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Item 4D - MemoCITY OF SOUTHLAKE MEMORANDUM January 20, 2026 To: Alison Ortowski, City Manager From: Lauren LaNeave, Interim Director of Public Works Item 4D Subject: Item 41): Approve an Electric Utility Service Agreement with Tri-County Electric Cooperative, Inc. to provide for the installation and operation of electric utility services at the Southlake Municipal Service Center in an amount not to exceed $130,000. Actions Requested: Item 4D: Approve an Electric Utility Service Agreement with Tri- County Electric Cooperative, Inc. to provide for the installation and operation of electric utility services at the Southlake Municipal Service Center in an amount not to exceed $130,000. Background Information: The purpose of this item is to seek City Council approval of an Electric Utility Service Agreement with Tri-County Electric Cooperative, Inc. (TCEC) to provide for the installation and operation of electric services at the Southlake Municipal Service Center (MSC) in an amount not to exceed $130,000. TCEC is the utility company that provides electrical power to the area where the Southlake Municipal Service Center will be located. Under this agreement, TCEC will coordinate the installation of its facilities or infrastructure and will provide project management services that are necessary to install its electric utility services to the site. Their scope includes the installation of the electrical transformer for the Administration Building and the transformer for the rest of the site and connecting the transformers to the primary electrical power source. In return, the City agrees to provide TCEC with the necessary easements for the electric utility infrastructure, install the electric conduits and transformer pads, and to pay TCEC $118,480 for work performed by TCEC to provide electric services to the site. This item is a key element of project and is necessary to provide electric power to operate the equipment at the MSC. Page 1 of 4 Item 4D Financial Considerations: TCEC's total not to exceed amount of $130,000 includes the agreed upon fee of $118,480 plus a $11,520 (10%) contingency. The Contingency would only be used for addressing issues that were not anticipated prior to construction. Funding for this item is available in the Capital Improvements Program as part of the Southlake Municipal Service Center and Public Safety Training Tower (MSC & PSTT) project. Strategic Link: This item links to the City's Strategy Map strategic focus areas are Safety & Security and Infrastructure & Development. It specifically relates to the City's Corporate Objectives F2: Investing to provide & maintain high quality public assets and 132: Collaborating with select partners to implement service solutions. Citizen Input/ Board Review: Not Applicable. Legal Review: The Electric Utility Service Agreement has been reviewed and approved by the City Attorney. Alternatives: The City Council may approve or deny the Electric Utility Service Agreement. Supporting Documents: • Attachment A: Electric Utility Service Agreement (Southlake Municipal Service Center) Staff Recommendation: Item 4D: Approve an Electric Utility Service Agreement with Tri- County Electric Cooperative, Inc. to provide for the installation and operation of electric utility services at the Southlake Municipal Service Center in an amount not to exceed $130,000. Staff Contact: Lauren LaNeave, Interim Director of Public Works Mamerto A. Estepa, Jr., Project Manager Page 2 of 2 ATTACHMENT A ELECTRIC UTILITY SERVICE AGREEMENT (Southlake Municipal Service Center) In consideration of the mutual promises, rights granted, covenants, terms, and conditions contained in this Electric Utility Service Agreement (the "Agreement"), the Parties agree as follows: 1. Parties: 1.1 Tri-County Electric Cooperative, Inc., 600 Northwest Parkway, Azle, TX 76020 ("TCEC"). 1.2 City of Southlake, a Texas home rule municipal corporation, 1400 Main Street, Suite 320, Southlake, TX 76092 ("DEVELOPER"). 2. Purpose: 2.1 The purpose of this Agreement is to provide for the installation and operation of certain electric utility services and other services and considerations mutually agreed to by TCEC for the benefit of the Development (as defined in Section 3.1) that is subject to development for municipal use. By virtue of this Agreement, TCEC and DEVELOPER herein agree to coordinate installation of services and to establish a coordinated plan for long-term provisions of electric utility services for the Development. 2.2 Pursuant to this Agreement, DEVELOPER agrees to make available to TCEC the necessary consents, easements, surveying/staking, and access for TCEC to enter onto the Development to install the infrastructure for the provision of electric utility services to the Development. The easements will be provided for on the final plat of the property through dedicated utility easements, rights of way, or by separate instrument, when authorized by applicable law, and all easements as they relate to electric utility service must be mutually agreed to by TCEC and DEVELOPER. 2.3 TCEC shall coordinate the installation of its facilities or infrastructure and will provide the project management services necessary to install its electric utility services according to a schedule mutually acceptable to both TCEC and DEVELOPER. Each Party agrees to negotiate in good faith to establish a commercially reasonable schedule for installation of TCEC's facilities or infrastructure. 3. Description of Development: 3.1 The property or land for development subject to the terms and conditions of this Agreement is owned by the City of Southlake, Texas, and is generally described as the Southlake Municipal Service Center. 3.2 The proposed electric service plan is attached as Exhibit A, which is incorporated by reference for all purposes. 4. Term: 4.1 The term of this Agreement shall be for ten (10) years from the date of execution (the "Effective Date"). 5. Rights Granted to TCEC: 5.1 DEVELOPER agrees to and will take all necessary actions to grant, convey, and transfer to TCEC all easements necessary to provide utility services. Should DEVELOPER not grant TCEC easements in a timely manner and therefore cause TCEC to incur expenses to obtain said easements, DEVELOPER shall cover the expenses associated with TCEC's procurement of the necessary easements. 5.2 During the term of this Agreement, if, as and when DEVELOPER enters into contracts with any building contractors, the City shall ensure that the plans and specifications for said buildings and structures shall be constructed with systems that use electrical energy as the primary input for any central cooling system. 5.3 DEVELOPER shall be responsible for the removal of any existing trees or brush located within the easement areas TCEC is installing its facilities within. TCEC shall have the right to cut, trim or remove trees, shrubs, bushes and vegetation within the TCEC easement area, which may interfere with the use and maintenance of its facilities. 5.4 DEVELOPER grants TCEC the right to provide exclusive supply of electric power and energy to the Development, but only to the extent permitted by law, the Charter of the City of Southlake, and the terms and conditions of any Franchise Utility Agreement between the DEVELOPER and TCEC, and subject to the terms and conditions of this Agreement. 5.5 DEVELOPER shall assign the rights under this Agreement to any subsequent purchaser of the Development should DEVELOPER pass or convey title during the term of this Agreement. 5.6 DEVELOPER shall advise, inform, and expressly communicate to any subsequent purchaser of the Development, or any portion thereof, that TCEC has rights and privileges relative to providing electric utility services to the Development, and that these rights possessed by TCEC will be binding upon any subsequent purchaser and its successors and assigns. 5.7 TCEC will retain ownership of all TCEC facilities and infrastructure. 6. Rights Granted to DEVELOPER: 6.1 TCEC will provide standard underground electric services and infrastructure within the Development of sufficient capacity to serve the proposed commercial buildings based on industry standards and engineering design and practices. DEVELOPER agrees to pay $118,480.31 to TCEC for work performed by TCEC in accordance with the Texas Prompt Payment Act, Texas Gov't Code Ch. 2251. 6.2 TCEC shall furnish, install, and maintain all of the underground electric distribution system including pad -mounted transformers and switchgears, not including the civil portion of the scope. 6.3 DEVELOPER will provide all trenching, material, excavation, and installation of electric conduits, transformer and switchgear pads, enclosures, and other civil related items necessary for the completion of the civil scope to TCEC's specifications. DEVELOPER will cover and compact the trench during the initial installation and maintenance and for providing fill and compaction for any subsequent trench maintenance. DEVELOPER must provide confirmation of final grade prior to beginning any excavation work. TCEC will not be responsible for the hauling and disposal of construction/excavation spoils. Upon final inspection and acceptance, the civil scope of the installation shall be owned and maintained by TCEC. 7. Assignment of Rights: 7.1 With the exception of any assignment pursuant to Section 5.5 above, neither Parry shall assign or transfer its rights or obligations associated with this Agreement in whole or in part without written notification to the other Party and subsequent approval of assignment. 8. Existing Contracts: 8.1 All existing agreements, if any, between the Parties relating to the Development are abrogated and superseded by this Agreement. Nothing in the foregoing shall preclude the Parties to this Agreement from preparing such supplemental agreements or contracts as they agree to be necessary or desirable to effectively administer the provisions of this Agreement. 9. Attorney Fees and Costs of Litigation: 9.1 In the event of litigation, the prevailing Parry shall be entitled to collect reasonable attorney's fees and other costs of litigation from the non -prevailing Parry. 10. Governing Law: 10.1 The validity, performance, and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles. Exclusive venue in any litigation under this Agreement shall be in state court in Tarrant County, Texas. 10.2 The provisions of this Agreement are severable, and in the event a portion of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, the remaining terms and provisions shall remain in full force and effect, valid, and enforceable. 10.3 This Agreement may be executed in multiple counterparts, each of which shall be considered an original, and all of which together shall be deemed to be one and the same instrument. 10.4 All notices, payments, consents, or presentments to be given pursuant to this Agreement by either Party shall be in writing, marked confidential if applicable, and shall be deemed given when personally delivered or when sent by certified or registered mail, return receipt requested, to the other Party, addressed to the Parties as shown below: TCEC, c/o President/CEO, 600 Northwest Parkway, Azle, Texas 76020. DEVELOPER, c/o City of Southlake, 1400 Main Street, Suite 320, Southlake, TX 76092 10.5 Facsimile transmissions shall not be considered as a valid notice and shall be used for general, non -confidential purposes and for transmissions of general information only. 11. Default: 11.1 Neither Parry shall be in default under this Agreement or in breach of any provisions herein unless and until such defaulting Party has been given written notice of such default and such defaulting Party shall have failed to cure such default within ten (10) working days after receipt of such notice with right to extend for diligent cure. Where a non -monetary default cannot reasonably be cured within ten (10) working days, if the defaulting Party shall proceed promptly within said ten (10) working days to cure the same and thereafter prosecute such curing with due diligence, the time for curing such non -monetary default may be extended for such a period of time as may be reasonably necessary to complete such cure. Upon the failure to cure any such default within the above periods, the Party giving notice of the default may thereupon terminate this Agreement or pursue any and all remedies available at law or equity. 11.2 If any Parry defaults in the payment of the amounts owing to the other Party hereunder, the defaulting Parry shall also pay to the other Party interest in accordance with the Texas Prompt Payment Act, Texas Gov't Code Ch. 2251. 11.3 If DEVELOPER breaches this Agreement, TCEC may seek relief as may be provided by Subchapter I of Texas Local Gov't Code Ch. 271, and the TCEC shall be entitled to all actual damages, but not any punitive, consequential, indirect, or special damages. If TCEC breaches this Agreement, the DEVELOPER may seek other relief as may be provided by law, and DEVELOPER shall be entitled to all actual damages, but not any punitive, consequential, indirect, or special damages. 12. Confidentiality: 12.1 The Parties proclaim and mutually agree that this Agreement is confidential and proprietary. Except as expressly required or permitted by Sections 5.5 and 5.6 above, neither Party shall disclose the existence of the terms and conditions of this Agreement without the express written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the previous sentences in this Section 12.1, or any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. 12.2 This Agreement shall not be recorded among any real estate records or any court records or county records without mutual agreement and written consent of both Parties. 13. INDEMNIFICATION, LIMITED WARRANTY, and LIMITATION OF LIABILITY: 13.1 TO THE FULLEST EXTENT ALLOWED BY TEXAS LAW, DEVELOPER SHALL RELEASE AND HOLD HARMLESS TCEC FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIENS, DAMAGES, CAUSES OF ACTION AND LIABILITIES OF ANY AND EVERY NATURE WHATSOEVER, ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO ANY OF DEVELOPER'S WORK OR OPERATIONS HEREUNDER, EXCEPT TO THE EXTENT CAUSED BY THE FAULT OR NEGLIGENCE OF TCEC. 13.2 TCEC SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS DEVELOPER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIENS, DAMAGES, CAUSES OF ACTION AND LIABILITIES OF ANY AND EVERY NATURE WHATSOEVER, ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO ANY OF TCEC'S WORK OR OPERATIONS HEREUNDER, EXCEPT TO THE EXTENT CAUSED BY THE FAULT OR NEGLIGENCE OF DEVELOPER. 13.3 Except as expressly set forth herein, TCEC makes no warranty, expressed or implied, including any warranty of merchantability or warranty of fitness for a particular purpose with respect to any TCEC facilities installed upon or in the Development, except that the same shall comply with standard electric utility construction practices, the National Electric Safety Code, and applicable laws and regulations of applicable regulatory or governmental authorities as they expressly apply to TCEC. In no event shall either Party be liable to the other or to any third party for any indirect, special, or consequential damages, including without limitation, loss of revenue, profits, or business opportunities. 13.4 The electric utility service contracted for herein is to be provided and taken in accordance with the provisions of this Agreement, the DEVELOPER'S City Charter, the Franchise Utility Agreement by and between the parties hereto, and TCEC's Tariff for Electric Service. Said Charter, Franchise Utility Agreement, Tariff for Electric Service is a part of this Agreement to the same extent as if fully set out herein, and is on file and available at TCEC's office and the DEVELOPER's office, as applicable. TCEC's liability is limited as provided in its Tariff for Electric Service. To the extent not otherwise superseded by applicable law, the City's Charter, or the Franchise Utility Agreement, DEVELOPER agrees to abide by and be bound by TCEC's Tariff for Electric Service. 13.5 Governmental Functions and Immunity. The Parties hereby acknowledge and agree that the DEVELOPER is entering into this Agreement pursuant to its governmental functions and that nothing contained in this Agreement shall be construed as constituting a waiver of the DEVELOPER's police power, legislative power, or governmental immunity from suit or liability, which are expressly reserved to the extent allowed by law. The Parties agree that this is an Agreement for goods or services to the DEVELOPER. To the extent a Court of competent jurisdiction determines that the DEVELOPER's governmental immunity from suit or liability is waived in any manner, or that this Agreement is subject to the provisions of Chapter 271 of the Texas Local Government Code, as amended, the DEVELOPER's immunity from suit may be waived only as set forth in Subchapter I of Chapter 271, Texas Local Government Code. Further, the Parties agree that this Agreement is made subject to all applicable provisions of the Texas Civil Practice and Remedies Code, including but not limited to all defenses, limitations, and exceptions to the limited waiver of immunity from liability provided in Chapter 101 and Chapter 75. 13.6 Texas Boycott Prohibitions. To the extent required by Texas law, TCEC verifies that: (1) It does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined in Texas Government Code § 2274.001, and that it will not during the Term of this Agreement discriminate against a firearm entity or firearm trade association; (2) It does not "boycott Israel" as that term is defined in Texas Government Code § 808.001 and 2271.001, and it will not boycott Israel during the Term of the Contract; (3) It does not "boycott energy companies," as those terms are defined in Texas Government Code §§ 809.001 and 2276.001, and it will not boycott energy companies during the Term of the Contract; (4) It does not engage in scrutinized business operations with Sudan, Iran, or designated foreign terrorist organization as defined in Texas Government Code, Chapter 2270; and (5) It is not owned by or the majority of its stock or other ownership interest is held or controlled by i) individuals who are citizens of China, Iran, North Korea, Russia, or a designated country as defined by Texas Government Code § 2275.0101; or ii) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; nor is it headquartered in China, Iran, North Korea, Russia, or a designated country. 14. Execution: IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the day of 2025. DEVELOPER: CITY OF SOUTHLAKE NAME: TITLE: TCEC: TRI-COUNTY ELECTRIC COOPERATIVE, Inc., a Texas cooperative corporation :• NAME: Andrea McCleese TITLE: Sr. VP, Engagement & Solutions Page is too large to OCR.