurred in the future, secured by such revenues and issued
to finance improvements to the Integrated Utility System
and to make any other payments Lequired by the laws of the
State of Alabama.
The Member shall not be required to make payments
under this Contract except from (i) the current revenues of
the Member's electric utility system or Integrated Utility
System for the fiscal year in which such payments become
due and (i.i) any other revenues of the Member that may be
lawfully pledged for the payment thereof; provided, how-
ever, that the Member ghall have no obligation to use any
such other revenues to make such payments if, s3s a result,
the obligation to use such other revenues therefor would be
deemed to constitute a debt of the Member within the mean-
ing of any constitutional prohibition or limitation. in no
event shall the Member be required to make payments under
this Contract from tax revenues.
10(b) Notice of Estimated Power and Energy
Requirements. The Member covenants and agrees that (i) it
will, whenever requested by the Authority, provide in writ-
ing, within sixty (60) days of such request, its most cur-
rent estimate of its projected electric power and energy
requirements for such period or periods as the Authority
may reasonably request and (ii) immediately after becoming
aware of a change or projected change in its electric power
and energy requirements or in any electric power and energy
requirements projection previously provided to the
Authority, it will notify the Authority, in writing, of
such Qhange or projected change.
10 (c) Notice of Intent to Sell Power and Energy at
Wholesale. The Member may sell at wholesale any of the
-22-
94438.1.2462.05:2
electric power and energy delivered to it hereunder to any
#964
wholesale customer of the Member or any other entity for
#965
resale by that wholesale customer or entity, provided that,
#(965)
except for any wholesale power sales contracts existing on
#(965)
the date of this Contract, the Member covenants and agrees
#966
that It will first give the Authority five years' written
#967
notice, or such shorter notice as may be acceptable to the
#(967)
Authority, of its intent to sell guch electric power and
#968
energy and at the time of such notice provide the Authority
#(968)
with projected data regarding any such sales anticipated
#969
for the ensuing five year period. The Authority, after
# ( 969)
receipt of such notice, shall have 180 days in which to
#970
impose limits on the amount of electric power and energy to
#(97 0)
be gold or to veto such sale if the sale will jeopardize
#971
the Authority's availability of resources to serve its
#972
Participating Members, increase Jthe cost of electric power
#973
and energy to the Authority, or violate the covenant of the
# (973)
Member Qontained in paragraph (f) of this Section 10.
#974
10 (d) Utility System, Sale, etc. The Member cove-
# 976
nants and agrees that it shall not sell., lease, abandon or
# (976)
otherwise dispose of all or substantially all of its elec-
#977
tric utility system or Integrated Utility System except on
#(977)
90 days' prior written notice to the Authority and, in any
#(977)
event, shall not so sell, lease, abandon or otherwise dis-
#978
pose of the same unless the following Qonditions are met:
#979
(i) the Member shall assign this Contract and its rights
#980
and interest hereunder to the purchaser or lessee of the
#981
electric utility system or Integrated Utility System and
#(981)
such purchaser Qr lessee shall assume all obligations of
#982
the Member under this Contract; (ii) the Authority shall be
#983
permitted by then applicable law to sell electric power and
#984
energy to said purchaser or lessee, if any; (iii) the
#985
Authority shall by appropriate action determine, in its
#986
sole discretion, that such sale, lease, abandonment or
#987
other disposition will not adversely affect the Authority's
#988
ability to meet its obligations under this Contract or any
#989
contract, agreement or arrangement to which the Authority
#990
is a party as either principal or agent pursuant to which
#(990)
the Authority satisfies all or any part of its obligations
#991
to provide electric power and energy and dispatching and
#992
transmission services under this Contract or the Power
#993
Sales Contracts with the other Participating Members, and
#994
will not adversely affect the value of this Contract as
#995
security for the payment of Bonds and interest thereon or
#996
affect the eligibility Qf interest on Bonds then outstand-
#997
ing or which could be issued in the future for federal tax-
# 998
exempt status; and (iv) said purchaser or lessee shall
#(998)
_23- # 17
94438.1.2462.05:2 #(17)
assume all Qbligations of the Member under the Guaranty and
9999
Indemnity Agreement.
#(999)
10(e) No Obstruction. The Member covenants and
#1001
agrees that it shall take no action the effect of which
#(1001)
Would be to prevent, hinder or delay the Authority from the
#1002
timely fulfillment Qf its obligations under this Contract,
#1003
any other Power Sales Contract, the outstanding Bonds or
#(1003)
the Bond Resolution.
#1004
10(f) Tax Matters. -The Member covenants and agrees
#1006
that it shall not use or permit to be used gny of the elec-
#1007
tric power and energy acquired under this Contract in any
#(1007)
manner Qr for any purpose or take any other action or omit
#1008
to take any action which would result in the loss of the
#(1008)
tax-exempt status of the interest on any Bond or Bonds
#1009
issued by the Authority or which could be issued by the
# (1009)
Authority in the future as that gtatus is governed by
#1010
section 103(a) of the Internal Revenue Code of 1954, as
#1011
amended, gnd the Treasury Regulations or any rulings pro-
#1012
mulgated thereunder Qr as affected by a decision of any
#1013
court of competent jurisdiction. The Member covenants
#1014
that, 180 days prior to entering into any contract whereby
#(1014)
a person agrees to take, or to take or pay for, electric
#1015
power and energy provided to the Member under this
#1016
Contract, the Member shall notify the Authority of its
#1017
intent to enter into such contract and provide copies of
#(1017)
such contract to the Authority. Within sixty (60) days
#1018
after receipt of such notice, the Authority shall advise
#1019
the Member as to whether, in the opinion of counsel of rec-
# 1020
ognized standing in the field of law relating to municipal
#1021
bonds selected by the Authority, the entering into of such
#1022
contract would result in a violation Qf the covenant con-
#1023
tained in this subsection. The Member agrees that if the
#1024
Authority advises the Member that such a violation will or
#(1024)
might result, the Member will not enter into such
#1025
contract.
#(1025)
10(g) Maintenance. The Member covenants and agrees
#1027
that it shall, in accordance with ,prudent Utility
#1028
Practices, (1) at all times operate the properties Qf its
#1029
electric utility system or Integrated Utility System and
#(1029)
the business in connection therewith in an efficient
#1030
manner, (2) coordinate its load management program, if any,
#1031
with the Authority, (3) maintain its electric utility
#1032
system or Integrated Utility System in good repair, working
# (1032)
order and condition and (4) from time to time make all
#1033
necessary and proper repairs, renewals, replacements,
#(1033)
additions, betterments and improvements with respect to its
#1034
-24-
#17
94438.1.2462.05:2
#(17)
electric utility system or Integrated Utility System go
that at all times the business carried on in connection
therewith shall be properly and advantageously conducted;
provided, however, this covenant shall not be construed as
requiring the Member to expend any funds which are derived
from sources other than the operation of its electric
system or the Integrated Utility System of which its elec-
tric system is a part and provided further that nothing
herein shall be construed as preventing the Member from
doing so.
10(h) Best Efforts. The Member covenants and agrees
that it will use its best efforts, in accordance with
Prudent Utility Practices, to meet all of its obligations
finder this Contract.
SECTION 11. Right of Access
#1035
# (1035)
#1036
#1037
#1038
#1039
#1040
# (1040)
#1041
# (1041)
#1043
#1044
#(1044)
#1045
#1047
Duly authorized representatives of the Authority and Member #(1047)
shall be permitted to enter the other's premises at all Leasonable #1048,1e
times in order to carry out the provisions of this Contract. #1050
SECTION 12. Uncontrollable Forces
Neither the Authority nor the Member shall be considered to
be in default in respect to any obligation hereunder (other than the
obligation of the Member to pay for electric power and energy made
available hereunder) if prevented from fulfilling such obligations by
reason of uncontrollable forces, the term uncontrollable forces being
deemed for the purposes of this Contract to mean any physical cause
beyond the control gf the party affected, including, but not limited
to, acts of god, accidents, landslides, lightning, earthquakes, fire,
floods, washouts, storms, ice, epidemics, pestilence, explosions and
breakage of or accident to machinery, equipment and transmission
lines and shall also mean the following specific non-physical causes
beyond the control of the party affected: civil disturbance, War,
riot, labor disturbance, sabotage, restraints of general applicabil-
ity of the government, whether Federal or state, and inability to
obtain necessary materials, supplies gr permits due to the fault of
contractors or suppliers gr to existing or future rules, regulations,
orders, laws or proclamations of general applicability of governmen-
tal authorities, whether Federal or state; all of which physical and
non-physical causes, by exercise of due foresight, such party could
not reasonably have been expected to avoid and which, by exercise of
due diligence, it shall be unable to overcome. Either party rendered
unable to fulfill any obligation by reason of uncontrollable forces
ghall exercise due diligence to remove such inability with all
reasonable dispatch.
-25-
94438.1.2462.05:2
SECTION 13. Cooperation
If it becomes necessary by reason of any emergency Qr
extraordinary condition for either the Authority or the Member to
request the other party to furnish personnel, 1paterials, tools, or
equipment for the accomplishment of its Qbligations hereunderl the
party so requested shall cooperate with the requesting party and
render such assistance as the party so requested may determine to be
available. The party alaking such request, upon receipt of properly
itemized bills from the other party, shall promptly reimburse the
other party for all costs properly and reasonably incurred by it in
providing such assistance. The cost shall to determined on the basis
of current charges or rates used in its own operations by the party
rendering the assistance.
#1081
#1082
#1083
#1084
#1085
#1086
#1087
#1088
#1089
#1090
#1091,1(
#1093
#1094
SECTION 14. Construction, Operation and Maintenance #1096
Standards # (1096)
The Member shall, in accordance with Prudent Utility
Practices, own, install and maintain electrical protective equipment
at each point of interconnection with the Authority's transmission
system or the transmission system of any other party being used by
the lbuthority to deliver electric power and energy to the Member.
The design and operating characteristics of such equipment shall be
Qoordinated with the Authority and subject to the Authority's approv-
al, which approval shall not be unreasonably withheld.
SECTION 15. Assignment of Power Sales Contract
15(a) Successors and Assigns. This Contract shall
inure to the benefit of and shall be binding upon the
respective successors and assigns of the parties to this
Contract; provided, however, that, except for the assign-
ment by the Authority authorized by clause (b) of this
Section 15 and except for any assignment in connection with
the sale, lease or Qther disposition of all or substan-
tially all of the Member's electric utility system Qr
Integrated Utility System as provided in Section 10(d)
hereof, neither this Contract nor any interest herein ghall
be transferred or assigned by either party hereto except
with the consent in writing of the other party hereto,
which gonsent shall not be unreasonably withheld. No
assignment or ,transfer of this Contract shall relieve the
parties of any Qbligation hereunder.
15 (b) Assignment of Payments. The Member acknowl-
edges and agrees that the Authority may assign and pledge
to any bond holder or any trustee or similar fiduciary
designated in any Bond gesolution all of, or any interest
Paz
94438.1.2462.05:2
in, its right, title, and interest in and to all payments
to be made to the Authority under the provisions of this
_Contract as security for the payment of the principal
(including sinking fund installments) of, premium, if any,
and interest on any Bonds and may deliver possession of
this Contract to such trustee in connection therewith, and,
upon such assignment, pledge and delivery, the Authority
may grant to such trustee any rights and remedies herein
provided to the Authority and thereupon any reference
herein to the Authority shall be deemed, With the necessary
changes in detail, to include such trustee Which shall be a
third party beneficiary of the covenants and agreements of
the Member herein contained.
aECTION 16. Records and Accounts
16 (a) Authority Records and Accounts. S u b j e c t t o
the provisions of the Bond Resolution, the Authority shall
keep accurate records and accounts of its properties and
its operations in accordance with or so ,as to permit con-
version to the Federal Energy Regulatory Commission jor its
successor in function) Uniform System of Accounts pre-
scribed for Class A and Class B Public Utilities and
Licensees as in effect from time to time. The Member Zhall
have the right at any reasonable time to examine such
gccounts. The Authority shall cause such accounts to be
audited annually by a firm of independent public accoun-
tants of national reputation and shall supply copies of
such audits to the Member.
16(b) Member Records and Accounts. The Member shall
keep accurate records and accounts for its electric utility
system Qr Integrated Utility System, separate and distinct
from its other jecords and accounts. Such records and
accounts shall be audited annually by an independent certi-
fied public accountant, which may be part of the annual
audit of the accounts of the Member. Such records and
accounts shall be Made available for inspection by the
Authority at any reasonable time, and a copy of such annual
audit, including all written comments and recommendations
Qf such accountants, shall be furnished to the Authority
upon request.
SECTION 17. Information #1155
The Authority and the Member will promptly furnish to each #(1155)
other such information as may be reasonably requested from time to #1156,11
time in order to carry out more effectively the intent and purpose of #1158
this Contract or as may be reasonably necessary -4nd convenient in the #1159
-27-
#17
94438.1 .2462.05:2 # (17)
conduct of the operations of the party requesting such information.
Without limiting the generality gf the foregoing, the Member shall,
upon request, furnish to the Authority all such information, certifi-
cates, engineering reports, feasibility reports, information relating
to load forecasts and generation and transmission expansion plans,
financial statements, opinions of counsel (including the opinion
required by Section 19 hereof), official statements and gther docu-
ments as shall be reasonably necessary in connection with financings
of the Authority.
aECTION 18. Amendment
#1160
#1161
#1162
#1163
#1164
#1165,11
#1167
# 116 8
# (1168)
#1170
Except as provided for expressly in this Contract, Beither #1171
this Contract nor any terms hereof may be terminated, amended, gup- #1172
plemented, waived or modified except by an instrument in writing exe- #1173
cuted by each party to this Contract. #(1173)
,SECTION 19. Opinion as to Validity
#1176
Upon the execution and delivery of this Contract, the # (1176)
Member shall furnish the Authority with an opinion by an attorney gr #1177,11
firm of attorneys to the effect that: A1179
19(a) Valid Existence.
The Member is a municipal
#1181
corporation duly created and
validly existing pursuant to
#1182
the
Constitution and statutes
of the State of Alabama and
#1183
its
"governing body" (as that
term is used in Section 17 of
#(1183)
the
Act) is the City Council
of the City of Fairhope.
#1184
19(b) Performance. The
Member has full legal right
#1186
and
authority to enter into
this Contract and to carry out
#1187
its
obligations hereunder.
#(1187)
19(c) Rates and Charges. The Member has full legal #1189
right and authority to fix, impose and collect gates and #1190
charges, and such rates and charges are not subject to the #(1190)
regulatory jurisdiction of any State or local government #1191
(excluding the Member) or regulatory authority, however, #1192
such rates must be "reasonable" under applicable judicial #(1192)
precedents and are gubject to review by the courts of the #1193
State in that regard upon complaint by a consumer. #1194
19(d) Ownership of Electric Distribution System. #1196
The Member has the legal title to and the beneficial inter- # (1196)
est in and is beneficially possessed of the electric util- #1197
ity system or Integrated Utility System guch Member awns, #1198
maintains and operates. #(1198)
=28- # 17
94438.1.2462.05:2 #(17)
19 (e) Authorization, Execution. At meetings duly
called and held at which quorums were present and acting
throughout, the governing body of the Member duly approved
this Contract and its execution and delivery on behalf of
the Member, this Contract has been duly authorized, exe-
cuted and delivered by the appropriate officers of the
Member and, assuming that the Authority has all the requi-
site power and authority to.execute and deliver, and has
duly authorized, executed and delivered, this Contract,
this Contract constitutes the legal, valid and binding
obligation of the Member in,accordance with its terms
subject, however, to the effect of, and to restrictions and
limitations imposed by or resulting from, bankruptcy,
insolvency, moratorium, reorganization or Other similar
laws affecting creditors' rights generally. No opinion
need be rendered as to the availability of any particular
remedy.
19(f) No Violation, Etc. The execution and delivery
of this Contract by the Member, the performance by the
Member of its obligations hereunder and the consummation of
the transactions contemplated herein do not and will not
contravene any provision of the Charter or Certificate of
Incorporation or any other Qrganizational document of the
Member and any amendment thereto Under which the Member is
organized and presently operating or any existing law or
any existing order, injunction, judgment, decree, rule or
regulation Qf any court or administrative agency having
jurisdiction over the Member or its property or result in a
breach or violation of any of the terms and provisions of,
or constitute a default under, any existing bond resolu-
tion, indenture, mortgage, deed of trust or other agreement
to which the Member is a party or by which it or its prop-
erty is bound.
19(g) Approvals. All approvals, consents
nations of, or registrations or filings with,
mental or public agency, authority or person
the part Qf the Member in connection with the
delivery and performance of this Contract
obtained or made.
or authori- # 1226
any govern- #1227
required on #(1227)
execution, #1228
have been #1229
# (1229)
19(h) Litigation. To the knowledge of such attorney
or firm of attorneys after due inquiry, there is no litiga-
tion or other proceedings pending or threatened in any
court Qr other tribunal of competent jurisdiction (either
State or Federal) questioning the creation, organization or
existence of the Member or the validity, legality Qr
enforceability of this Contract.
-29-
#1231
#1232
# (1232)
#1233
#1234
#1235
# (1235)
#17
94438.1.2462.05:2 #(17)
SECTION 20. Relationship to and Compliance with Other #1237
Instruments #(1237)
It is recognized by the parties hereto that, in undertak-
ing, or Qausing to be undertaken, the planning, financing, construc-
tion, acquisition, aperation and maintenance of the System, the
Authority must comply with the requirements of any Bond Resolution,
any agreement with any owner or co-owner of or participant Qr
co -participant in any facility included in the System relating to the
Qonstruction, operation or maintenance thereof and all licenses, per-
mits and regulatory approvals necessary for such planning, financing,
construction, acquisition, operation and maintenance, and it is
therefore agreed that this Contract is made subject to the terms and
provisions of any Bond Resolution, any such agreement and all such
licenses, permits, and regulatory approvals.
SECTION 21. Liability of Parties
The Authority and the Member shall assume full responsibil-
ity and liability for the maintenance and operation of their respec-
tive properties and each shall indemnify and Eave harmless the other
from all liability and expense on account of any and all damages,
claims, or actions, including injury to or death of persons arising
from any act or accident in connection with the installation, pres-
ence, maintenance and operation of the property and equipment of the
indemnifying party and not caused by the negligence of the other
party; provided that any liability which is incurred by the Authority
in order to fulfill its obligations under this Contract or the other
Power Sales Contracts and not covered, or not covered sufficiently,
by insurance shall be paid solely from the revenues of the Authority
derived from this Contract and the other Power Sales Contracts, and
any payments made by the Authority, or which the Authority is obli-
gated to make, to satisfy such liability shall become part of Revenue
Requirements of the Authority.
#(1237)
#1238
#1239
#1240
#1241
# (1241)
#1242
#1243
#1244
#1245
#1246
#(1246)
#1248
# (1248)
#1249
#1250
#1251
# (1251)
#1252
#1253
# (1253)
#(1253)
#1254
#1255
#1256
#1257
# (1257)
#1258
# (1258)
The Authority shall be liable to the Member only for the #1259
guthority's gross negligence or willful misconduct when acting as #1260
agent for the Member pursuant to the terms of this Contract. #1261
SECTION 22. Notices
Any notice, demand or request by the Member to the
Authority Under this Contract shall be deemed properly given if
mailed, certified mail (or similar mail service) , postage prepaid,
return receipt requested and addressed to the Authority at the
address set forth in Schedule A-5 of this Contract; any notice,
demand or regoest by the Authority to the Member Under this Contract
shall be deemed properly given if mailed certified mail (or similar
mail service), postage prepaid, return receipt requested and
-30-
94438.1.2462.05:2
#1264
# (1264)
#1265,1
#(1266)
#1267
#1268
#1269
#1270
# (1270)
#17
# (17)
addressed to the Member at the address set forth
this Contract; in computing any period of time from
period shall commence at noon on the date mailed.
Qf the name and address to which any such notice,
is directed may be changed at any time and from
either party giving notice as above provided.
SECTION 23. Waivers
n Schedule A-5 of #1271
such notice, such #1272
The designations #1273
demand or request #127 4
time to time by #1275,1
# (1276)
23(a) Limited
Waiver.
Any waiver at any
time by
either party hereto
of its
rights with respect to
a default
or any matter arising in
connection with this
Contract
shall not be deemed
to be a
waiver with respect to
any sub-
sequent default or
matter.
23 (b) No Waiver of Provisions. The failure of either
party hereto to enforce at any time any of the provisions
of this Contract or to require at any time performance by
the other party hereto of any of the provisions hereof
shall in no way be construed to be a waiver of Quch provi-
sions nor in any way to affect the validity of this
ontract or the right of such party thereafter to enforce
each sand every provision hereof.
SECTION 24. Severability
In the event that any of the t
of this Contract, or the application o
condition, shall be held invalid as to
any court having jurisdiction under -the
of this Contract and the application of
ditions to such persons or circumstances
and effect.
SECTION 25. Applicable Law
erms, covenants or conditions
f any such term, covenant or
any person or circumstance by
circumstances, the remainder
its terms, covenants or con -
shall continue in full force
#1278
This Contract shall be governed by and construed in accor- #(1301)
dance with the laws Qf the State of Alabama. #1302
SECTION 26. Survivorship of Obligations
The termination of this Contract shall not discharge either
party hereto from any obligation it owes to the other party under
this Contract by reason of any transaction, loss, cost, damage,
expense, or liability which shall occur or arise .jor the circum-
stances, events, or basis of which shall occur or arise) prior to
such termination. It is the intent of the parties hereby that any
such Qbligation owed (whether the same shall be known or unknown at
the termination Qf this Contract or whether the circumstances,
-31-
94438.1.2462.05:2
#1304
# (1304)
#1305
#1306
#1307
#1308
# (1308)
#1309
#1310
#17
# (17)
events, or
termination
Contract.
basis of the same ghall be known or unknown at the #1311
of this Contract) shall survive the termination of this #1312
# (1312)
aECTION. 27. Construction
#1314
Section headings and the table of contents have been #(1314)
inserted in this Contract as a matter of convenience of reference #1315
gnly, and it is agreed that such section headings and table of Pon- #1316,1:
tents are not a part of this Contract and will not be used in the #(1317)
interpretation of any of the provisions of this Contract. #1318
SECTION 28. Prior Contracts Amended and Restated
This Contract amends and restates in its entirety the Power
Sales Contract Oated for convenience as of December 1, 1985 between
the Authority and the Member as such Power Sales Contract was hereto-
fore supplemented by a supplemental Power Sales Contract dated for
convenience as of March 28, 1986 between the Authority and the Member
and is intended to constitute the sole evidence of and entire agree-
ment of the parties with respect to the subject matter hereof.
#1318.2
#(1318.;
#1318.3
#1318.4
#1318.5
#1318.6
#1318.7
# (1318.'
.IN WITNESS WHEREOF, the Authority and the City of Fairhope #1320
have caused t_his Contract to be executed in their respective names, #1321
have caused their Lespective seals to be hereunto affixed, have #1322
caused this Contract to be attested, all by their duly authorized #1323
officers, in six (6) eounterparts, each of which shall be deemed an #1324
-32-
94438.1.2462.05:2
#17
#(17)
original, and have caused this Lontract to be dated for convenience #1325
as May , 1986, although actually -executed by the Authority on #1326
1986 and actually gxecuted by the Member on #1327
1986. # (1327)
Attest:
Secretary
(SEAL)
Attest:
( SEAL)
ALABAMA MUNICIPAL ELECTRIC #1330
AUTHORITY #(1330)
#1332
��b a #1333
#1335
#1337
#1338
#1339
CITY OF FAIRHOPE, ALABAMA #1341
LOY .- #1343
itle #1344
4
#1346
_33-
#1348
#1349
#17
94438.1.2462.05:2 #(17)
CITY OF FAIRHOPE
Schedules A-1 thru A-6
A-1 SEPA Allocation
4036 KW or 4197 KVA (6/85-6/86)
A-2 Other Excluded Power Supply Resources
IN ,t
A-3 Point of Delive
115 KV Gang Switch on 115 KV incoming line at City's Twin Beech
115/46 KV Substation at South End of Young St. with Cap. of 40 MVA.
A-4 Point of Measurement
115 KV Metering Equipment on incoming 115 KV supply at City's Twin
Beech Substation
A-5 Addresses
City of Fairhope
P. 0. Box 429
Fairhope, AL 36532
A-6 Special Conditions of Service
NONE
Effective December 1, 1985
Alabama Municipal Electric Authority
P. 0. Drawer 5220
Montgomery, AL 36103
: ch,t :dkl le B
Page 1 of 7
ALABAMA MUNICIPAL ELECTRIC AUTHORITY
RATE SCHEDULE
1. AVAILABILITY
Services under the Rate Schedule are available to all Members
of Alabama Municipal Electric Authority (the "Authority")
under the terms and conditions contained in the Power Sales
Contracts dated as of December 1, 1985, between the Authority
and its Members subject to the terms and conditions of the
Agreement for Partial Requirements Service and Complementary
Services, (the "PR Agreement") between Alabama Power Company
(the "Company") and the Authority, and the Guaranty and
Indemnity Agreement, between the Company and each Member that
entered %into a Power Sales Contract with the Authority. All
terms used in the Rate Schedule that are defined terms in a
Member's Power Sales Contract with the Authority shall be
deemed to -have the meaning given to them in that Contract.
The Rate Schedule is applicable for all electric power and
energy which a Member shall require for the operation of its
electric utility system or ,Integrated Utility System over and
above the power and energy supplied by the Excluded Power
Supply Resources. The Rate Schedule is applicable for all
I. services rendered to a Member pursuant to that Member's Power
Sales Contract with the Authority commencing with the Service
Commencement Date until changed by the Authority pursuant to
the provisions of the Member's Power Sales Contract.
Effective for December 1, 1985 for 1986 billings
and thereafter -
Schedule B
Page 2 of 7
2. MONT1{LY RATE - FULL REQUIREMENTS SERVICES
(1) Service at Distribution Voltage
(Nominal Voltage of 25 kV or less):
Charge for Billing Demand:
$10.451 per kVA of billing demand
Charge of Energy:
2.15 cents per kWh
(2) Service at Subtransmission Voltage
(Nominal Voltage of 46 kV):
Charge for Billing Demand:
$9.976 per kVA of billing demand
Charge for Energy:
2.15 cents per kWh
c
(3) Service at Transmission Voltage
(Nominal Voltage of 115 kV):
Charge for Billing Demand
$9.451 per kVA of billing demand
Charge for Energy:
2.15 cents per kWh
3. MONTHLY RATE - GENERATING SUPPORT SERVICES
(This section reserved for future use and is to be amended to
provide the rate for payments by a Member for Generating
Support Services for Excluded Poorer Supply Resources provided
to a Member pursuant to Section 3.(b) of the Members Power
Sales Contract at the time Generating Support Services are
required by a Member.)
-11. L,.xe for oecember 1, 1985 for 1986 billings
and there.s,fter
a
Schedule B
Page 3 of 7
4. MONTHLY CHARGES - DISTRIBUTION PROJECTS
(This section reserved for future use and is to be amended to
provide the charges to be paid by a Member for Distribution
Projects furnished by the Authority pursuant to Section 4.(c)
of the Member's Power Sales Contract.)
5. DETERMINATION OF BILLING DEMAND AND ENERGY -FULL REQUIREMENTS
SERVICES
A. Billing Demand:
The kilovolt -ampere metered demand for each Point of Delivery
shall be the measured maximum integrated fifteen -minute demand
delivered by the Authority during each service month appropri-
ately adjusted to preclude the duplication of any demand that
may have been occasioned by switching of load between Points
of Delivery points served by the Authority.
The kilovolt -ampere billing demand for each Point of Delivery
shall be based on the measured maximum integrated fifteen -
minute demand supplied b%y the Authority exclusive of the
capacity associated with Excluded Power Supply Resources
delivered by the Authority to the Member during each service
mouth, provided that the billing demand shall not be less than
75% of the billing demand established during any of the eleven
preceding months.
When a new Point of Delivery served by the Authority is added,
the previous eleven monthly metered demands at each Point of
Delivery from which load is transferred to the new Point of
Delivery shall be appropriately reduced, for the purpose of
future determinations of the kVA of billing demand.
B. Billing Energy:
The kilowatt hour billing energy for each Point of Delivery
shall be based on the metered energy supplied by the Authority
exclusive of the energy associated with Excluded Power Supply
Resources and Generating Support Services.
Effective for December 1, 1985 for 1986 billings
and thereof.ter
Schedule B
Page 4 of 7
6. DETERMINATION OF BILLING DEMAND AND ENERGY- GENEFJ TING SUPPORT
SERVICES
(This section reserved for future use and is to be amended to
provide the rate of payments by a Member for Generating
Support Services for Excluded Power Supply Resources provided
to a Member pursuant to Section 3.(b) of the Member's Power
Sales Contract at the time Generating Support Services are
required by a Member.)
7. MINIMUM BILL
In the event that, during any portion of any billing period,
electric power is made available but is not taken and
received; a minimum' payment shall be made for such avail-
ability in an amount equal to the product of the charge for
Billing Demand and the Billing Demand computed as provided in
this Rate Schedule except that, for such purpose, the Billing
Demand for such billing period shall be based upon the Billing
Demand that would have otherwise been taken as evidenced by
the total electric power consumed by the Member's customers
during the billing period.
8. ADJUSTMENT FOR LOCAL TAXES OR PAYMENT IN LIEU OF LOCAL TAXES
t
In the event any privilege, license, occupational, or other
similar tax or payment in lieu of a tax is imposed upon the
Authority, by or pursuant to a local act of the Alabama
Legislature, or by or pursuant to a general act of such
Legislature having local application or under or pursuant to
any authority granted by or in any such act, and such tax or
payment in lieu of tax is limited to an area of territory
(hereinafter called local area) less than the entire State of
Alabama, there shall be added to the rates and charges stated
in this tariff amounts which in the aggregate for the
Authority's customers or consumers in such local area shall be
equal to the amounts of any such tax or payment in lieu of tax
imposed upon the Authority. The Authority shall, so long as
any such tax or payment in lieu of tax is in effect, add to
the bills of its Members in such local area pro rats, on the
basis of the revenue derived 'by the Authority from such
customer, an amount sufficient to recover any such tax or pay-
ment in lieu of tax.
9. OTHER TAX ADJUSTMENTS
With respect to the municipal license or privilege taxes paid
by the Authority, adjustments shall be wade to the Member's
bill rendered cubseq,cnt to payment by the Authority of
license or other privilege taxes levied by a municipality in
,an emount equal to the payment made by the Authority to the
municipality.
Z,fractive for December 1, 1985 for 1986 billings
and_thereifter
Schedule 13
Page 5 of 7
10. ENERGY COST ADJUSTMENT
On electric energy delivered during the current billing month,
an estimated adjustment shall be made to the energy charge per
kilowatt-hour delivered whenever the estimated monthly cost of
energy is above or below a base cost of 19.136 mills per kilo-
watt-hour. Such estimated adjustment per kilowatt-hour of de-
livered energy cost, computed to the nearest thousandth of a
mill, shall be calculated as follows:
Estimated Energy Cost Adjustment Factor Per Kilowatt-hour of
FM Fb
' L
Energy e - x 1.0 -
100
• Sm Sb
WHERE: "F" is the energy cost of purchased power issued to
Account 555 (Purchased Power Expense) of the Federal Energy
Regulatory Commission's Uniform System of Accounts; and "Fb"
is the'cost of "F", above in the base period; and "Fm" is the
cost of "F", above as projected by the Authority for the
applicable six-month period (April through September or October
through March) in which the current billing month is included.
WHERE: "S" is the total kilowatt-hour sales, and "Sb" is the
total sales of "S", above in the base period; and "Sm" is the
total sales of "S", above as projected by the Authority for
the applicable six-month period (April through September or
October through March) in which the current billing month is
included.
WHERE: "L" is the energy loss adjustment factor defined as
the weighted average energy losses incurred by the Authority in
delivering electric energy during the current month.
In addition to the Estimated Energy Cost Adjustment Factor per
Kilowatt-hour of Energy, an .adjustment will be applied during
the last four months of each subsequent six-month period in a
dollar amount equal to the sum of the followings.
A. The dollar amount equal to the difference between the
monthly energy cost adjustment charges based upon actual
energy costs and actual sales during the preceding six-month
period and monthly adjustment charges collected during the
same six-month period.
1, . yu.+ Lur l.yoa D1111nge
and theren6ter _-
Schedule B
Page 6 of 7
B. Interest computed semi-annually on the average total
dollar amount, such average being the total dollar amount as
determined in Paragraph A above divided by two, at the average
of the prime lending rate reported in the Wall Street Journal
for the last day of each of the applicable billing months (in
the event one or more of such reports indicates a range of
such rates, the average of the two limits shall be used in the
calculation) and
C. Interest computed monthly for the two months following
each six-month period on the total amount determined in
Paragraphs A and B above at the average of the prime lending
rate reported in the Wall Street Journal for the last day of
the month ending the six-month period and the last day of
the succeeding month (in the event one or more of such reports
indicates a range ' of such rates, the average of the two
limits sha11 be used in the calculation).
The dollar amount determined by the
B, and C above shall be collected
amounts during the last four months of
sum of Paragraphs A,
or refunded in equal
each six-month period.
Two moat hs prior to the beginning of a six-month period,
the Authority shall provide each Member, or the desig-
nated representative of a Member, the projected energy
cost (Fm) by components, projected kWh sales (Sm), and
the calculations of the Estimated Energy Cost Adjustment
Factor per Kilowatt-hour of Energy that will be applicable
for the _succeeding six-month period. Within two months
from the. end of any six-month period, the Authority will
provide each Member or the designated representative of a
Member, the calculations of the amounts actually collected
from the Member in the preceding six-month period and the
amounts that. will be collected or refunded during the
last four months of the current six-month period.
11. VOLTAGE SPECIFICATION
Should the Point of Delivery voltage regularly exceed a limit
of five per cent (5%) above or five per cent (5%) below the
voltage specified in Schedule A-3 to the Member's Power Sales
Contract, the Authority will, upon written notice thereof from
the Membea, promptly use its best efforts to bring the Point
of Delivery voltage within the five per cent (5%) prescribed
Effective for December 1, 1985 for 1986 billings
And thereafter
P.; j;e 7 o f 7
limit. In order to assure that the Point of Delivery voltage
is within the five per cent (5%) prescribed limit, the
Authority will use its best efforts to advise the Member of
any change in the Authority's voltage levels which would
require changes in tap settings of the Member's substation
transformers.
12. LATE PAYMENT CHARGE
In the event the amount due under a bill for services is not
paid at the Authority's principal office in Montgomery,
Alabama, within fifteen (15) days next succeeding the date
rendered, the amount due under the bill shall accrue interest
from that date at the rate of nine per cent (9%) per annum or
at such other rate as may be determined by the Authority until
the date the bill has been paid in full. Any applicable
interest shall be due and payable at the time payment of the
amount due under the bill it made.
13. APPLICATION OF MONTHLY RATE
The monthly rate provided for Full Requirements Services
and Generating Support Services in the Rate Schedule shall
apply separately for each Point of Delivery.
Unless otherwise expressly provided, the word "month" as used
in the Rate Schedule shall not be construed as meaning or
referring to a calendar month, but shall refer to and mean the
period between consecutive meter readings taken for billing
purposes. Meters shall be read at intervals of approximately
thirty (30) days for the purpose of determining the Member's
maximum integrated fifteen -minute demand and the energy
consumed, and the rates and charges provided in the Rate
Schedule shall be based upon such readings.
w••�- -� LVE uecemaer 1, 1955 for 1986 billings
and thereaLter