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052821 Friday Staff Report „ City Manager's Office 215 E. McKinney St., Denton, TX 76201 • (940) 349-8307 DENTON MEMORANDUM DATE: May 28, 2021 TO: The Honorable Mayor Hudspeth and Council Members FROM: Sara Hensley, Interim City Manager SUBJECT: Staff Report I. Council Schedule A. Meetings 1. Agenda Committee on Thursday, June 3, 2021, at 8:00 a.m. in the City Hall Conference Room. 2. Downtown Economic Development Committee on Thursday, June 3, 2021, at 8:30 a.m.via video/teleconference—City Council Work Session Room. 3. Health and Building Standards Commission on Thursday, June 3, 2021, at 3:00 p.m. via video/teleconference—City Council Work Session Room. IL General Information & Status Update A. Man Charged with Attempted Aggravated Kidnapping — The attached press release disseminated on May 26 details information regarding Denton Police Department's arrest of a man on an Attempted Aggravated Kidnapping charge stemming from an incident earlier this month. Staff contact: Allison Beckwith, Police B. Follow-up on Proposed Council Committees from Mayor Hudspeth— Following the discussion during the City Council meeting on Tuesday, May 25, Mayor Hudspeth reviewed the video of the discussion and has provided the information below for Council review and consideration. Please note that Council Member Davis currently has a motion on the table to approve the list as presented(during the meeting). Mayor Pro Tem Meltzer's motion was to postpone the item to the next regular meeting and subsequently clarified June 8. Mayor Hudspeth would like the City Council to consider his comments/recommendations below for revised appointments. He is requesting that Council contact staff with any comments or feedback on your proposed individual appointments by Wednesday, June 2, at noon for staff to compile any feedback to him in advance of the meeting. Staff contact: Sarah Kuechler, Chief of Staff/Rosa Rios, City Secretary's Office OUR CORE VALUES Integrity • Fiscal Responsibility • Inclusion • Transparency • Outstanding Customer Service From Mayor Hudspeth: I am asking that the majority of the Council vote to move forward and appoint the Council committees with updated notes below. I have amended my request after the discussion at Tuesday's City Council meeting per the existing resolution/policy/practice. With the pending budget work sessions and discussions throughout the summer until adoption in September, I do not believe it is in our best interest to redirect staff time to recreate our established process. I believe that the existing process works and I "trust the process." As shown on Tuesday, the City Council serves as a check against the Mayor's appointment responsibility. I did not wish to change the suggested appointments "at that time," as I believe it would have been premature to do so before Council took a position/action on Council Member Davis' motion. I would also like to note that there were many committees that Council agreed on and are able to move forward as originally presented. Council approves the committee appointments, which can be accomplished through the current process without encumbering more Council and staff time. This year will be one of the hardest budget discussions a Denton City Council will face due to the effects of the pandemic and winter storm event on the upcoming budget. I would like the City Council to consider my updated proposed appointments based upon the discussion and feedback as shown below. Separately, I am also requesting a one-minute pitch for the June 8tn meeting to gauge possible consensus to review the relevance and viability of the Council committees. Council Committees Airport Committee Updated Proposal: If Council agrees to the one-minute pitch and a separate work session, propose to temporarily postpone appointments and discuss making this an inactive committee Prior Elected Officials Serving:Meltzer, Davis, Ryan Elected Officials Originally Selecting Interest:Meltzer, Davis Notes: Mayor Pro Tern Meltzer offered to be removed from the committee for others to serve. I would like to discuss making this committee inactive due to lack of interest and that items that would be presented to this committee are duplicative and can be provided to full Council to better leverage everyone's time. Audit Finance Committee Updated Proposal: If Council agrees to the one-minute pitch and a separate work session, propose to temporarily postpone these appointments and discuss making this an inactive committee Prior Elected Officials Serving:Meltzer, Armintor, Ryan Elected Officials Originally Selecting Interest:Meltzer (optional), Armintor Notes: Mayor Pro Tern Meltzer offered to be removed from the committee for others to serve. I would like to discuss making this committee inactive due to lack of interest and that items that would be presented to this committee are duplicative and can be provided to full Council to better leverage everyone's time. 2 Committee on the Environment Updated Proposal: Davis, Beck, Armintor Prior Elected Officials Serving:Meltzer, Davis, Baker Elected Officials Originally Selecting Interest: Meltzer, Davis, Beck (high interest), Armintor Notes: Mayor Pro Tern Meltzer offered to be removed from the committee for others to serve. I have reflected that feedback with an updated proposal for Davis, Beck, and Armintor to serve. Development Code Review Committee Notes: This committee falls outside of the Mayor-appoints,Council-approves process. I believe this item should be discussed and placed as a separate item for Individual Consideration. Prior Elected Officials Serving:Davis, Johnson, Ryan Elected Officials Originally Selecting Interest: Davis, Maguire, Beck (high interest), Armintor, Byrd C. New Organizational Value—Over the past year,the City has increasingly focused our efforts on diversity and inclusion initiatives as an integral part of our employee and organizational success. Appropriately, staff are very excited to announce the addition of the new value of"inclusion" to the City's core values. The City defines inclusion as: Creating a culture where all people feel a sense of belonging and support by respecting and valuing each other and our differences. This value of inclusion joins our other 4 values in defining what the City stands for, who the City wants to be as an organization, and what the City is working towards going forward. The City will be working to update communication materials to reflect the now five values, and building additional, inclusion-related engagement and educational opportunities for staff over the summer. Staff contact: John Nelsen, Human Resources INTEGRITY Making sure that with every decision we make,our actions match our values. FISCAL RESPONSIBILITY Ensuring that people can trust that we use public funds conscientiously,with the community's best interest in mind. INCLUSION Creating a culture where all people feel a sense of belonging and support by respecting and valuing each other and our differences. TRANSPARENCY Building an environment of trust by interacting with others honestly as well as collecting and sharing clear and concise information. OUTSTANDING CUSTOMER SERVICE �. \ Employing a holistic approach to problem-solving and providing responsive service that goes above and beyond expectations. 3 D. Downtown TIRZ No. 1 Appointments — There are currently two vacant seats on the Downtown TIRZ No. 1 Board, both with unexpired terms. A summary of the TIRZ Board of Directors, their qualifications, and terms is below (seats for consideration highlighted). Per the City's Committee appointment process, Council Member Beck indicated interest in being appointed to the seat vacated by former Council Member Baker. The other seat was previously held by Eric Pruett,which was vacated upon his appointment to the Planning and Zoning Commission. This vacant seat requires appointment of a "Qualified Voter of the City of Denton." As has been done in the past, staff is distributing a separate application for appointment to this seat. The application is attached and will be posted on the Downtown TIRZ No. 1 page on the City's website. Anyone interested in serving on the Downtown TIRZ No. 1 Board should complete the application and indicate which qualifications they meet. Applications should be returned by June 11, 2021. Eligible applicants will be presented to the City Council for consideration in late June. Staff contact: Jessica Rogers, Economic Development Members Qualification Current Term Vacant(formerly Connie Baker) City Council Member 2019-2021 Council Member Paul Meltzer City Council Member 2020-2022 Alex Payne Pro ert Owner or Resident of Zone 2019-2021 Melissa Lenabur Chair Property Owner or Resident of Zone 2019-2021 Ben Esely Business Owner 2020-2022 Jimmy Meredith Business Owner 2019-2021 lified Vote E. Denton County Eviction Prevention Update — Between CARES Act funded work in 2020 and ERA-funded work in 2021, emergency funding has kept 3,102 unique households from eviction,preventing an 852%increase in homelessness since the start of the pandemic. Denton residents received 1,627 months of rental assistance in 2021, totaling 35.6% of all eviction prevention resources provided in the county this year. The United Way of Denton County (UWDC) identified a potential gap in service provision to Hispanic/Latino households. To address this gap, UWDC developed Spanish marketing materials and expanded their outreach to engage with community organizations and media groups that can help reach this population. Seventy percent (70%) of Denton County households aided by eviction prevention dollars currently have incomes less than 30% of the Area Median Income (AMI) for their household size. Half of all households aided with eviction prevention dollars in the county are currently unemployed. One of the most common barriers to regaining employment has been a lack of childcare, especially for those parents who elected to keep their kids in virtual learning. One quarter of households aided with eviction prevention dollars in the county remain underemployed,with their hours and/or wages continuing to remain limited compared to their pre-pandemic work. A further 9% of households are currently unable to work, a mixture of people with disabilities, people with kids at home not receiving unemployment,retirees, and a few"long haulers"still experiencing the prolonged effects of COVID-19. Attached is the weekly update, along with the AMI chart and promotional materials. Staff contact: Courtney Cross, Community Services 4 F. State Legislative Action Update — City staff and legislative consultants have been actively involved in upholding Council's adopted 2021 legislative program over the course of the State Legislature's regular session. The end of the regular session is Monday, May 31, but critical legislation will be heard throughout the weekend. The City's list of priority bills being monitored and their status is attached. The following are brief summaries and updates from this week on proposed legislation: • It is expected that there will be at least one special session(regarding redistricting) in the fall with potential for another special session after the end of the regular session to address any legislative priorities that were not resolved in the session; • SB 1646, HB 1399, and SB 29 regarding transgender minors are no longer being considered; • HB 1925 regarding prohibitions of camping in a public place fully passed both houses and is headed to the Governor's desk; and • HB 4492 relating to the restructuring of certain electric utility providers and SB 3 relating to preparing for, preventing, and responding to weather emergencies, power outages, and other disasters are both now in conference committee. Final reports from conferees is Sunday at noon. Staff continually engaged the Denton delegation directly and via legislative consultants over the past week as bills were heard on the floor of both houses in a flurry of action in anticipation of the respective deadlines. Staff will provide further updates following the end of regular session. Staff contact: Rachel Balthrop Mendoza, City Manager's Office G. Utility System Extendable Commercial Paper Notes Issuance - On January 12, 2021, City Council approved Ordinance 20-2276 establishing the Utility System Extendable Commercial Paper Program (Utility ECP) which was amended on February 23, 2021 for a maximum of$300 million (Ordinance 21-355). Commercial paper is a short- term financing tool which allows the City to access cash quickly, as needed. Issued notes mature in 90 days with the option to refinance to long-term bonds. At the February 19, 2021 Emergency Special Called Meeting, Council directed staff to issue $100 million of notes, with proceeds received the same day, to meet the Electric Fund's immediate cash flow needs associated with the Winter Storm Uri event. Winter Storm Uri had a net impact of$140 million to the Electric Fund. During the April 20, 2021 City Council meeting, Council directed staff to refinance the $100 million in outstanding notes with 30-year bonds and issue an additional $40 million in notes. The additional $40 million in notes were issued, and proceeds received May 20, 2021. The refinancing plan for the $40 million in notes will be discussed with City Council during the budget process this summer. Staff contact: Cassey Ogden H. American Legion Hall Senior Center Update — Staff recently received an updated schedule on the ALH project from the contractor which extended the completion date to October 22, 2021 from the previously anticipated date in August 2021. This additional delay is an unfortunate result of continued supply-chain delays (4-6 weeks) 5 that are unavoidable. The City's Project Management consultant,Peak Program Value (PPV), is working closely with the architect, contractor, and staff to End scheduling improvements and identify any potential project funding issues. While the entire building will not be open for the Juneteenth events,the contractor is focused on having the restrooms open and is also preparing a safe environment for the public by removing the construction fencing and cleaned up the area around the building. Staff Contact: Drew Huffman, Parks and Recreation/Scott Gray, Facilities Management I. City-Hosted Community Meetings Update—Following the recent guidance from the CDC and the Denton City Council, the City has updated its community meeting guidelines to include an in-person meeting option for City hosted community meetings. (Examples of these community meetings are neighborhood meetings for City planned construction projects, feedback sessions, Master Plan meetings, etc. These community meetings do not have statutory requirements and are only to gather feedback or informational sessions.) Effective Tuesday, June 1, City departments will have the option to host an in-person community meeting in addition to a virtual community meeting of the same meeting topic and presentation materials no more than two weeks apart. To provide all members of the community with an option to attend and participate, departments will be able to either: • Host a virtual community meeting open to all members of the public; or • Host an in-person community meeting and a virtual community meeting open to all members of the public. Departments that choose to host a virtual and in-person community meeting will be required to adhere to Governor Abbotts Executive Order GA-36 prohibiting cities from requiring persons to wear a face covering.The City continues to recommend face coverings and social distancing for those who are not fully vaccinated. Signage and posters with the guidance will be placed at City facilities. Staff contact: Stephanie Yates, Public Affairs J. Discuss Denton — Following the recent launch of City's new engagement platform, Discuss Denton, staff continues to promote the site to community members and publish new engagement opportunities to encourage feedback and involvement in the progress of featured City projects. Two new projects were featured on Discuss Denton this week, the Comprehensive Plan Update: Denton 2040 and the ADA Transition Plan Update. Both projects include background information on the plans and at least one feedback tool such as a Q&A form or survey where community members are asked to share their input on the current or upcoming phase of the projects. Staff contact: Stephanie Yates, Public Affairs K. June/July Resident Update — The June/July issue of the Resident Update newsletter (attached) is scheduled for delivery to Denton homes the week of May 31, 2021. This issue features information about the City's new Discuss Denton community engagement platform; the reopening of City facilities, including face covering recommendations; summer events and activities; Denton Police Department's gun violence initiative; and more. Staff contact: Justin Harmon, Customer Service and Public Affairs 6 L. Denton Public Library Summer Reading Challenge — The Denton Public Library is excited to launch its annual Summer Reading Challenge on Thursday, May 27. The program, which runs until Saturday, July 31, builds literacy skills, encourages a love of reading, and helps prevent summer slide. This literacy program encourages people of all ages to read during the summer, track their reading time online, and earn prize books and raffle entries. The library would like to extend thanks to the Friends of the Denton Public Libraries for generously providing funding for the 2021 Summer Reading Challenge prize books. Visit the following website to register for the program: Denton.ReadSquared.com. For more information, please call (940) 349- 8752. Staff Contact: Kasey Fanucchi, Libraries M. Milkweed Planting—This week,City staff and five community volunteers planted 205 milkweed plants behind Fire Station 7 at 4201 Vintage Boulevard. The milkweed plants were awarded to the City by Monarch Watch's"Bring Back the Monarchs Grant Program." Sustainability has received this grant in 2019, 2020, and now in 2021. The goal of this program is to restore habitats for monarchs,pollinators, and other wildlife as well as to create a waystation for monarch butterfly migration. This site was chosen to help reestablish the natural landscape after a controlled burn last year on acreage included in the City's new Wildflower Planting Program. Staff contact: Daniel Jones, Grants Administration i 1 - - t 7 N. Kiwanis Fireworks Show — The 49th Annual Denton Kiwanis Fireworks Show will be held at C.H. Collins Stadium and adjacent parking lots on Sunday, July 4, from 5:00 p.m. to 11:00 p.m. A non-profit volunteer committee that serves as a fundraiser for the Denton Noon Kiwanis Club Children's Clinic organizes this public celebration of our national holiday. Since 1972, the Denton Noon Kiwanis Club has presented the Fourth of July Fireworks Show from the UNT Apache Stadium. This year,with the support of DISD, the show will be moved to the C.H.Collins Stadium. The Fireworks Show will include food, children's activities, and live music entertainment. All proceeds from the event fund the many youth services that the Denton Noon Kiwanis Club supports. Event organizers anticipate 20,000 in attendance. The Denton Noon Kiwanis Club is requesting the City of Denton participate as a co- sponsor for in-kind services and resources, which will be on the June 22 City Council agenda. In addition to a co-sponsorship, staff will also present a noise exception to Council. The Kiwanis Club will submit a completed Special Event Permit application with a traffic control plan to the City's Special Events Supervisor prior to the event. Event organizers are responsible for securing insurance and approvals necessary to host the event as stated in permit applications. The Special Events Supervisor will provide information to help facilitate these processes. Attached is the co-sponsorship request with the estimated co-sponsorship investment. Staff contact: Jennifer Eusse, Parks and Recreation O. Free Summer Lunch Food Pro-gram— Beginning Tuesday, June 1, at Denia Rec Center,North Lakes Rec Center, MLK Jr. Rec Center, and the Civic Center, the Free Summer Lunch program will begin. The program will be from 11 a.m. to noon on weekdays. Meals will be distributed as "grab and go" meals. Please walk into the center to get the meal. This program is open to anyone under the age of 18. To find a location near you, text "Summer Meals" to 97779, visit htt_ps://www.fns.usda.aov/meals4kids,or call 1-866-348-6479. Staff contact: Caroline Seward, Parks and Recreation P. Family Health&Fitness DaX—Join Parks and Recreation on Saturday, June 12, from 9-11 a.m. at the park at Rayzor Ranch, 3230 Heritage Trl., to celebrate the myriad health and well-being resources located right here in Denton. We'll be celebrating Family Health & Fitness Day, an initiative of the National Recreation and Park Association (NRPA), by offering family wellness classes. Family Health & Fitness Day is celebrated on the second Saturday of June each year and promotes the importance of parks and recreation in keeping communities active and healthy. The Parks and Recreation Department takes pride in providing health and wellness resources for the community. So, come out and discover the many diverse opportunities we offer to ensure the health and well-being of everyone in Denton. 9 a.m. I Family Fitness 10:30 a.m. I Family Yoga 8 Attend one or both classes, then have a healthy picnic in a park, walk or ride one of our trails, or play at your favorite playground! Staff contact: Caroline Seward, Parks and Recreation Q. North Lake Park Disc Golf Course Sponsorship Package — The Denton Parks Foundation (DPF) focuses on fiscal sponsorships, which ultimately make our parks better. DPF's newest developed partnership is with 940 Disc Golf Association. With their efforts of sponsor solicitation, DPF has secured 18 sponsors for Denton's disc golf course at North Lakes Park, resulting in an investment of over $11,000. Each sponsorship was $650 and includes exclusive designation as a Hole Sponsor for one of the 18-disc golf holes, logo recognition on the basket and tee sign, and recognition on the Denton Parks Foundation website and social media platforms. Each sponsor has agreed to the following conditions: • Hole Sponsorships will be for a period of 3 years and will receive the first right of refusal. • Sponsors must provide trademark logos for promotional materials and marketing use. • Agree to the terms that no City employee has directly or indirectly solicited or accepted anything of value in return for being influenced in the performance of an official act. • Be forthcoming and advise the City if a sponsorship is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Many of the proposed sponsorships are businesses that sell alcoholic beverages and hemp-related products. The Park and Recreation Department wanted to provide the list of sponsors generated by 940 Disc Golf Association and the DPF to City Council for consideration. Please contact Gary Packan with any concerns. The partnership between the disc golf association and foundation is planned to move forward on June 1. This sponsorship package was presented to, and supported by, the Parks, Recreation and Beautification Board on May 17, 2021 with a vote of 6-0. • Listed below are all the secured sponsors: • Denton County Brewing Company • Kelsoe Properties LLC • Second Hand Sports & Game Swap • Mortgage Brewer • Ace Disc Golf • Rubber Gloves • CCSD Denton • Lucky Lou's • Oak Street Drafthouse, East Side Denton, & Miss Angeline's • Massage Heights • The Helping Friendly Hemp Company • Nortex • Ideal Discs • Western Electric • 940 Disc Golf 9 • Dynamic Discs • Bomb Squad Disc Golf Club • Bingham Williams and Associates Currently, PARD is working on a second disc golf course in North Lakes Park for beginners and younger participants. If sponsorships are in the future of this course, PARD and DPF would consider a different approach due to the anticipated age group. Please contact staff if you have any questions or concerns you may have regarding this sponsorship package by June 1.Production of course signs will move forward after that date. Staff contact: Gary Packan, Parks and Recreation and Brooke Moore, Denton Parks Foundation R. Fundraising Opportunity with Denton County Brewing Company — As an ongoing effort to identify non-traditional resources to help improve the City of Denton Parks system, the Parks and Recreation Department and Denton Parks Foundation continuously seek ways improvements can be made via grants, fundraising,donations, programs, and more. The British Columbia Parks Foundation created a unique opportunity when they partnered with a local brewer to create a special edition beverage page where a portion of the sales goes towards parks. Learn more here. The Denton Parks Foundation reached out to Denton County Brewing Company (DCBC)to start the conversation. DCBC is a locally owned,independent craft brewery that serves beer created and brewed in Denton. Not only are they generous supporters of all things Denton,but they are excited about the opportunity to collaborate and create a brew that benefits parks. With support from City leadership, this effort would move forward with this partnership to create a base beverage that can be changed up regularly throughout the year(think wildflower beer in the spring and cranberry in the fall) and highlights City parks. Additionally, creating this collaboration would bring in continuous revenue with each sale of the product at DCBC and other participating establishments while also bringing more awareness to parks and DPF. Based on ideas of hosting a fundraising tasting,a Park Crawl(brew at each participating bar), and ongoing revenue from sales, staff expect it could bring in an estimated $25,000+ each year to help make parks better. This doesn't consider the benefits of supporting a local business and economy. Additionally, there is more room for increased partnership levels with the growth and harvest of some ingredients either locally or from City park land. Examples include: • Honey - Work with the Denton County Beekeepers to harvest honey from a designated location that could be used to preserve and grow Texas bees and develop programming for residents interested in this area.Honey produced would be used for the brewing. • Wheat - Outsource a contractor to plant wheat in 1-2 locations of open fields for local production. • Pecans -Utilize the 50+-year-old pecan orchard behind the Mayhill property that is currently unused. 10 • Fruits and Berries -Use agriscaping at various areas with berry-producing plants for future special releases. The DPF Board is leading the effort, and PARD administration supports this project and requests feedback from City Council and City leadership to support these efforts to help make our parks even better. All proceeds would be directed and distributed to programs and improvement efforts as approved by the Denton Parks Foundation. Staff contact: Gary Packan, Parks and Recreation and Brooke Moore, Denton Parks Foundation III. Responses to Council Member Requests for Information A. Information Regarding Off Premises Signs—On May 24, a business owner contacted Mayor Hudspeth and Council Member Davis with questions on how the City regulates signs on buildings. The particular signs in question (shown below) are not located on the business's property and premises and as such are designated as off premise signs, which by definition are also billboards. Billboards, with the exception of non- conforming signs as of March 1, 1998, are disallowed within the City of Denton. According to the Denton Sign Ordinance 2014-406, an "off premise sign" is one displaying advertising copy that pertains to a business, establishment, person, organization, activity, event, place, service, or product not principally located or primarily manufactured, sold, offered or performed on the premises on which the sign is located. Staff has been in contact with the sign contractor on numerous occasions over the last year to discuss the signs placed on buildings on Fort Worth Drive. Staff relayed to the business the need to first obtain a Certificate of Occupancy if they wished to expand their business to include the location where the unpermitted wall signs/billboards are currently located. Once the Certificate of Occupancy is approved, they could then apply for on premises sign permits.A timeline of notifications provided to the business is shown below. • Unpermitted Wall Sign/Billboard was installed between January and February 2020 • February 4, 2020 - Notice of violation sent to property owner and business owner for Wall sign without a permit/billboard • March 3,2020 -Unpermitted Wall Sign/Billboard removed/covered. Case was closed • Unpermitted Wall Sign/ Billboard re appeared between December 2020 and January 2021 • January 21,2021 - Notice of Violation sent to property owner and business owner for wall sign without a permit/billboard • A second Unpermitted Wall Sign/Billboard was installed between January and March 2021 • March 2, 2021 - Additional Notice of Violation sent to property owner and business owner for both wall signs without a permit/Billboards • April 14, 2021 - Probable cause affidavits for summons submitted to court 11 Staff will continue to work with the business owner and will ensure all information on how to obtain conformity with code continues to be communicated. Staff contact: Rachel Balthrop MrdozaL, Ci,i Manager's Office EST .. FASHIONED 4 RG RS 7- a7d CRIF I 7jr0sty, i 1WE j Lai F,I i hlo- B. Foster Grandparents — During the at the May 18 City Council Meeting, Council Member Byrd asked for the stipend income requirements for seniors who volunteer with the Foster Grandparents program through Texas Health and Human Services. The Corporation National and Community Service federally fund the Foster Grandparent Program. Foster Grandparents receive a small stipend of$3 an hour to serve the community's children as volunteers. To act in the program,they are income- qualified at the national poverty level or below, which is $12,880 for one person, $17,420 for a family of two, and $21,960 for a family of three. They are paid twice a month,but the stipend is tax-exempt,and their income cannot be counted against them in any benefits like housing or state benefits such as Snap Benefits. The Foster Grandparent Program has been serving the City of Denton summer camps program since 2011. On average, 13-15 grandparents serve summer camp. In the past, the Foster Grandparents have also served at the libraries and preschools during the school year. Staff contact: Caroline Seward, Parks and Recreation C. Groundwater on Blackberry Way — On May 17, Council Member Maguire reached out with citizen concerns regarding groundwater flow on Blackberry Way. This information was previously requested by former Council Member Ryan on April 12, the following is the update that was provided. Drainage staff performed a site visit on April 13 to assess the groundwater flow. The groundwater flow and subsequent seepage is a natural phenomenon and has been observed in this area since its development. However, the crews found debris in the gutter causing the water to backup and sheet flow into the road. Crews went out on April 21 to remove the debris in the gutter to allow the gutter to operate properly. 12 Crews also noticed low hanging tree branches that are not allowing the street sweeper to properly clean the gutter as designed. Staff communicated the tree branch concerns with the resident who stated they contact neighbors to have the trees trimmed. Staff plans to power wash the curb to remove the algae build up within the next two weeks, removing the pavement slip hazards. After the trees are trimmed, the street sweeper will be able to maintain the area and the City will increase frequency of street sweeping along this route to keep the gutter free of algae build-up. Council Member Maguire also inquired about the Capital Project that was discussed last year to add storm drainage in the area for the sole purpose of collecting the groundwater from the underground stream. Staff estimates this work will have estimated construction cost of$190,000 and the work would need to be completed by a contractor. Staff is currently working to prioritize City Drainage projects along with the development of a Stormwater Masterplan. Public Works staff plans to include a funding request for the Stormwater Masterplan as part of the five-year Capital Investment Plan that will be discussed as part of the budget review cycle later this year. Staff contact: Daniel Kremer, Public Works D. Traffic Signal on McKinney Road at Ryan High School — On May 23, Mayor Hudspeth forwarded a resident's inquiry about why the traffic signal on McKinney Rd. at Ryan High School functions 24 hours a day, 7 days a week, instead of only during school hours.The traffic light at this intersection is currently running on a fixed time program while there is active construction on McKinney Rd. Staff adjusted the signal timing cycle in order to yield more time to drivers on McKinney Rd. Staff will continue to evaluate the necessity of this signal timing cycle as school is released for summer break and will make further adjustments as needed. There are currently two active City projects on McKinney Rd. around Ryan High School. The first project being McKinney Road Widening Phase 2, which will widen McKinney Road from two lanes to four lanes between Grissom Rd. and Loop 288. Included in this project is the signal upgrade at the entrance of Ryan High School, which is scheduled to be completed by the end of August 2021, weather dependent. The entirety of the project is scheduled for completion in Q1 of calendar year 2022. The second project in the area is the McKinney and Mayhill Intersection Project. This project includes utility improvements and a full reconstruction of the roadway,as well as sidewalks, street lights, and traffic signal upgrades. The current completion date is scheduled for Q 1 of calendar year 2022, weather dependent. Staff contact: Dustin Draper, Capital Projects E. Hill Alley Roadway Condition — On May 21, Mayor Hudspeth requested staff investigate a patch of rough roadway on Hill Alley and make any necessary repairs. Staff made a site visit and determined that the rough roadway was from a temporary patch over a wastewater utility cut. Staff contacted the City's concrete contractor, Floyd Smith Concrete, who made the permeant repairs on Wednesday, May 26. Staff contact: Casey Bowles, Wastewater Collections F. Southeast Denton Speeding Concerns—On May 19, Council Member Byrd requested staff evaluate potential traffic calming measures to prevent speeding on three Southeast Denton roads; Morse Street, Ruth Street, and Lakey Street. Staff will 13 conduct speed studies on these streets to collect speed and volume data. Currently, there are several scheduled speed studies and staff anticipates the equipment will be available to begin the Southeast Denton in a month's time. When data collection is complete, staff will prepare a list of options for possible traffic calming and speed reduction measures on Morse Street,Ruth Street and Lakey Street based on the results received. Staff contact: Becky Diviney, Engineering G. Update on TWU Program (Bell Avenue) — On Saturday May 22, 2021, Council Member Maguire forwarded an inquiry requesting an update on the Texas Woman's University (TWU) - Bell Avenue Project, specifically inquiring if Bell Avenue will be permanently closed where it runs through the TWU Campus. The Bell Avenue Water Line Project is currently under construction and has a planned completion date of December 2021 pending there are no further delays such as weather and unforeseen conflicts. As part of this project,Bell Avenue will be closed in phases from US 380 to McKinney Street. A sewer line was also installed (completed December 2020). As part of this project, a segment of Bell Avenue from Texas Street to Withers Street was closed as well as a section of Bell Place south of Mingo Road adjacent to Golden Chick (from McKinney Street north to the drainage channel). In addition to the Bell Avenue utility projects, the City of Denton and TWU have coordinated over the past several years to identify measures to improve pedestrian safety for individuals crossing Bell Avenue to access different buildings on the TWU campus. One of the items that is currently being designed and further assessed includes piloting the temporary closure of the section of Bell Avenue from just south of Chapel Drive to Administration Drive to create a pedestrian-bicycle-emergency services corridor. The City hired Walter P. Moore in March 2020 to prepare a traffic study for the TWU and surrounding areas. Traffic data was collected in 2019 (Pre-COVID) and the study results and recommendations were presented in September 2020(attached). In summary, the study showed there would not be a significant impact to surrounding thoroughfares including Carroll, Elm, Locust, Ruddell, University, and Mingo, if the Chapel-to-Administration section of Bell Avenue was closed. The City hired Kimley- Horn and Associates in March of 2021 to prepare design for temporary improvements, such as roundabouts, to close this section of Bell Avenue permanently. The City presented a draft recommendation to TWU at the May 27 City of Denton/TWU Quarterly Meeting. During that meeting, City Staff and TWU discussed options for the pilot such as signing, barrier devices, materials, costs and agreed continue efforts to finalize a more precise implementation plan including construction resources and schedule. Closure associated with the pilot project is anticipated to occur prior to the completion of the water line construction. Staff plans to further discuss the pilot project at the June 16 Mobility Committee Meeting and June 21 Traffic Safety Commission Meeting. In addition to the quarterly leadership meetings, staff meets monthly with TWU Facilities staff to coordinate construction projects. Staff contact: Tracy L. Beck, P.E., Capital Projects H. Update on PEC-4 Construction - On Wednesday, May 19 Mayor Pro Tern Meltzer forwarded a request from a business owner regarding the remaining construction timeline for the Pecan Creek Tributary(PEC-4)Drainage Improvement Project Phases 1 & 2. Once completed, PEC-4 Phases 1 & 2 will install approximately 1,500 linear feet of box culvert along the Pecan Creek Upper Tributary between Wainwright St. 14 and Prairie St. The new stormwater infrastructure will help reduce flooding in the downtown area during large storm events. This project also includes 6,000 linear feet of water improvements and 7,800 linear feet of wastewater improvements along Elm St. and Locust St. between Eagle Dr. and Hickory St. Jagoe-Public, the construction contractor for PEC-4 Phases 1 & 2, is currently finishing the last stormwater trunk line on S. Elm St. Once trunkline construction is complete, the remaining 12 inlets will be installed on Elm St. from W. Mulberry St. to W. Highland St. Weather permitting, the crews should have the trunk line constructed, remaining inlets located near businesses installed, and parking lot approaches finished by the first week of June. Prairie St. should not be closed again for the PEC-4 Phases 1 &2 Project and would not be disrupted again until the PEC-4 Phases 3 & 4 Project is constructed, which will be in 3-5 years pending funding availability. Project construction for Phases 1 & 2 should be complete in Quarter 3 of calendar year 2021. The assigned Project Manager and Public Works Inspector have been in regular contact with business and property owners for the duration of this project. Staff contact: Seth Garcia, Capital Projects L Construction Timing of Ryan Road and Hickory Creek Road Phase 3 — On April 7, former Council Member Ryan requested clarification on the planned construction sequencing of Ryan Road and Hickory Creek Road Phase 3 to ensure east/west connectivity between FM-2181 and FM-1830 was maintained in south Denton as roadway improvements are underway. After analyzing options, including time and cost escalation impacts, staff has determined that proceeding with construction on Hickory Creek Road Phase 3 prior to beginning construction of Ryan Road is the best option. Below is a brief overview of the scope and estimates for the schedule and budget of each project: • Hickory Creek Road Phase 3 o Scope: Design and construct a four-lane extension and realignment of Hickory Creek Road from Riverpass Drive to FM-1830. The project will include construction of a bridge that will span Hickory Creek and remove the safety concern of the 90-degree curve from the current Hickory Creek alignment. o Estimated Schedule: The project is currently in design and right-of- acquisition is underway. Design is scheduled to be complete by Q3 of calendar year 2021. Projections are to have the construction contract awarded by Q 1 of calendar year 2022 with construction beginning in Q2 of calendar year 2022. Construction is projected to be complete by Q2 of calendar year 2024. o Estimate at Completion: The project is estimated to have a total cost of $54 million to complete. • Ryan Road o Scope: Widen and reconstruct Ryan Road to three lanes with the addition of sidewalks, streetlights, and minor drainage improvements from FM-2181 to FM-1830. o Estimated Schedule: The project is currently planned to be delivered using the Construction Manager at Risk delivery method. Kimley- Horn and Associates is currently under contract to complete 30% design documents for this project, which should be complete by Q3 of 15 calendar year 2021. Once 30% design is complete, this project will be put on hold until Q3 of calendar year 2023 to ensure Ryan Road and Hickory Creek Road are not closed at the same time due to construction. Using the Construction Manager at Risk delivery method, the selection of a design contractor to bring the project to 100% design and the selection of a construction manager will occur at the same time so the construction manager can provide input on the constructability of the design as it is finalized. Staff plans to select the construction manager and design firm by Q3 of calendar year 2023 with the design scheduled to be complete by Q 1 of calendar year 2024. Construction is projected to be complete by Q3 of calendar year 2025. o Estimate at Completion: The project is estimated to have a total cost of $10.05 million to complete. Below is a schedule comparison of the two projects. There is one quarter where construction will overlap, but work will be sequenced to ensure that Ryan Road and Hickory Creek Road will not be closed at the same time during the few months of concurrent construction. Staff contact: Rachel Wood, Capital Projects Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 M Q2 Q3 Q4 Ql Q2 Q3 2025 2025 2025 Ryan Road Hickory Creek Road Ph.3 Design Design w/CM@R Hold Bid/Award Construction IV. Upcoming Community Events and Meetings A. None V. Attachments A. Attempted Aggravated Kidnapping Press Release...............................................18 B. Downtown TIRZ Board Application....................................................................20 C. Weekly Local Government EP Update................................................................21 D. Priority Bill Status Report 052821 .......................................................................27 E. Resident Update June/July 2021 ..........................................................................37 F. Kiwanis Fireworks Request for Co-Sponsorship.................................................45 G. Bell Study Presentation for TWU Meeting..........................................................47 VI. Informal Staff Reports A. 2021-033 Disabled or Over 65 Property Tax Freeze.............................................65 B. 2021-034 TMPA Mining Property and Potential Sale...........................................67 16 VII. Council Information A. Council Requests for Information .....................................................................235 B. Council Calendar ...............................................................................................237 C. Draft Agenda for June 7—Luncheon.................................................................240 D. Draft Agenda for June 7—Joint Meeting with DHA.........................................242 E. Draft Agenda for June 8 .....................................................................................243 F. Future Work Session Items ...............................................................................251 G. Street Construction Report ................................................................................252 17 o FOR IMMEDIATE RELEASE DENTON Denton Police Department Media Relations • (940) 349-8558 Man Charged with Attempted Aggravated Kidnapping 21043479 DENTON, TX, May 26, 2021 —The Denton Police Department has arrested 19-year-old Joseph Moore on an Attempted Aggravated Kidnapping charge stemming from an incident earlier this month. At 11:03 p.m. on May 1, officers were dispatched to the 900 block of W. Hickory Street in response to an assault. The 911 caller said that an unknown man attacked her. Multiple other callers reported they heard someone being tased. The female victim told officers that she was walking down W. Hickory Street when a silver or white sedan slowly passed her. After the vehicle stopped in a nearby parking lot, the male driver exited the vehicle and walked past the victim. Out of the corner of her eye, she said she saw him running toward her and heard a zapping sound. As she turned around and attempted to hit him with her bag of groceries, the male reached out with a stun gun, causing it to make contact with her body. The victim advised officers that as the suspect was assaulting her with the stun gun, he also pushed her to the ground. She screamed in response, and the male fled to his vehicle. The victim was able to provide a partial license plate to 911 dispatchers. The victim did not need to be transported to the hospital immediately following the incident. Investigators interviewed the victim and nearby residents and reviewed surveillance footage in the area. With the information provided by the victim, detectives located a suspect vehicle and were able to identify the suspect. Additionally, during the investigation investigators were able to determine that the suspect's intention during the assault was to kidnap the victim. On May 26, detectives obtained an arrest warrant for attempted aggravated kidnapping, a second-degree felony. Moore is currently in the City of Denton Jail with a $2 million bond. For Media Inquiries,Please Contact: Ofc.Allison Beckwith (940) 349-8558 Visit www.cityofdenton.com for more news and to stay updated. OUR CORE VALUES Integrity•Fiscal Responsibility•Transparency•Outstanding Customer Service ADA/EOE/ADFA www.cityofdenton.com TDD(800)735-2989 18 ,Y Y� f'. Ky F � } -ti�.i ' r . �� yv r 1 ,_ .. � \ � , r�: ►. . .�. ,.� City of Denton „t1 Downtown Tax Increment Financing Reinvestment Zone (TIRZ) No. 1 DEN T ON Board of Directors Application NAME: HOME ADDRESS: E-MAIL ADDRESS: HOME PHONE CELL PHONE BUSINESS PHONE VOTER REGISTRATION NUMBER OR DATE OF BIRTH* NUMBER OF YEARS AS A DENTON RESIDENT *Note: Forspecific boards,being a qualified voter of the City is required. The City can only verify this through a voter registration number or date of birth. EMPLOYER,IF ANY: OCCUPATION/FORMER OCCUPATION: REFERRED BY COUNCIL MEMBER(If Applicable): The Downtown TIRZ No. 1 Board has specific qualifications that must be met by the Board of Directors.Per the TIRZ No. 1 Bylaws,the Board of Directors shall consist of the following:Two members shall be sitting Council Members; Two members shall be either property owners of property located within the Zone or residents whose primary residence is located within the Zone;Two members shall be business owners of businesses located in the Zone or a member of the Denton Chamber of Commerce Board of Directors;One member shall be a qualified voter of the City of Denton.Please select which qualifications apply and provide the requested detail: O Property owner of property within Zone Address of Property O Resident with primary residence within Zone Address of Residence O Owner of business within Zone Name of Business O Member of Denton Chamber of Commerce Board of Directors Term M Qualified voter of the City of Denton Have you ever served on a City of Denton board or commission? O yes O no If yes,which one? Please list any special knowledge,education or experience that qualifies you to serve in the areas you have indicated: Professional and/or community activities Applicant Signature Date NOTE:THIS APPLICATION IS SUBJECT TO RELEASE PURSUANT TO THE TEXAS PUBLIC INFORMATION ACT. IF APPOINTED,APPLICANT's NAME WILL BE POSTED ON THE CITYS WEBSITE. Please return completed application: Mail: Office of Economic Development,215 E.McKinney Street,Denton,Texas 76201 E-mail: economic.development@cityofdenton.com FOR OFFICE USE ONLY DATE APPLICATION RECEIVED: NEW APPLICANT? ❑ YES ❑ NO ❑ REAPPOINTED IF NO,APPLICANT PREVIOUSLY SERVED ON: APPLICANT APPOINTED TO: TERM EXPIRES: NOMINATING COUNCIL MEMBER: DISTRICT: ❑ FULLTERM ❑ UNEXPIREDTERM ❑ ALTERNATE MEMBER ❑ EX-OFFICIO Rev.12/10/2020 20 United Way of Denton County Eviction Prevention Program Outcomes (Multi-Program) Last Updated Friday, May 215t at 6:29 p.m. WEEKLY EXPENDITURES(CAA/ERA ONLY) ASSISTANCE BY CITY(CAA/ERA, TERAP & ESP) Week Amount Months Applications Applications Months of % Months of 3/8-3/12 $43,624.80 41 14 Municipality Processed Help Countywide Total 3/15-3/19 $163,601.13 175 47 Argyle 5 25 0.5% 3/22-3/26 $354,429.59 337.2 103 Aubrey 87 329 7.2% 3/29-4/2 $286,977.36 302.2 82 Bartonville 0 0 0.0% 4/5-4/9 $609,355.00 548.7 143 Carrollton 58 248 18.7% 4/12-4/16 $601,741.58 592 147 4/19-4/23 $504,802.88 451.8 127 Coppell 0 0 0.0% 4/26-4/30 $428,739.34 397.6 109 Corinth 20 89 1.9% 5/3-5/7 $513,421.00 479.1 135 Cross Roads 3 8 0.2% 5/10-5/14 $508,198.77 536.4 137 Dallas 32 122 2.7% 5/17-5/21 $453,620.92 441.3 118 Denton 486 1,627 35.6% 5/24-5/28 Flower Mound 15 36 0.8% 5/31 -6/4 Frisco 51 195 4.3% 6/7-6/11 Haslet 0 0 0.0% 6/14-6/18 Hickory Creek 1 7 0.2% 6/21 -6/25 Highland Village 0 0 0.0% 6/28-7/2 Justin 13 53 1.1 7/5-7/9 Krum 8 39 0.9% 7/12-7/16 7/19-7/23 Lake Dallas 10 36 0.8% 7/26-7/30 Lewisville 358 1,096 24.0% 8/2-8/6 Little Elm 35 136 3.0% 8/9-8/13 Northlake 5 26 0.6% 8/16-8/20 Oak Point 1 1 0.0% 8/23-8/27 Pilot Point 4 27 0.6% 8/30-9/3 Plano 0 0 0.0% 9/6-9/10 Ponder 5 11 0.2% 9/13-9/17 Prosper 1 5 0.1% 9/20-9/24 Providence Village 4 19 0.4% 9/27-10/1 Roanoke 2 7 0.2% 10/4-10/8 10/11 -10/15 Sanger 16 50 1.1 Savannah 0 0 0.0% 10/18-10/22 10/25-10/29 Shady Shores 0 0 0.0% 11/1 -11/5 The Colony 108 377 8.3% 11/8-11/12 Trophy Club 0 0 0.0% 11/15-11/19 TOTAL 1,328 I 4,567 100% 11/22-11/26 11/29-12/3 12/6-12/10 12/13-12/17 12/20-12/24 12/27- 12/31 Weekly Average I$406,228.40 I 391 106 21 Denton County United Way of Denton County Eviction Prevention Program Outcomes (Multi-Program) Last Updated Friday, May 215t at 6:29 p.m. FUNDING Metric CAA2021/ERA TERAP (Denton) TERAP (Lewisville) Total Revenue $4,593,711.92 $18,744.41 $108,599.46 $1,566,619.16 Expenses $4,468,512.37 $169,435.50 $136,664.24 $2,375,029.20 Current Balance $125,199.55 -$150,691.09 -$28,064.78 -$808,410.04 APPROVED REQUESTS BY AGENCY (CAA/ERA, ESG, &TERAP) TYPE OF ASSISTANCE Agency Number of Requests Rent Assistance 716 Christian Community Action 9 Utilities Assistance 372 Denton County Friends of the Family 16 Mortgage Assistance n/a Giving HOPE, Inc. 87 Extended Hotel Stay 67 Grace Like Rain 82 Temporary Hotel 7 Interfaith Ministries 33 Requests Not Approved 96 Metrocrest Services 18 Unique Households In progress Next Steps The Colony 119 Unique Homelessness United Way of Denton County 967 Prevented In progress UWDC CAA/ERA Eviction Prevention Weekly Trend (Payments) - 2021 $800,000 $600,000 $400,000 $200,000 $0 \�v\�O\�o\va \O\ \Oh\ \b \O\ham\v��0� �fl O� �0�� O\ \�O\� b0 O��h�vv��h\,^v\�N\O^�^'O^^ b b h h h^ ro ro ro 0 h ^V 0 0 0 O �O'O 0\�h�^vv O�v b\\^v\^O��o h \�\O h ro\b\v ro\v \v\�.O\^�O c�\OR,Pro\v'� \`5�\'^b \O\o '` 0^h �:� h v �v �o ^b ^� ^� b b b h h h r0 re O O g g g '�O O O\v '• ..^ ..\,•.:v..^ ..^�' •. Week UWDC CAA/ERA Eviction Prevention Weekly Trend (Approved Requests) - 2021 150 100 50 0 \,^w��voO� \O\ �Oh�\� Cv �ra \^ \�\�^\v^�\O\ \00�\^�\O\O� O\'�a0 O�\^�w ^h\^v\^Oro^`\'�^'O^\^ ^) ^) ^) b " b h 4 h r0 re re ' O O O O O O •. .. O O O •. .. .. . .. O h ^v ^O h ^v O ro \O O b ^^i b •. ^O \� ^• ^v O . . .. .v \ O" .. . nv h .4 \ \ .. ^v _\ ^ �v ..O ^ro O\ R �^^� \ \O �O ^� ^� \b .. 0 h \�O h ^v ^� ro ^b ro v\\ ^\ ^\ 0 O\ 0\ O O of Oi O\ �00\ O O\v Week 22 Denton County United Way of Denton County Eviction Prevention Program Outcomes (Multi-Program) Last Updated Friday, May 21st at 6:29 p.m. Primary Employment Status Fully Employed Reduced Hrs/Pay Households b %� of AMI Category Unemployed,job y g ry seeking 51-80%AMI _ _ Unemployed,not seeking Unable to work 30-50%AMI <30%AMI Primary Householder ■ ERA Percent County Baseline Primary Householder Face: ■ ERA Percent County Baseline Hispanic 80.0% I Latino 60.0% Non- 40.0% Hispanic !Latino 20.0% 0.0% 0.00 0.25 0.50 0.75 American Asian Black or Native White Indian or African Hawaiian or Alaska Native_ American Other Pacific Islander Im 23 Denton County AMI Guide for CAA/ERA 2021 • • • • . . . • . . • • • . . - • • • - . • - . . 0 - . • - • • • • Area Median Income Levels Based on Number of People in the Household 30% AMI 50%AMI 60% AMI 80% AMI 1 person 518,700 531,150 537,380 549,850 2 people $21,400 $35,600 542,720 557,000 3 people S24,050 540,050 $48,060 564,100 4 people 526,700 544,500 553,400 571,200 5 people 531,04- 0 548,100 S57,720 576,900 6 people 535,580 S51,650 561,980 582,600 7 people 540,120 $55,200 566,240 588,300 8 people S4d,660 S58,750 570,500 594,000 77L ► t Un mg HOPE.11•�. Ica ® �.«.,• Denton County g U�N'1'ON �Y h rtaith NEXT STEPS .j Y,,,, nictroLrest VSCrv7CCS C- ...., �M.t«d, •. 10,40. te4014d, Penton County OLI0.'JI ORN Have You Been Impacted By Covido.> Way �7E REQUEST RENT & UTILITY ASSISTANCE TODAY COMPLETE THE TENANT SCREENING ONLINE UNITEDWAYDENTON.ORGIEVICTION-PREVENTION'I PREVENTION PR es de t'�, THE EVICTION Denson Couo1 �feated to hel Giving • MEN1■1 HOPE,inc. 1.1 tt h�n t ■ � • ■ h. 21877Denton county Imm i■ ■'NEXT STEPS � � `� UNIQUE HOUSEHOLDS SERVED ' i �m The eviction prevention program has .�■ ■ provided 10,609 months of assistance tam, '� `�� *Ca DENTON Jy/C n .,and counting. Thank you to all of our .< non-profit partners. " Y.q� metrocrest" cn�crvicesMENNEN Ifrsrh.A Ur{"'�.�r Ha Sido Impactado P Qeoton County PREGUNTE POR NUESTRA ppMATE ASISTENCIA EN RENTA Y UTILIDADES v COMPLETE LA FORMA DE ARRENDADOR EN ESTE ENLACE •10 • - • - - LA i PREVENTION PRO s dents aj THE EVICTION Oenton Count created to I1el L IMPE.toc. I t,Ta n r.l Denton County NEXT STEP 9111 21877 �terf�iith S ■L■ ■■ HOGARES ASSISTIDOS ■ i 3 ■ `■■ El prograrna de prevencion de desalojo ha asistido en un transcurso de 10,699 *,ca it meses y continua. Gracias a todos °F NTON ,v<. ■r nuestros colaboradores. " tnetrucrest� d services � el■ ■ .26 •YIIIIq 111HttIr.ice-der t � ri - w a icon City of Denton Priority Bill Status Report 05-28-2021 - 14:55:36 - Action in the date range - Link to Related Information ( ) - Priority FIFReferred to Commottee Reported from Committee FF—r—rSbgr*dNetoed —PassedtstChamber —Referred to Commitee —Reported P 2n rnberiroee Critical/High Priority Q HB 3 Burrows, Dustin(R) Relating to state and local government responses Birdwell, Brian(R) to a pandemic disaster. ikki General Remarks : May 28, 2021 - 14:48 Reserves the authority to restrict business operations during a disaster to the legislature only (removing that ability from the governor, county judges, and mayors). This does not apply to disasters declared for civil unrest, riots, or insurrection. In its current version, it would require the governor to convene the legislature in special session to exercise this authority. Confers other limitations and requirements on the governor during a declared disaster. Bill History: 05-28-21 H Set on the House Items Eligible Calendar 9 HB 11 Paddie, Chris(R) Relating to the extreme weather emergency Schwertner, Charles(R) preparedness of facilities for providing electric ® service. Position: Dead General Remarks : May 24, 2021 - 14:10 Among many other related provisions, would require the Public Utility Commission (PUC) to adopt rules that require each provider of generation in the ERCOT power region to implement measures to prepare generation facilities to provide adequate electric generation service during an extreme weather. Current version does not treat entities equally - exempting some but not others. Bill History: 05-03-21 S Committee action pending Senate Jurisprudence 27 ID HB 330 Cain, Briscoe(R) Relating to elections. Position: Dead General Remarks : May 11, 2021 - 21:00 Requires a supermajority vote for bond issuance and a 20% voter turnout among other election related provisions. Caption is broadly worded in that it may be easily amended to include any election-related legislation. Bill History: 04-20-21 H Removed from hearing 04/21/21 - House Elections HB 610 Swanson, Valoree(R) Relating to judicial review of certain local laws applicable to state license holders. Position: Dead General Remarks : May 11, 2021 - 21:03 Allows state license holders to enjoin the enforcement of a local law if it, among other things, results in an "adverse economic impact" for the license holder. This vaguely-worded provision may result in frivolous court actions and/or attempts to prevent the application of permitting fees. Bill History: 05-13-21 H Set on the House Calendar HB 652 Paul, Dennis(R) Relating to notice of an epizootic infectious disease occurring in an animal shelter. kkkk Position: Dead General Remarks : May 14, 2021 - 07:48 Heavily amended in the House, this bill requires animal shelters to provide notice of certain communicable or infectious diseases on the City website. Bill History: 05-14-21 S Referred to Senate Committee on Senate Health and Human Services HB 872 Bernal, Diego(D) Relating to the confidentiality of certain Menendez, lose(D) government operated utility customer ® information. Companions: SB 668 Menendez, Jose (Identical) 4-13-21 S Committee action pending Senate Business and Commerce 28 Position: Support General Remarks : May 14, 2021 - 07:51 Ths bill would make certain utility customer information confidential information by default, with residents giving consent for disclosures. Currently, the opposite is the case. This would help protect customers from predatory uses of their information. Bill History: 05-28-21 H House concurred in Senate amendments (Vote: Y:144/N: 0) HB 1024 Geren, Charlie(R) Relating to the pickup and delivery of alcoholic Hancock, Kelly(R) beverages for off-premises consumption. Companions: SB 298 Hancock, Kelly (Identical) 3-16-21 S Committee action pending Senate Business and Commerce Position: Support General Remarks : May 13, 2021 - 21:18 Allows curbside pick up/to go service for alcoholic beverages from bars and restaurants form off premises consumption. Bill History: 05-12-21 G Earliest effective date HB 1399 Krause, Matt(R) Relating to professional liability insurance coverage for and prohibitions on the provision to ® certain children of procedures and treatments for gender transitioning, gender reassignment, or gender dysphoria. Position: Dead General Remarks : May 14, 2021 - 07:53 Prevents physicians from performing certain gender-affirming procedures on minors or prescribing medication that affects the onset of puberty or infertility, either transient or permanently, on minors. Bill History: 05-13-21 H Set on the House Calendar HB 1416 Capriglione, Giovanni(R) Relating to the definition of business day for purposes of the public information law. Companions: SB Zaffirini, Judith (Identical) 925 3-11-21 S Introduced and referred to committee on Senate Business and Commerce Position: Dead 29 General Remarks : May 14, 2021 - 07:55 Clarifies the definition of "business day" for open records requests to not include saturday, sunday, national holidays, state holidays, and certain other dates. Bill History: 05-10-21 S Referred to Senate Committee on Senate Business and Commerce 9 HB 1869 Burrows, Dustin(R) Relating to the definition of debt for the purposes Bettencourt, Paul(R) of calculating certain ad valorem tax rates of a ® taxing unit. Position: Opposed General Remarks : May 14, 2021 - 07:56 Makes significant changes to tax law that restricts the use of the Operations and Maintenance portion of a municipal tax rate for non-voter approved debt, particularly COs. Bill has been heavily amended so that many current CO uses will continue. Bill History: 05-28-21 H Set on the House Items Eligible Calendar 9 HB 1885 Harris, Cody(R) Relating to restrictions on municipal regulation in certain areas. 66611 Companions: SB 1922 Lucio, Eddie (Identical) 5-12-21 S Placed on the Senate Calendar for Position: Dead General Remarks : May 14, 2021 - 07:58 Generally restricts municipal activity in the ETJ except where expressly provided by state law. This will have a minimal effect on Denton. Bill History: 05-14-21 S Received in the Senate HB 1900 Goldman, Craig(R) Relating to municipalities and counties that adopt Huffman, Joan(R) budgets that defund law enforcement agencies. ikki Position: Opposed General Remarks : May 14, 2021 - 08:02 Lays out a process for cities who reduce the budget for public safety to be deemed a "defunding city" with a number of extremely detrimental consequences including limitations on utility rates, pathways for any area that was annexed in the previous 30 years to voluntarily disannex, and others. Denton is currently 30 bracketed out of this bill (only applies to populations of 250,000 and above); however, the bracket can be removed prior to final passage. This bill is removes considerable authority from cities. Bill History: 05-28-21 H House concurred in Senate amendments (Vote: Y: 88/N: 57) HB 1925 Capriglione, Giovanni(R) Relating to prohibitions on camping in a public Buckingham, Dawn(R) place. kkki Companions: SB 987 Buckingham, Dawn (Identical) 4-12-21 S Committee action pending Senate Local Government Position: Opposed General Remarks : May 13, 2021 - 21:12 Prohibits camping in a municipally-owned public space, with exceptions, unless permission to allow such camping is received by the state. Prohibits policies limiting the ability of a peace officer to issue a Class C Misdemeanor. Bill History: 05-28-21 H House concurred in Senate amendments (Vote: Y:101/N: 46) HB 2172 Morales, Eddie (F)(D) Relating to the authority of certain counties to Lucio, Eddie(D) impose a hotel occupancy tax and the use of ® revenue from that tax. General Remarks : May 14, 2021 - 08:03 In its current language, would permit a 2% HOT tax for Denton County. Bill History: 05-22-21 S Recommended for Local/Uncontested Calendar HB 2683 Canales, Terry(D) Relating to requirements for open meetings that are broadcast over the Internet or held by ® telephone conference or videoconference call. Companions: SB Zaffirini, Judith (Identical) 924 3-11-21 S Introduced and referred to committee on Senate Business and Commerce Position: Dead General Remarks : May 14, 2021 - 08:06 Adds additional access and broadcast requirements for videoconference or telephonic public meetings. 31 Bill History: 04-21-21 S Received in the Senate HB 3069 Holland, Justin(R) Relating to statutes of limitation and repose for Hughes, Bryan(R) certain claims involving the construction or repair ® of an improvement to real property or equipment attached to real property. Position: Opposed General Remarks : May 14, 2021 - 08:09 Changes the date that a local government, among other public entities, can bring suit for damages against a registered or licensed architect, engineer, interior designer, or landscape architect who designs, plans, or inspects the construction of an improvement to real property or equipment attached to real property, from 10 years to 8. Bill History: 05-25-21 G Sent to the Governor HB 3535 Hunter, Todd(R) Relating to the availability of dates of birth under the public information law. Companions: SB Zaffirini, Judith (Identical) 926 3-11-21 S Introduced and referred to committee on Senate Business and Commerce Position: Dead General Remarks : May 14, 2021 - 08:18 Reduces the exceptions for withholding a date of birth from a public information act request. This raises concerns regarding identity theft which often relies on date of birth. Bill History: 05-10-21 S Referred to Senate Committee on Senate Business and Commerce HB 4447 Oliverson, Tom(R) Relating to the procedure for approval of certain land development applications by a political ® subdivision. Companions: SB Hu hes Br 1667 g yan (Identical) 3-24-21 S Introduced and referred to committee on Senate Business and Commerce Position: Dead General Remarks : May 13, 2021 - 21:16 An expansion of the shot clock that would prevent us from requiring traffic, drainage, and other types of studies before plat or civil plan submittal, 32 and it may put those studies under the shot clock. Result would be a big (and very negative) impact. Bill History: 05-13-21 H Set on the House Calendar HB 4492 Paddie, Chris(R) Relating to the restructuring of certain electric Hancock, Kelly(R) utility providers. General Remarks : May 28, 2021 - 14:55 This bill would create the Texas Electric Securitization Corporation (corporation) to provide a financing mechanism for securitizing unpaid and short-paid invoices to ERCOT. The bill would allow the securitization corporation to issue bonds. This is a significantly complex bill and further analysis can be provided on request to staff. Bill History: 05-28-21 H Set on the House Items Eligible Calendar D SB 3 Schwertner, Charles(R) Relating to preparing for, preventing, and Paddie, Chris(R) responding to weather emergencies, power ® outages, and other disasters. General Remarks : May 22, 2021 - 13:27 Omnibus bill that creates many statutory provisions intended to increase integrity in the electrical system. The many provisions are difficult to summarize in this report, but staff can provide additional analyses. Bill History: 05-28-21 H House appointed conference committee Conferees: Paddie-chair, Hernandez, Howerd, Hunter and King of Parker SB 10 Bettencourt, Paul(R) Relating to the use by a county or municipality of Paddie, Chris(R) public money for lobbying activities. ikki Position: Opposed General Remarks : May 13, 2021 - 21:23 Prohibits use of outside lobbyists by political subdivisions, except public schools. Allows employees to directly influence legislation and allows cities to join professional organizations whose employees directly influence legislation. Bill History: 05-25-21 H Bill pronounced dead by procedural action D SB 14 Creighton, Brandon(R) Relating to the regulation by a municipality or King, Phil(R) county of certain employment benefits and policies. 33 Position: Amend-Monitor General Remarks : May 13, 2021 - 21:21 Prohibits municipalities from regulating employee benefits of the private sector. Municipalities retain the ability to regulate their own benefits packages. Bill History: 05-28-21 S Senate refused to concur in House amendments Creighton, Hancock, Campbell, Lucio and Taylor Q SB 23 Huffman, Joan(R) Relating to an election to approve a reduction or Oliverson, Tom(R) reallocation of funding or resources for a ® municipal or county law enforcement agency. Position: Opposed General Remarks : May 14, 2021 - 08:20 Requires voter approval for any decrease in public safety budget. Bill History: 05-28-21 H House appointed conference committee Conferees: Oliverson-chair, Cain, Guillen, Harless and Schofield Q SB 29 Perry, Charles(R) Relating to requiring public school students to Dutton, Harold(D) participate in interscholastic athletic activities ® based on biological sex. Position: Opposed General Remarks : May 22, 2021 - 13:28 Would require public school athletes that participate in UIL sports to participate according to their sex assigned at birth. Bill History: 05-25-21 H Postponed on second reading until 11:30 p.m., Tuesday, May 25, 2021 Q SB 861 Paxton, Angela(R) Relating to remote meetings under the open meetings law. Companions: HB Shaheen, Matt (Identical) 3793 3-22-21 H Introduced and referred to committee on House State Affairs Position: Dead General Remarks : May 13, 2021 - 21:14 Would allow for video conferencing for public meetings on a permanent, non-emergency basis. 34 Bill History: 04-29-21 S Placed on the Senate Calendar for SB 877 Hancock, Kelly(R) Relating to the inspection of municipal buildings Morrison, Geanie(R) during a declared disaster. kkki Companions: HB 2548 Morrison, Geanie (Identical) 4- 7-21 H Committee action pending House Urban Affairs Position: Amend-Monitor General Remarks : May 11, 2021 - 20:45 Allows third party inspections during a declared disaster, fees still apply. Bill History: 05-27-21 S Senate concurred in House amendments (Vote: Y: 31/N: 0) ID SB 1311 Hall, Bob(R) Relating to the provision of and professional liability insurance coverage for gender ® transitioning or gender reassignment medical procedures and treatments for certain children. Companions: HB Toth, Steve (Identical) 2693 3-17-21 H Introduced and referred to committee on House Public Health Position: Dead General Remarks : May 22, 2021 - 13:31 Would generally prohibit physicians providing medication or other medical services to minors that is defined within the bill to be a component of gender reassignment or transitioning from begin covered by liability insurance. Bill History: 05-24-21 H Referred to House Committee on House Public Health SB 1646 Perry, Charles(R) Relating to the protection of children, including the definition of child abuse and the prosecution ® of the criminal offense of abandoning or endangering a child. Companions: HB Hefner, Cole (Identical) 4014 3-29-21 H Introduced and referred to committee on House Public Health Position: Dead General Remarks : May 22, 2021 - 13:32 Would generally classify any use on a minor of medication or medical services that are viewed as facilitating a gender transition, as defined within 35 the bill, as child abuse. Could result in criminal liability on the part of the provider and/or parent. Bill History: 05-03-21 H Referred to House Committee on House Public Health ID SB 1879 Bettencourt, Paul(R) Relating to the authorization and reporting of expenditures for lobbying activities by certain ® political subdivisions and other public entities. Position: Dead General Remarks : May 22, 2021 - 13:33 Increases transparency requirements, including posting of contract information on the city website, for any lobbyists engaged by the city. Bill History: 04-30-21 H Referred to House Committee on House State Affairs OSB 1947 Springer, Drew (F)(R) Relating to the time for the issuance of municipal building permits. Companions: HB Leach, Jeff (Identical) 2590 4- 6-21 H Committee action pending House Land and Resource Management Position: Dead General Remarks : May 22, 2021 - 13:35 Makes minor changes to development timelines. Not of great concern to the City of Denton, but the bill could be amended unfavorably. Bill History: 05-18-21 H Referred to House Committee on House Land and Resource Management Total Bills: 30 Copyright © 2021. Texas Legislative Service. All Rights Reserved. 36 1 CITY (0 tF 2021 DENTON JUNEMULY RESI CITY OF DENTON rum At DENTON CITY HAIL IN THIS ISSUE p . t r, Your Community, Your Voice • City Facilities Now Open for In-Person Services as of June 1 • Summer Events & Activities � Dogs in Cars: Summer Reminders • DPD Gun Violence Initiative www.cityofdenton.com • and more! IN THIS ISSUE FROM THE MAYOR GERARD HUDSPETH Denton City Council....................................................2 From the Mayor............................................................2 The topic of how the City of Denton spends . dollars brings much passion to the surface wi its th Your Community,Your Voice....................................3 many community members, particularly in our City Facilities Now Open............................................3 world of social media. Unfortunately, I can Face Covering Recommendation.............................3 imagine that a deep and thoughtful conversation about the budget process is something that is more Summer Events&Activities.....................................4-5 likely to sound like the perfect cure for insomnia. I get it. The budget is Police Initiative Leads to Seizure of 156 Guns.......6 complex, it's confusing at points, and it's something very few outside of Dogs In Cars: Summertime Reminders...................6 City Hall have the time to understand from A to Z. New Development Service Center Now Open......6 As the City gears up to build next year's budget over the summer, I hope Celebrate Music With Us On June 21......................6 1 can share some of the cornerstones that form the basis of every budget Funding at Work...........................................................7 decision we make at the City. Friendly Cart Reminders.............................................7 "HOW CAN WE DO IT BETTER?"-This is a core question for the City Connect With Us To Stay Updated...........................8 Council when we meet annually to determine our strategic priorities, which form the backbone of the budget and guide our decisions in a City of • " ctosed strategic way. The priorities are the areas in which we need to grow and on observance of make improvements so that tomorrow's Denton is better than today's. Independencethe Day hoLiday. • •-21 CITY COUNCIL PRIORITIES DENTON CITY COUNCIL - Implement Economic Development Strategic Plan - Develop Loop 288 Building to Serve Individuals Experiencing Homelessness Gerard Hudspeth, Mayor - Undergo a Comprehensive Plan Update Develop Comprehensive Waste Management Strategy Gerard.Hudspeth(acityofdenton.com Develop Affordable Housing Strategy +0410 • • - - Mobility Vicki Byrd, District 1 Improve Capital Project , nd Communication 00 Vicki.Byrd(acityofdenton.com Develop Plan, Including Architectural Design, _ Brian Beck, District 2 • Funding Options for Brian.Beck(acityofdenton.com WISE STEWARDSHIP- In setting the tax rate and approving spending amounts, we know it's your hard-earned dollars that we're using to bring Jesse Davis, District 3 services and quality of life to the community. It's a duty and responsibility we Jesse.Davis(acityofdenton.com take seriously and, while we may not all agree on how the dollars are spent, we continually work to ensure funding is diverse, waste is avoided, and we Alison Maguire, District 4 never spend more than we have (municipal budgets are always balanced). Alison.Maguire(acityofdenton.com PROPERTY TAXES PUBLIC SAFETY SALES TAXES ROAD MAINTENANCE Deb Armintor, At Large Place 5 FEES OTHERSERVICES OTHER DEBT Deb.Armintor(acityofdenton.com ="F Paul Meltzer, Mayor Pro Tem, At Large Place 6 Paul.Meltzer(acityofdenton.com STARTS AND ENDS WITH YOU - So much of our budget is a reflection of what we hear from residents. Those sentiments, needs, and wants are Not sure who your Council Member is? so woven into the fabric of our priorities that we can say, unequivocally, Visit www.cityofdenton.com/council, click on that our budget begins with you in mind and that your voice is our starting "Find Your Council Member" in the menu bar, line. Here comes my ask. Speak up. This summer we'll have many and enter your physical address. opportunities for you to provide comments on the budget, whether online or at a budget hearing, and we need this budget to end how it began— �O F' with you showing us the way. ENT4�� 38 TUR COMMUNITY, YOUR VOICE: MOIR TY INTRODUCES NEW WEBSITE DEDICATED TO COMMUNITY INPUT The City recently took another step "Collaboration with the community to keep residents in the know and helps us develop sustainable solutions HOW TO REGISTER able to share input on community and is an important piece of our AND GET INVOLVED: topics that matter to them with the decision-making process,so we are new community engagement proud to offer Discuss Denton as Have , great idea to improve our platform, Discuss Denton. another tool to engage our community or feedbackto share . community,"sa i d Ryan Adams, a current project In April, Discuss Denton was launched Director of Customer Service and We want to know about as a way to provide community Public Affairs. members with detailed information Registering get involved on select City projects; improved To get started and join a conversation, - methods for sharing input on projects, community members should head to programs, initiatives,- and a unique Discuss Denton and register. Once 1. Visit www.discussdenton.com. opportunity to participate in registration is complete, you can start 2. Click -• to complete community conversations they sharing thoughts by participating in a your registrationform. care about—at their convenience. survey about the type of projects and 3. Jointhe conversations issues you care about. - Community members can learn st you! about concepts and ideas introduced to City leaders, discuss them with their neighbors, gauge topics with polls and surveys, and share their own ideas to shape our community and strengthen • • the place they call home. -r Among the first topics to be featured on Discuss Denton are projects like the All-Way Crossing pedestrian safety improvement project around the four Now downtown square intersections; the Denton Parks, Recreation, and Trails To learn more and register for updates Master Plan; and a community contest and input opportunities with the City, to find the City's first-ever Pet Mayor. visit visit www.discussdenton.com today! CITY OF DENTON FACILITIES NOW OPEN FOR IN-PERSON SERVICES After more than a year of closure due to the COVID-19 pandemic, City of FACE COVERING RECOMMENDATION Denton facilities, including City Hall _ (215 E. McKinney St.) and City Hall East (601 E. McKinney St.), are fully open to the public for walk-in service as of Tuesday, June 1. Though various Parks and Recreation and Denton Public Library facilities were opened on May 1, guests are VACCINATED NOT VACCINATED now able to visit all other City facilities to conduct business in person. In accordance with GA-36,face coverings are not required in City of Denton facilities; however,we recommend that all visitors to City facilities follow the For updates and information, visit guidelines of the Centers for Disease Control and Prevention by wearing a face www.cityofdenton.com/coronavirus. covering and practicing social distancing if not fully vaccinated. 39 3 r � i s I Zia CLEAR CREEK CAMP Ages 7-11 Monday-Friday, 9 a.m. to 4 p.m., $85-100 This weekly camp is all summer and allows kids to get outside, get a little dirty, and explore the world around them. Campers will still go on weekly field trips to places like Rainforest Cafe, Hawaiian Falls, and Globe Life Field. Before and After Camp Pick Up is available for parents who need a buffer with time for work. YOUTH TECH SOFTWARE CAMPS I Ages 6-17 1 MLK Jr. Rec Center Campers will explore to the edges of their imagination by instructors committed to providing a fun, interactive learning environment using cutting-edge technology and software. Laptops and software provided. Weekly times, fees, and ages vary by course. A few of the camps offered include Video Game Design (June 7-10; $175), Animation (June 7-10; $160), Movie Makers (July 27-29; $155), iGame Creator (July 21-24,- $125). AQUATIC EXPLORER CAMP I Ages 7-14 Monday-Friday, 1-4 p.m., $85 This is the splashiest camp offered! Each week is a new theme, with new adventures _- around the Denton Natatorium and Water Works Park. For additional information about these and other Parks and Recreation summer camps and activities, and to register, visit www.dentonparks.com. 1 . N "TAILS&TALES"SUMMER READING CHALLENGE I Now-July 31 Take the Summer Reading Challenge at Denton Public Library! Participants of all ages will have the opportunity to earn free books and other great prizes between now and July 31, so don't miss out! Register today at denton.readsquared.com. SPLISH-SPLASH STORYTIME AT WATER WORKS PARK I June 16&30, 6/30,7/14,7/28 at 10 a.m. ° 0 Join us for a special StoryTime in the Children's Play Pool at Water Works Park select Wednesdays at 10 a.m. Admission is waived, but participants must stay at the Children's Play Pool and leave the park by 10:45 a.m. Co-sponsored by Denton Parks and Recreation Aquatics. ° TEEN BOOK CLUB I Ages 11-171 June 28&July 26 at 2 p.m.on Zoom Come and share your favorite books, manga, comics, or graphic novels and why you like them with others and find something new to read that you might not have considered before. BIRD FEEDER KITS I June 21 at 9 a.m.to 6 p.m. I North Branch Library Stop by North Branch Library (3020 N. Locust St.) and pick up a kit to create your own bird feeder! Each kit contains craft materials and instructions. One kit will be given per adult present. Kits are available on a first come, first served basis while supplies last. For additional informatior4Obout these and other Denton Public Library summer programs, classes, and events, visit li bra ry.cityofdenton.com. EMM a la The City has many activities planned to celebrate theme oldest nationally celebrated commemoration of the - ending of slavery in the United States. The freedom of 250,000 Texans two years after the 1863 Emancipation Proclamation marked the final day of slavery in America. KIDS'JUNETEENTH I June 16 at 4 p.m. North Lakes Rec Center(3020 N. Locus St.) �✓ Commemorate this historic event with a Juneteenth- themed story and craft for kids ages 6-10. ., JUNETEENTH 1011 Online I June 17 at 3 p.m.and 6 p.m. DJ Cox will present an informative beginners' guide July Jubilee is Saturday,July 3 to Juneteenth. This hearsay-debunking discussion is * Liberty Run and Walk I Denton Civic Center,7:30 a.m. a learning space for the uninformed and "just curious." Yankee Doodle Parade Downtown Denton,9 a.m. Visit bit.ly/DPLprograms to register to receive an Free Family Fun Jubilee Denton Civic Center,10 a.m.-noon Invitation to the Zoom event. Hot Dog Eating Competition Denton Civic Center,11:30 a.m. JUNETEENTH CELEBRATION I June 18 and 19 4„ Sunday,July 4 A virtual kickoff celebration will begin at noon on Friday, Dollar Day at the Pool I Civic Center Pool,noon-6 p.m. June 18. Watch it on the Denton Juneteenth Facebook Water Works Special Event I Water Works Park,7 p.m. page. That night, from 7 to 9 p.m., will be Gospel Night at Kiwanis Club Fireworks I C.H.Collins Stadium,9:30 p.m. Fred Moore Park. On Saturday, June 19, the festivities are all around Fred Moore Park. The parade will begin at noon, with awards immediately following. City vendors and Learn more at www.dentonparks.com. children's activities will start at noon and go all day. Additionally, there will be a basketball tournament, a hero's reception, and even a DJ spin-off. Then, Plan + Great Day at Water Works Park the night will end with live music from 6 to 9 p.m. www.D_ JUNETEENTH SOFTBALL TOURNAMENT Fred Moore Park(501 S. Bradshaw St.) The Juneteenth softball tournament (coed) is Saturday, June 19 at 9 a.m. The price is $100 per coed team, and the tournament will be double elimination with an ASA umpire • • • - and rules. Register online at www.dentonparks.com or call (940) 349-8575 to participate. I - • • sm SPRINKLER SYSTEM SPRUCE UP I June 10 at 6 p.m. Learn how minor repairs and simple tips can make a major - � • rr r r , • impact on the health of your landscape and water bill. To learn more and to register for this free online class, . visit www.sustainabledenton.com. CATCH THE RAIN DIY RAIN BARREL I July 15 at 6 p.m. 4 1001 S. Mayhill Rd. 1 $55 Voted Best Birthday Party This is a hands-on, DIY class where each participant will by North Texas Child in 2018 build and take home a 55-gallon rain barrel at $55 each. We'll also cover the basics of rainwater harvesting. To learn more and to register for this in-person class, visit www.sustainab[edenton.com. 5 GUN VIOLENCE I TIATIVE LEADS TO SEIZURE OF 156 GUNS In October 2020, the Denton Police on April 16, detectives responded to Department established an initiative a call for service and ultimately seized to address an increase in violent crime 11 illegally possessed firearms, involving firearms in our city. The including one stolen firearm, as well initiative used an evidence-based, as ammunition, narcotics, and cash. A data-driven approach to proactively male suspect was arrested on seven w deploy detectives in areas where felony charges and one outstanding f ' firearms have been used in the warrant. This case is just one of many commission of criminal offenses. that those working the initiative The special operations detectives who handled with great care. worked the initiative were tasked with in CARS locating and seizing firearms that Keeping our community safe and were stolen, used in the commission livable, by working to significantly SUfY MERTIME REMinDERS of violent crimes, or illegally decrease the number of shootings, possessed by felons. Patrol officers aggravated assaults, and other gun It is a violation •- - City's Code were also urged to continue crime in the City of Denton, is the of Ordinances to confine meticulously reporting gun-related primary goal of this proactive in a vehicle that may endanger their offenses, and to seize weapons used initiative. We will work with our health or - •- • • - to during violent offenses. Legally owned state and federal partners to hold lack of food or - or guns that were not used in the accountable those who look to circumstances which may cause commission of a violent crime were commit crime in our city, especially suffering, disability, death. in no way sought after or seized. those using firearms. If an animal control officer reasonably Between Oct. 1, 2020, and April 26, Denton PD will continue to diligently believes distress, 2021, Denton PD seized a total of investigate all gun crimes within they can enter the vehicle to remove 156 illegal firearms. It is also believed the city. To report suspected the animal. that several other illegal activities were violent or suspicious activity, disrupted due to the efforts of the call (940) 349-8181, or 911 in - Temperatures insi•- vehicles gun violence task force. For example, an emergency. rapidly increase causing your ••• to • - On degree day, the inside temperature of a vehicle can reach 100 degrees in a matter of about 10 minutes. / --• • • /1 /�/� • • • • Dogs cannotadjust to heat as well as humans. People sweat as a way to regulate our body temperature, but dogs coot themselves by panting. Dogs can suffer heat stroke quickly when left in a car. CELEBRATE MUSIC WITH US ON JUNE 21 • down windows effect on the temperature . a car. - The City of Denton is participating in MAKE MUSIC DAY the annual Make Music Day event on Monday, June 21 - Signs of heat stroke .- excessive Monday, June 21, with a night of free panting and/or drooling, bright -. public performances on the lawn of 4 to 5:30 p.m. - Drum Jam with Denton gums, .• • pulse, •y,vomiting the historic Courthouse on the Square. Senior Center's Drum Jam Leader or diarrhea, and dizziness. This worldwide celebration of music 5:30 to 6 p.m. - MLK Jr. Rec Center you . dog - note the was first launched in 1982 in France Pre-K Summer Camp Performance make, model, • • - - plate and is now held on the same day of the vehicle and report every year in more than 1,000 cities 6:30 to 8:30 p.m. -Tv4f fight Tunes: - • - - • • - Dept.Animal 6 across 120 countries. High School Caesar(Rockabilly) 01�011111111111 (LU, NDING AT WORK: DCCDS PLAYGROUND TURF IMPROVEMENTS The Denton City County Day School installed on the small playground with bad weather days. Having the turf has (DCCDS) was founded in 1952, and costs totaling $35,597. Robert Tickner, lowered much of our equipment which has been at its Paisley Street location a DCCDS Board Member, had this to say has made the playground even safer since 1957. For sixty-nine (69)years, about the improvements: 'The addition for our students,"said Alicia Walker, DCCDS's mission has been to support of this artificial turf to the Denton City Executive Director. a diverse, multicultural population of County Daycare playground will provide pre-kindergarten children and their a lasting improvement for the children To learn more about local and federal families in Denton County by providing in providing a safer, cleaner, all weather funding provided for community needs, quality, affordable childcare, and early environment for them to play on. It is visit online at www.cityofdenton.com/ childhood education. Their preschool attractive and inviting which promotes communitydevelopment. program provides full-time early a fun and exciting place to play, grow learning experiences for children and learn." ages 18 months to 5 years old on a ,r sliding scale tuition, and they provided daycare to 114 children during the 2019 fiscal year. AFTER In 2018, DCCDS applied for a grant _ through the City's Community i Development Grant Program to improve the school's playground.The grant program provides federal funding for public infrastructure, public services and housing projects in the community. Phase 2 of the school's playground Funds have been used to improve City improvement project was approved i parks in low-income neighborhoods, in 2020, and completed in 2021.The �r - fund affordable housing projects, fund second phase added turf to the school's domestic violence crisis resources large playground with costs totaling and to support the City's home repair $105,557. "The children and teachers programs. have loved having the turf! The children are able to go out to play even after The school's request was approved and in 2019 the first phase of the FRIENDLY CART REMINDERS project was completed.Turf was Visit www.dentonrecycles.com to tearn more. Sit ITIVECETAOLE COFELE SCRAPS PLASTIC A&LIM, I, Hetp us to cut back on contamination by knowing what to ptace in your carts.BOTTLES CANI CA., —d I.E. CARTONS BEF ,.� • ve 43 7 POSTAGEPRSRT STD US • Denton, DENTONPermit No.438 DD CUSTOMERIT RESIDENTIAL CITY OF DENTON R E S I E N T U P h!&k"hhL, CONNECT WITH US TO STAY UPDATED! Want to know what's going on at the City of Denton? We've got you covered! Follow our official communication channels to stay updated about what's happening in your city. Sign Up for CodeRED Emergency Alerts Read City of Denton News&Stories Sign Up for Email Notifications www.cityofdenton.com/codered www.cityofdentonnews.com www.cityofdenton.com/stayupdated OCodeRED WV CITY OF DENTON I NEWS 8 STURIF5 T --- rW w..c t)','Jlacnlon c_m naves r ■ Am r�� i wrur .�, /cityofdenton W@cityofdentontx 0/cityofdenton OYOUTube/cityofdenton Nextdoor RECYCLABLE IN THE CITY OF DENTON A publication of the I enton • 05/21 • ADA/EOE/ADEA • TDD(800)735-2989 www.cityofdenton.com 0,, Kiwanis® CLUB OF DENTON, TX 1001 N. ELM STREET DENTON, TEXAS 76201 (940) 387-6323 CLUB OFFICERS May 9, 2021 2020-2021 JULIE WILLIS President JAMES HILTON Jennifer Eusse President-Elect Gary Packen ALLEN CHICK City of Denton Parks and Recreation Department Immediate Past President 601 E. Hickory, Suite B JEFF KING Denton TX 76205 Vice President SIMONE RO Treasurerer Dear Jennifer and Gary: Treasurer CRYSTAL WOOD Secretary The Denton Noon Kiwanis Club is respectfully requesting that the City of Denton again be a major sponsor of the 491h Annual Denton Kiwanis Fireworks Show of which will be held at C.H. Collins Stadium and ROBIN adjacent parking lots on Sunday July 4th Executivetine , 2021. Secretary The support and man hours supplied through multiple city departments via in—kind services is a vital key DIRECTORS to the success of this annual event. Our partnership with the City of Denton is of high importance to our GREG SAWKO Kiwanis Club and we look forward to our expertise, advice and services that complement the planning zo19-zozl Y p p p g MELVIN WILLIS and production of the Fireworks Show. The following are specific details surrounding this event: 2019-2021 1. Event organization and contact: Denton Noon Kiwanis Club, Hank Dickenson—event coordinator, AARON NEWQUIST 940-367-0919. 2019-2021 2. Proposed event date, location &time: Sunday July 4th, 2021—C.H. Collins Stadium and adjacent CARL STOCKER 2019-2021 parking lots from approximately 5:00 pm to 11:00 pm TELESE GRAY 3. Anticipated attendance/historical attendance: estimated 20K on the property (parking lot and in 2019-2021 the stadium) TREY 2019 202I1 O 4. Purpose of event: This is a fundraiser for the Denton Noon Kiwanis Club Children's Clinic and PAM BARNES public celebration of our National Holiday. 2020-2021 5. Benefits to the Community: The funds raised benefit economically disadvantaged children in KARA MUSE Denton by providing medical, dental, and counseling services in addition to eye exams and glasses. 2020-2021 6. Request of in-kind services and resources: During this event we are requesting the presence of ASHLEYLASCOR 2020-2021 Police, Fire, and EMS. RAY STEPHENS 2020-2021 On behalf of our Denton Noon Kiwanis group I want to thank you for your consideration of this request DA PICCOLO 202 and for the Cityof Denton's continued support for this community event. zozo-zou p p Y If you have any questions, please feel free to contact us. Sincerely, ju e./L. Walily Julie L.Willis President Kiwanis Club of Denton SERVING THE CHILDREN OF THE WORLD www.dentonkiwanisclub,grg • www.kiwanis.org IN-KIND SUPPORT PERSONNEL HOURS 1 2021 Estimates Police Dept. Actual Event Hours TOTAL • Time Code Regular Overtime Police Officers 180.00 180.00 Total Police Hours 180.00 Police Dept. Actual Event Expenses TOTAL Time Code Regular Overtime Police Officers $14,135.71 Total Expenses $14,135.71 Fire Dept. Actual Event Expenses TOTAL EMS Services $1,440 $1,440.00 Firework Permit $200 $200.00 $1,640.00 otal City Co-sponsorship Investment $15,775.71 46 • T Act , � t [L7t��I � t• , f I "Wilt ♦ I i• v: :- - •p w , f fs off ell Avenue Corridor Study • IMPROVING DEN T N ra a r ' PeaC St Lpwood Dr �aewooq Dr Greenwood Dr _ Ilk ; / • • • • • . `tea o _ ui 4 - c • + - Roberts St' •; Woodland St -� '..� �: �`, • • • cc ry J �i4? �� ,�,• _. �kton� , • • • r• ry .. Sunse . t WIck2r-Wa- '. • estwa ery St ';: T a • • 1 i BeverlyDr• dell St �. Wayne St{ Anysa4Ln ' • ' • • +3rd ' c- more St n t _ t - ° c t } Newport-Ave • p1 Oak Park Dri 1.-, - • '1s St wyerSt n zAv »� ! Oak Tree it . ' ► A ack PI '. • • .rl�exa ` s• y .. -Barnes Dr• eeDMandl t Dana Ln � . ON 9an S o • • • • M 1..' `. ,�. Davis S f : p�-�,°0 y of ynFLe w'—�•ti �i' eo� IMP� Z DEN TON 2020 Traffelc Volumes Data collected Fall o 2019; pre-COVI D19 0 of oC a� �Ot Denton )enton Z re�� EV��ve Bible -ente F`' L College ° 33,6pplivers+ty Ot Holidaytodge Texas ; O o Rd Woman's Q Texas kD University CO Woman'- O University 00i Texas Woman's Z Golf University Course N=- O o � O u- M z7-00 �a Homi 0 W Congress St Dr -0 Pizza H+ F261 Q O O Denton E McKinney StLj Q 0 O^ 00 Q E McKlnne.Y St 2 ^° Q Mack Park ate M Q IMPIROVTNG 2045 Traffelc Volumes w/ Bell A Open 142810 Decrease in US 380 0 —' a�V lS�ty�C 380 Denton traffic due to Bible )entor Z re�� EV�we College realignment of US -enter IL. 9 '° ;JS35 331080 ,vers%tyVC Holid4odge 380 to Loop 288 Texas Q Texas O �9°�d • 90% Increase in Woman s _ 0 University cc Woman's T �1 Traffic Volume on Z University Texas Woman's Golf Average N University feel Course R* a LA z-I ^ Homi Z Q` W Congress St 0�°j Pizza Hi N N Denton E McKinney st M E o C McKinney St p M p Mack Park 426 LA N IMPROVTNG 2045 Traffelc Volumes w/ Bell A Closed 41 a2a • Approximately N o 10,000 vpd diverte o of oC 380 Denton from Bell Avenue to )enton Z Sret�a� �vr�ve`S\ty Bible enter 1:6. College adjacent roadways 1q%n 3617RniversM°` Holido* ->dge LA • Most significant Woman's Q Texas M. v WO University ,' increases on Mingo, University CO University r' �1ti Texas Woman's Golf Elm, Locust and 0 University r-*' Course Carroll 114*114 �o z00 �� Homi W Congress St � �� 5 0 -aPizza Ht n O Denton E McKinney St 00 O o 00 N C E McKinney St 2 00 N r_t J Mack Park a26 ds: IMPIROVTNG Results Recommendat *ions Intersection Existing 2045 2045 Old North Rd at University Dr W/ Bell who Bell • Adequate Roadway Capacity Exists Mockingbird Ln at Mingo Rd Even w/ Bell Avenue Closed Nottingham Dr at University Dr Nottingham Dr at Mingo Rd Ruddell St at University Dr Ruddell St at Mingo Dr • Ruddell Should Ultimately Provide a N Bell Ave at Sherman Dr N Bell Ave at University Dr Minimum of 4 Lanes of Travel N Bell Ave at Chapel Dr N Bell Ave at Texas St N Bell Ave at Mingo Rd • Mingo Should Ultimately Provide a N Bell Ave at E McKinney St N Locust St at University Dr Minimum of 3 Lanes of Travel N Locust St at Oakland St N Locust St at E Parkway St N Locust St at E McKinney St • Carroll Should Ultimately Provide a N Elm St at University Dr N Elm St at E Parkway St Minimum of 6 Lanes of Travel N Elm St at E McKinney St gin N Carroll Blvd at University Dr N Carroll Blvd at W McKinney St IMPROVING DENTCN QUESTIONS ?. COMMENTS ?. THANK YOU IMPDENINI OCIN • T Act , � t [L7t��I � t• ,�ItttlNr , i � _ #• , f I "Wilt � tw '• a � 0. � M•.�tft�t _ of 4"t ♦ I i• v: :- - •p w , f Bell Avenue Roundabouts IMPROVING DENS OCIN. Background - Study Area / Scope Chapel Drive (mini roundabout) R' 410 Potential Bell Street Pedestrian Zone M• •• �;t oil ma a# rw 11kCollege Street mini roundabout o ° s • f `a r MR • � ` 1� f - Texas Street (compact roundabout) —!1 e l • � rM1 I Coe IMPIR • Background - Phased Approach Mini roundabouts at Chapel and College • Temporary materials during pilot period • Permanent materials if successful Compact roundabout at Texas • Permanent materials from start, but construction occurs after temporary mini roundabouts at Chapel & College Creation of a Bell Street Pedestrian Zone between Chapel and College • Removable barriers to allow for deliveries, emergency vehicles, etc. Teimeleine 2020 2021 Task AUG SEP OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG Bell Street Mini Roundabouts Temporary Design Temporary Implementation Permanent Design Construction (pending funding) Texas Compact Roundabout Permanent Design Construction (pending funding) IMPIROVTNG v VqW t GiAw lilt t h M RIB;t f we a of 16 _ It ��E ■ 'ems' _ •1.� .. 1. . ��• _ 'r T f t t ' P k ZC One �Way Two �Way Impacts - f r��e � r •• - � : • •�� ,ate _ s_�_ � _� „� IMPROVING DENS OCIN. CONGESTION CONGESTION One —Way Streets Two —Way Streets Provide up to 50% more per- Provide less lane capacity due lane capacity to increased conflicts IMPIROVTNG Council . . . 20-245 DENT(ON CONGESTION One —Way Streets Two —Way Streets • Provide up to 50% more per- Provide less lane capacity due lane capacity to increased conflicts • Increase the efficiency for less efficient flowrates due to vehicular flow (progression) increased number of turns . . . IMPIROVTNG CONGESTION One —Way Streets Two —Way Streets • Provide up to 50% more per- Provide less lane capacity lane capacity Less efficient flowrates due to • Increase the efficiency for increased number of conflict vehicular flow (progression) points (left turns) • Retain more traffic on primary Potential for traffic to migrate roads to parallel residential streets CONGESTION All One-Way Cu8)V (Jl V O W O O lD O r j— Oo r o p o $ Q_t - ;��i _ -E Universit`1 --W'Unive�sity'Or� �^ TexaspWoman's a Univerrlgy-Denton m > ai $ PECAN o ~ o $ a cc z u E ��0 OZ W z WEST OAK HISTORIC OAK HICKORY 2� 1��900 DISTRICT ��bs* HISTORIC Denton E McKinney St �s W Hickory St DISTRICTPA 5,900 CEMENT CITY m -A -1 r_t Q o E pep 4 v Oakwood � � Cemetery University of North Texas 3g SOUTHI F. DENT Eagle Dr L?� L IMPROVTNG CONGESTION All Two-Way eta V � A O O A O r � A O W O O O 3 t -UrIlvelSM . c niversity Dr= l Texasooman's Universgy-Denton m N a m $ o PECAN N o V $ a z gv E boa°� z W z WEST OAK HISTORIC OAK HICKORY Z 20,300 DISTRICT ��3b000 HISTORIC Denton E McKinney St s W Hickory St DISTRICT c 1+300 c CEMENT CITY co N O E 0 gy\" ; "' ti Oakwood A gLA b" Cemetery University of North Texas SOUTH' DENT Eagle Dr 377 IMPROVTNG Council • . DENT(ON Date: May 28,2021 Report No. 2021-033 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: The purpose of this Informal Staff report is to provide a response to a Councilmember's request for a summary of the options available to repeal the 65 years of age or older property tax freeze and increase the homestead exemption for City of Denton property owners. BACKGROUND: In 2017,City of Denton voters approved a property tax freeze for property owners who are disabled or 65 years of age or older. The freeze only applies to homestead properties and is administered and approved by the Denton Central Appraisal (DCAD) each year as part of the appraisal process. The freeze establishes a tax ceiling for qualified property owners. The ceiling represents the maximum amount a qualified property owner will pay in City taxes annually,ultimately protecting the homeowner from an increase in their property tax bill. For example, if a property owner qualifies for the exemption in 2020,their tax ceiling moving forward will be equal to the 2020 tax amount. Currently, the City has approximately 7,872 properties with the freeze which represents $1.58 billion in taxable value. Since eligible homeowners pay a frozen amount,the loss of taxable value represents a loss of revenue to the City in the following annual amounts: City of Denton Disabled or Over 65 Freeze Summary Fiscal Year* Accounts Projected Loss in Revenue Tax Rate Loss of Value 2020 7,486 $968,872 $0.590450 $1,420,000,000 2021 7,872 $980,178 $0.590450 $1,580,000,000 *FY2019 was the first year of the over 65/Disabled tax limitation(freeze) In addition to the disabled or over 65 property tax freeze, qualifying homeowners over 65 years of age or with a disability can apply for a homestead exemption equal to $50,000. The City also has a homestead exemption that equals 0.5% of the taxable value or a $5,000 minimum, whichever is greater. There are currently 20,226 properties in the City with a homestead exemption. Similar to the other exemptions, these exemptions are administered and approved by the DCAD. It is important to note that the City's portion of an average total tax bill represents approximately 26%. The following sections summarize the option for City Council to repeal the over 65 tax freeze and an alternative option for increasing the homestead exemption. APPEAL TO THE STATE LEGISLATURE Once a city adopts the over 65 tax freeze, it may not be repealed or rescinded. Texas Constitution Article VIII, section I-b(h). In order for the City to repeal the exemption, the Texas Constitution would need to be amended to allow cities to repeal the exemption. The Texas Constitution is amended by a joint resolution being approved by a 2/3 vote of the entire membership of each house of the Texas Legislature and subsequently approved by the voters at a duly called election. If approved, additional legislation may be required to enact the change. 65 Date: May 28,2021 Report No. 2021-033 INCREASING THE HOMESTEAD EXEMPTION The City's homestead exemption allows homeowners living in their principal residence a reduction in assessed value used to calculate City of Denton property taxes. The City's current homestead exemption rate is 0.5% or a minimum or $5,000 whichever is greater. Currently, the City has approximately 20,226 homes with this exemption,representing 63% of all single-family homes in Denton. According to the DCAD website, a homeowner may file for a homestead exemption between January 1 and April 30 for the year for which the exemption is requested. The City Council may increase the homestead exemption to 20%of a property's appraised value. A change to the homestead exemption rate in the future would have an impact to both homes receiving the exemption and to the City in lost revenue from exempted values. To maintain the same level of property tax revenue, an increase in offered exemptions would require an increase in the property tax rate. The deadline for City Council to make a change to the homestead exemption is July 1. If City Council desires to pursue this option,staff will present the full financial impacts of any change for Council consideration. STAFF CONTACT: Cassey Ogden Finance Director Cassandra.ogden(acityofdenton.com REQUESTER: Council Member Armintor PARTICIPATING DEPARTMENTS: Finance STAFF TIME TO COMPLETE REPORT: Two hours 66 Date: May 28,2021 Report No. 2021-034 INFORMAL STAFF REPORT TO DENTON CITY COUNCIL SUBJECT: Update on Texas Municipal Power Agency(TMPA) mining property and potential sale. PURPOSE: The purpose of this Informal Staff Report is to provide a summary of the TMPA's history, its governance structure and relationship with the City of Denton as it pertains to the potential sale of TMPA's mining property. DISCUSSION: The City of Denton, Texas is a 21.3% stakeholder in TMPA along with the City of Bryan (21.7%), the City of Garland (47%), and the City of Greenville (10%), Texas. Together these member cities formed the organization in the 1970s to help meet their collective electric power supply needs. TMPA owned transmission, generation, mining, and related assets to aid in its mission to deliver electric power to its member cities. In September 2016, the member cities approved a Joint Operating Agreement ("JOA"), which has had three approved amendments, and one pending amendment (JOA Amendment 4) since that time. JOA Amendment 1 was contingent upon a sales agreement being negotiated at that time. That agreement was never completed therefore, JOA Amendment 1 is null and void. The JOA and its amendments are attached to this report for reference. The JOA categorized the major businesses of TMPA's operations into three main areas being generation, transmission, and mining. The generation assets were recently disposed of leaving the transmission and mining assets as the two major ones remaining for disposition. Of those two, only the transmission assets remain in active operation. The mine was the original fuel source for the Gibbon's Creek generation plant. It operated in the early years of the organization but due to the low quality of lignite coal, TMPA shuttered the mine in the mid-1990s in favor of higher quality coal shipped by rail. The mine today exists only as a property that is monitored and maintained to meet environmental regulations under a reclamation plan. TMPA estimates that the reclamation activity is about 90% completed. The final release under bond by TCEQ may take about 5 years to complete. Under the original JOA the TMPA Board has sole authority to sell the mining property once the reclamation process is complete. This authority remains in effect today. JOA Amendment 2 modified the Board's authority by permitting it to sell mining property prior to completion of mine reclamation but with certain restrictions as to size and price. The currently pending JOA Amendment 4 removes the restrictions (complete reclamation of property) thereby permitting the sale of the entire mining property with outstanding reclamation activities. Unlike the sale of the generation property and assets, which required unanimous approval of all member cities, the City of Denton nor the other member cities are required to approve the sale of the mining property once either the reclamation is completed or JOA Amendment 4 is approved. 67 Date: May 28,2021 Report No. 2021-034 In the event a member city desired to require a change to TMPA's authority to sell the mining property under the intent of the original JOA, an amendment to the JOA would first need to be recommended by the TMPA Board and then unanimously approved by each of the member cities. Regarding TMPA's authority, under JOA Amendment 4 (sale of property with outstanding reclamation activities), the cities of Denton, Greenville and Garland could repeal their previous ordinance granting TMPA's authority until such time as the City of Bryan approves JOA Amendment 4. If the City of Bryan approves JOA Amendment 4, then only another unanimously approved amendment could repeal TMPA's authority. CONCLUDING REMARKS: TMPA has hired a real estate broker and is currently marketing the mining property for potential sale. The sale of the mining property could occur within the next 6-12 months depending on market conditions and offers. Per the amended JOA, TMPA is authorized to enter into sales agreements for the mining assets and real estate prior to reclamation under JOA Amendment 2, and in section 3.2.4. (per the pending JOA amendment 4) TMPA would be authorized to enter into such sales in a less restricted fashion prior to reclamation. The major remaining condition is that any sale must be for no less than fair market value as reasonably determined by TMPA (with the consultation of a third-party appraiser). The fair market value is currently estimated to be approximately $60 million(Denton's share would be approximately$12.8 million). The JOA contains a Super Majority voting provision for its board related to certain votes involving debt or long-term obligations (24+ months). The sale of mining assets presumably would not add long term debt or performance obligations and would not fall into this category. Under the Rules & Regulations adopted by the TMPA Board, an `Extraordinary Majority Vote' is required to sell real property having a value in excess of$50,000. An Extraordinary Majority Vote to sell the mine will require a quorum of 6 Board Members, at least 5 affirmative votes, and the affirmative votes must add up to 51% of the interests of the parties (as such interests are defined in the first sentence under"Discussion" above). ATTACHMENTS: 1. Map of property 2. Photos of mining property 3. Original JOA 4. JOA Amendment 1 5. JOA Amendment 2 6. JOA Amendment 3 7. JOA Amendment 4 STAFF CONTACT: Antonio Puente, Jr., DME General Manager 940-349-8487 Antonio.Puente&cityofdenton.com 68 Map of TMPA mine property(10,611 acres) (JKH 05/19/21) K L 1 r� Iwo 4'a 69 s r' t• y -� iR'1 ..J ' I I . 70 Alp Jt1'y 1 .�/tl'3 •/L�7.I' {tr F+ �A� .v;1 v+��E:.�•�• r t��,jy� �• ��,. � a' .. � r,, '' '�rriir�+�1 ,f� ,.r�T� .t'•��j1rY.1. '�:�-►/.�rj�.��f •�. ,'j r. 'T kj:r"�, ��:n - *l' �. l M•� �lj�� 11 l+:r,' �H V �Np.7vI"��/�;'• ' �3 `7►r,/• rtR�S �� r Attachement 4 RESOLUTION NO. R2016-029 A RESOLUTION OF THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION ("CITY"), APPROVING AND AUTHORIZING THE SALES OF CERTAIN ASSETS BY THE TEXAS MUNICIPAL POWER AGENCY ("AGENCY") AND THE REFUNDING OF CERTAIN AGENCY FINANCIAL OBLIGATIONS IN CONNECTION WITH THE AGENCY'S SALES OF ASSETS;AUTHORIZING THE MAYOR TO ACT ON THE CITY'S BEHALF IN EXECUTING CERTAIN AMENDMENTS TO AGREEMENTS BY AND BETWEEN, AND AMONG THE AGENCY AND THE CITIES OF BRYAN, DENTON, GARLAND, AND GREENVILLE("PARTICIPATING PUBLIC ENTITIES" [EACH A"PARTICIPATING PUBLIC ENTITY"]) NECESSARY TO EFFECTUATE THE AGENCY'S SALES OF ASSETS AND THE ASSOCIATED REFUNDING OF ITS FINANCIAL OBLIGATIONS; AND TO TAKE SUCH OTHER AND FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE CITY'S APPROVAL OF SUCH SALES AND THE REFUNDING OF THE AGENCY'S RELATED INDEBTEDNESS; AUTHORIZING AND APPROVING OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Chapter 163 of the Texas Utilities Code, Subchapter C-1 ("Act"), the City is a Participating Public Entity in the Agency and, pursuant to Section 163.080(c) of the Act, and agreements between the Agency and the City, the•City's approval is required for sales of assets by the Agency, and WHEREAS, the Board of Directors of the Agency has determined that the sales of certain generation and transmission assets is in the best interest of the Agency and its Participating Public Entities and has adopted a resolution recommending that the Participating Public Entities relinquish all rights to and approve the sales of those assets as generally described in Attachments A and B, and WHEREAS, in connection with such sale of assets, the Board of Directors of the Agency may determine that it is necessary to refund certain outstanding bonds and commercial paper of the Agency to effectuate such sales, and to adopt new commercial paper programs, and seeks the City's approval of the issuance of refunding bonds and of the new commercial paper programs,according to the terms as described on Attachment C("Refundings"), subject to and effective upon the closing of the sales, and WHEREAS, the amendment of certain existing agreements between and among the Agency and the Participating Public Entities,namely the parties' Global Settlement Agreement and the Joint Operating Agreement, as shown in Attachments D and E are necessary for the approval of the sales of assets and the Refundings, and WHEREAS, the "Effective Date" shall be, assuming the approval and execution of a resolution by each Participating Public Entity containing the following terms, the date of approval of such resolution by the last Participating Public Entity to approve the resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: 1. The recitals in the preamble are true and correct. 2. The City of Denton hereby approves and authorizes the Agency to sell certain Agency generation assets as generally described in Attachment A, and upon such sale, relinquishes any and all interest in such assets. 72 Attachement 4 3. The City of Denton hereby approves and authorizes the Agency to sell certain Agency transmission assets as generally described in Attachment B, and upon such sale, relinquishes any and all interest in such assets. 4. To effectuate the closing of the sale of the assets generally described in Attachments A and B, the City of Denton hereby approves and authorizes the Agency's issuance of refunding bonds and/or commercial paper as necessary to effect the sale of generation assets, and adoption of a new commercial paper program, on the terms and in substantially the form described in Attachment C. 5. To effectuate the closing of the sale of the assets generally described in Attachments A and B, the City of Denton hereby approves and authorizes the Agency's issuance of refunding bonds and/or commercial paper as necessary to efi6ct the sale of certain transmission assets, and adoption of new commercial paper programs, on the terms and in substantially the form described in Attachment C. 6. The City of Denton hereby approves and authorizes the Mayor to execute amendments to the Global Settlement Agreement and the Joint Operating Agreement in substantially the form and substance shown in Attachments D and E. This Resolution shall be and become effective upon the Effective Date. PASSED AND APPROVED this the Z day of u ,2016. CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL CORPORATION Chris Watts,Mayor ATTEST: ,J 1r1iler W I cr ti,City Secretary APPROVED AS TO LEGAL FORM I .i.. t ty h t torn, e.._ 73 Attachement 4 ATTACHMENTS ATTACHMENT A— AGENCY GENERATION ASSETS APPROVED TO BE SOLD ATTACHMENT B— AGENCY TRANSMISSION ASSETS APPROVED TO BE SOLD ATTACHMENT C— TERMS OF REFUNDING BONDS AND NEW COMMERCIAL PAPER PROGRAMS Subpart A—Terms of refunding of generation debt Subpart B—Terms of refunding of transmission debt ATTACHMENT D— AMENDMENT TO GLOBAL SETTLEMENT AGREEMENT ATTACHMENT E— AMENDMENT TO JOINT OPERATING AGREEMENT 74 Attachement 4 ATTACHMENT A-AGENCY GENERATION ASSETS APPROVED TO BE SOLD The Purchased Assets consist of real property, buildings, structures and fixtures,the personal property generally described as follows: Real Ijroj!, That certain tract of land referred to as the plant site,to be more particularly described at closing by metes and bounds,together the following buildings, structures and fixtures, and associated easements, rights of way, privileges,other rights appurtenant: a. Gibbons Creek Steam Electric Station (including all buildings, structures, equipment, tools,piping,tanks, systems, wells, power cables, and related equipment and systems that comprise the Station) b. Gibbons Creek Reservoir and associated water rights. C. Ash handling complex. d. Ash Ponds. e.. Scrubber Sludge Pond. f. Gypsum pile. g. Coal pile. h. Fly Ash Loading Area. i. Production Area. j. Maintenance Area. k. Facility Administrative and Technical Office Building. 1. Warehouses, Laydown Storage Area. in. Switch Yard. n. Rail Spur to BNSF Line. o. Spur right of way and easements from Gibbons Creek Station suitable for construction of rail spur to UP Line. P. Hog Creek Substation. q. All generation-related on-road and off-road vehicles, equipment, and boats. r. Ash Disposal Landfills on properties being acquired in this Transaction.S. Main Transformer outside the Gibbons Creek Substation. t. Navasota River Pump Station. Excluding: 75 Attachement 4 1. Other than the Hog Creek Substation,all transmission facilities and lines within the defined real property, including all easements, rights of way, and licenses associated with such facilities and lines. 2. In the Hog Creek Substation,the 138kV motor operated switch off the 138 kV Bryan-East Line (138 kV Motor Operated Load Break Switch 1200 A 138 kV GCHC -8019 at Hog Creek). 3. The Gibbons Creek Substation. 4. Existing Atmos gas pipeline and third party electric facility easements. 5. All other reservations and exclusions or limitations necessary to operate the above excluded items. 76 Attachement 4 ATTACHMENT B— AGENCY TRANSMISSION ASSETS APPROVED TO BE SOLD A. Substations to be conveyed: 1. The Gibbons Creek Substation except for the 138kV facilities within the substation. 2. The Jack Creek Substation except for the 138kV facilities owned by the City of Bryan. B. Transmission lines to be conveyed,together with those easements and crossing agreements identified herein: 1. Gibbons Creek to Singleton 345kV double-circuit transmission line. 2. Gibbons Creek to Jack Creek 345kV double-circuit transmission line. 3. Jack Creek to Twin Oak 345kV double-circuit transmission line. C. Transmission Construction Projects Certain planned capital investments(and related contract rights)in the Gibbons Creek Substation,including (i)the Reactive Support Unit consisting of two 345 kV, 100 MVA reactor banks,(ii)the replacement of the existing 300 MVA auto-transformer with a 600 MVA auto-transformer, including the Gibbons Creek Substation Expansion which will be transferred separately post-closing following the transfer of the Gibbons Creek Substation Expansion from Cross Texas to the City of Garland,and subsequently to TMPA, and(iii)the increase in capacity of the Singleton 345 kV transmission line at the time it is relocated out of the Gibbons Creek Substation. 77 Attachement 4 ATTACHMENT C—TERMS OF REFUNDING BONDS AND NEW COMMERCIAL PAPER PROGRAMS Subpart A—Terms of refunding of generation debt and commercial paper: Maximum principal amount: $225 Million Dollars Maximum interest rate- bonds: 7% Maximum interest rate — commercial paper: Maximum interest rate permitted by state law Maturity date of bonds and commercial paper: On or before September 1,2018 Subpart B—Terms of refunding of transmission debt and commercial paper: Maximum principal amount: $275 Million Dollars Maximum interest rate- bonds: 7% Maximum interest rate— commercial paper: Maximum interest rate permitted by state law Maturity date of bonds and commercial paper: On or before September 1,2040 78 Attachement 4 ATTACHMENT 1)—AMEADMEWN0. I TO CJ.,,OBAL SETTLEMENT AGRE'EMENT 79 Attachement 4 AMENDMENT NO. 1 TO THE GLOBAL COMPROMISE SETTLEMENT AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This Amendment No. 1 to the Global Compromise Settlement Agreement effective December 17, 2009, (the "Amendment") is made and entered into by and between the Texas Municipal Power Agency(the "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas, each of which cities is a municipal corporation of the State of Texas and a home rule city (herein collectively "Cities" or individually "City") (collectively, the "Parties"), to be effective as of the Effective Date set forth in the recitals below. Capitalized terms used in this Amendment not otherwise defined herein shall have the definition set forth in the Global Compromise Settlement Agreement. WITNESSETH: WHEREAS, the Parties have previously entered into the Global Compromise Settlement Agreement; and WHEREAS, TMPA has issued a request for proposals related to the sales of certain assets of the Agency, as authorized by the TMPA Board by Resolution No. 2016-1-5; and WHEREAS, TMPA received responses to such request that it wishes to accept, such responses being in the form of a proposed purchase of generation assets of the Agency and a proposed purchase of certain transmission assets of the Agency, pursuant to TMPA Board Resolution 2016-1-5; and Page 1 of 5 80 Attachement 4 WHEREAS, the Parties desire to amend the Global Compromise Settlement Agreement to permit (i) these two sales of assets and (ii) to permit the issuance of certain refunding bonds and/or commercial paper and adoption of new commercial paper programs, by the Agency on terms agreed to by the Parties pursuant to the Joint Operating Agreement (as amended) between the Parties; and WHEREAS, TMPA and the Cities have agreed to this Amendment of the Global Compromise Settlement Agreement to accomplish these purposes; and WHEREAS, the"Effective Date"of this Amendment shall be, assuming the approval and execution of identical resolutions by each of the Parties,the date that this Amendment is approved and executed by the last Party to approve the Amendment; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants, benefits, agreements and obligations of the Parties, as set forth herein, the Agency and each City, each intending to be legally bound, agree as follows: Section 1. Section 2(B) of the Global Compromise Settlement Agreement is amended by adding the following subsections (11) and (12): "(11) To effectuate the closing of the sale of Generation Assets as contemplated by TMPA Board by Resolution No. 2016-1-5, and to adopt a new commercial paper program, the Parties agree that,notwithstanding subsection(5), TMPA's existing generation-related debt and/or commercial paper may be refunded on terms set forth in Amendment No. 1 to the Joint Operating Agreement between the Parties. "(12) In the event of the closing of the sale of Generation Assets as contemplated by TMPA Board by Resolution No. 2016-1-5, and to effectuate the sale of Transmission Assets as contemplated by TMPA Board by Resolution No. 2016-1-5 and to adopt new commercial paper programs, the Parties agree that, notwithstanding subsection (5), TMPA's existing transmission- related debt and/or commercial paper may be refunded on terms set forth in Amendment No. 1 to the Joint Operating Agreement between the Parties. Section 2. OTHER AGREEMENTS. (a) All other terms and conditions of the Global Compromise Settlement Agreement shall ,remain in full force and effect except as modified herein. (b) This Amendment shall terminate on the same date the Global Compromise Settlement Agreement terminates. (c) Each Party warrants that all necessary actions have been taken to make this a binding amendment, including Board or Council action, as applicable. Page 2 of 5 81 Attachement 4 (d) This Amendment may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Section 3. OTHER EVENTS. In the event that the proposed asset agreement for the sale of Generation Assets as authorized by the TMPA Board by Resolution No. 2016-1-5 is terminated or for any reason does not occur,this Amendment shall terminate and be of no force or effect. IN WITNESS WHEREOF, the Parties have executed this Amendment Number One to the Global Compromise Settlement Agreement,to be effective on the Effective Date set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY By: r_._...._...................... e.,n, . .. —. _ ................_ Name: Title:. Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency CITY OF BRYAN, TEXAS By:. . Name: Title: Date: Attest: Page 3 of 5 82 Attachement 4 Approved as to form: _ ..n Counsel for the City of Bryan, Texas CITY OF DENTON,'1"E:? P By:.... ..... Name. - 6 Title: t Date: . Attest . . � Approve S to to Counsel for the City of enton,Texas CITY OF GARLAND, TEXAS By: .. _�,..,. ._�.... w........... Name: Title: Date: Attest: CITY OF GREENVILLE, TEXAS By: ....._ .... .. Name: Title: Date: Attest: Page 4 of 5 83 Attachement 4 GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: Page 5 of 5 84 Attachement 4 ATTACHMENT E—AMENDMENT NO. 1 TO JOINT OPERATING AGREEMENT 85 Attachement 4 AMENDMENT NO. 1 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN,TEXAS CITY OF DENTON,TEXAS CITY OF GARLAND,TEXAS CITY OF GREENVILLE,TEXAS This Amendment No. 1 (the "Amendment") to the Joint Operating Agreement effective September 1, 2016 (the "JOA"), is made and entered into between the Texas Municipal Power Agency ("TWA"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively"Cities"or individually"City"),each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TWA (collectively, the "Parties'). Capitalized terms used in this Amendment not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: WHEREAS, the Parties have previously entered into the JOA effective September 1, 2016;and WHEREAS,TMPA has issued a request for proposals related to the sales of certain assets of TMPA,as authorized by TWA Board by Resolution No.2016-1-5; and WHEREAS, TMPA received responses to such request that it wishes to accept, such responses being in the form of a proposed purchase of generation assets of TWA and a proposed purchase of certain transmission assets of TWA,pursuant to TMPA Board Resolution 2016-1-5; and WHEREAS,the Parties desire to amend the JOA to permit(i)these two sales of assets by TMPA, (ii)to permit the issuance of certain refunding bonds and/or commercial paper by TMPA on terms agreed to by the Parties pursuant to JOA, as amended by this Amendment, and (iii)to provide for the security of Mine Reclamation Bonds; and WHEREAS, the Parties have agreed to this Amendment of the JOA to accomplish these purposes; and Page 1 of 13 86 Attachement 4 WHEREAS, this Amendment shall be deemed delivered and effective, assuming the approval and execution of an identical resolutions by each of the Parties, on the date that this Amendment is executed by the last Party to do so,being the"Effective Date"of this Amendment; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants,benefits,agreements and obligations of the Parties,as set forth herein,the Parties,each intending to be legally bound,agree as follows: Section 1. In the event the Generation Asset Sale is terminated,or for any reason does not close,this Amendment shall terminate and be of no force or effect. Section 2. Article I of the JOA is hereby amended by adding the following definitions to be inserted alphabetically into their respective locations within the definitions contained in Section 1.2 of the JOA: "Final Working Capital Proceeds"shall mean that portion of the proceeds of the sale of Generation Assets received for the sale of Working Capital as defined in the transaction documents associated with the Generation Asset Sale. "Generation Asset Sale"shall mean and refer to sale of Generation Assets resulting from a request for proposal process authorized by TMPA Board by Resolution No. 2015-1-5: "Generation Asset Sale Closing" shall mean the closing of the transaction selling the Generation Assets and transfer of certain Generation Assets pursuant to the Generation Asset Sale. "Mine Reclamation Bonds" shall mean any Debt issued for the purpose of mine remediation or any obligations related thereto, including any "credit agreements" as defined in Section 1371.001(1),Texas Government Code. "Refunding Debt" shall mean both the Refunding Generation Debt and the Refunding Transmission Debt. "Refunding Generation Debt"shall mean Debt issued for the purpose of the refunding of TMPA's outstanding bonds and commercial paper as required to effectuate the Generation Asset Sale. "Refunding Transmission Debt" shall mean (i) Debt issued for the purpose of refunding of TMPA's outstanding bonds and commercial paper as required to effectuate the Transmission Asset Sale,(ii)Debt issued for the purpose of long-term refinancing of a portion of TMPA's outstanding commercial paper notes under its commercial paper program established prior to September 1, 2016 and related to Transmission System assets not subject to the Transmission Asset Sale, and (iii)new commercial paper programs(A)to refund of TMPA's outstanding bonds and commercial Page 2 of 13 87 Attachement 4 paper as required to effectuate the Transmission Asset Sale and (B) to support of the ongoing operations of the Transmission System. "Total Proceeds" shall mean all proceeds received from the sale of Generation Assets including the Final Working Capital proceeds. "Transmission Asset Sale"shall mean and refer to the sale of certain Transmission Assets resulting from a request for proposal process authorized by TMPA Board by Resolution No. 2016-1-5. Section 3. The definitions of "Bond Resolution," "Transmission Debt" and "Transmission Revenues" contained in Section 1.2(g), (t) and (v), respectively, of the JOA are deleted in their entirety and are hereby amended to read in their entirety: "(g) "Bond Resolution" shall mean the following resolutions of TMPA adopted prior to the Effective Date of this Agreement authorizing an issue of Bonds or subordinated indebtedness: (i) the "Texas Municipal Power Agency Subordinate Lien Revenue Refunding Bonds, Series 2008," (ii) "Texan Municipal Power Agency Junior Subordinate Lien Revenue Refunding Bonds, Series 2013," (iii) the "Texas Municipal Power Agency Commercial Paper Notes, Series 2005," (iv) the "Texas Municipal Power Agency Subordinate Lien Revenue/Transmission Revenue Converting Security Refunding Bonds,"Series 2010," (v) any commercial paper notes issued after the Effective Date of this Agreement to refund all or a portion of the commercial paper notes referenced in clause (iii), (vi) any resolution adopted after the Effective Date of this Agreement pursuant to which Refunding Generation Debt or Refunding Transmission Debt may be issued, and(vii)any resolution adopted after the Effective Date of this Agreement pursuant to which Transmission Debt or New Debt, each as defined herein, may be issued." "(t) "Transmission Debt"shall have the same meaning as the term"Transmission Debt" as stated in the Series 2010 Bond Resolution and, upon the defeasance of such debt, the substantially similar definition of such term in the Bond Resolution authorizing the Refunding Transmission Debt." "(v) "Transmission Revenues" shall have the same meaning as "Transmission Net Revenues"as defined in the Series 2010 Bond Resolution and,upon the defeasance of such debt, the substantially similar definition of such term in the Bond Resolution authorizing the Refunding Transmission Debt", and shall include revenues from the charge permitted by Section 4.2 in connection with the Transmission Business category. Section 4. Section 1.3 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "SECTION 1.3. SCOPE OF THIS AGREEMENT. This Agreement is intended to provide terms of agreement for (1) TMPA operations outside the scope of the Power Sales Contract, (2) Page 3 of 13 Hs Attachement 4 matters relating to decommissioning of the power plant at such time as it may be removed from service, (3) disposition of TMPA assets, (4) matters related to the Generation Assets Sale, the Transmission Asset Sale and the issuance of related Refunding Debt, and (5) matters relating to dissolution of TMPA, at such time as it may be dissolved. This Agreement is not intended to require a Participating Public Entity to hold an election in order to exercise any right or to carry out any obligation under this Agreement." Section 5. Section 2.6.1.1 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "2.6.1.1. FOR THE PERIOD FROM THE EFFECTIVE DATE AND ENDING SEPTEMBER 30, 2018. Except as provided by Section 2.6.1.4,for the period effective October 1, 2016, and annually thereafter to September 30, 2018, the TMPA Board shall adopt annual budgets, by business category. For periods prior to September 30, 2018, such Annual Budgets shall be for informational purposes only. Recovery of the costs of TMPA operations for this period shall be through the (i) Annual System Costs under the Power Sales Contract of the TMPA and (ii) Transmission Revenues. From the Effective Date through September 30, 2018, funds otherwise available to be returned to the Cities under Section 7(a)(3)of the Power Sales Contract shall be applied to the following uses:(i)first,to fund the Decommissioning Reserve Account up to the cap for that account as stated in Section 5.5, and (ii) then, to fund the Indemnity Reserve Account up to the cap for that account as stated in Section 6.5. Any net proceeds remaining after the obligations described in (i)-(ii) shall be apportioned to each Participating Public Entity based on the following percentages: Bryan-21.7%;Denton-21.3%;Garland-47%;Greenville- 10%." Section 6. Section 2.6.1.2 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "2.6.1.2. FOR PERIODS COMMENCING FROM AND AFTER OCTOBER 1, 2018. Except as provided by Section 2.6.1.4, for the fiscal year commencing October 1, 2018, and annually thereafter,the TMPA Board shall adopt annual budgets,by business category,and adopt charges for the recovery of the costs of operations by business category,according to the specific requirements in Articles III, IV, and V,respectively." Section 7. Article II of the JOA is hereby amended by adding the following Section 2.6.1.4 after Section 2.6.1.3: "2.6.1.4 FOR PERIODS FOLLOWING GENERATION ASSET SALE: Notwithstanding anything to the contrary contained in Section 2.6.1.1 or 2.6.1.2,immediately upon the Generation Asset Sale Closing, and annually thereafter, the TMPA Board shall adopt annual budgets, by business category, and adopt charges for the recovery of the costs of operations by business category,according to the specific requirements in Articles III, IV, and V,respectively." Page 4 of 13 89 Attachement 4 Section 8. Section 2.6.2.5 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "2.6.2.5. LIMITATIONS ON DEBT. From and after September 1,2016,the Agency shall not incur any form of Debt other than Transmission Debt,whether bonds,notes,a new commercial paper program or increase in an existing commercial paper program, or obligation for borrowed money of any kind, unless such Debt is: (1) attributed to a single business category,(2)approved by a Super Majority Vote of the TMPA Board and by concurrent resolutions of each Participating Public Entity in the business category to which the debt is attributed, and (3) secured solely by assets or revenues or operations of the business category to which it is attributed. From and after September 1, 2016, the Agency shall not incur any form of Transmission Debt, whether bonds, notes,commercial paper or obligations of any kind,unless: (1)prior notice of at least 60 days has been given to each Participating Public Entity in the Transmission Business category of the proposed issuance of such Transmission Debt, which notice shall include the principal terms on which such Debt is proposed to be issued,and(2) such proposed Transmission Debt is: (i) after September 1, 2018, payable solely from Transmission Revenues, and (ii) approved by a Super Majority Vote of the TMPA Board. The restrictions in this Section relating to Debt shall not apply to Mine Reclamation Bonds,surety bonds,banking agreements,letters of credit,or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities. For clarification, Approval of the Participating Public Entities shall not be " required for (1) the issuance by TMPA of Transmission Debt or (2) the issuance by TMPA of commercial paper notes under a commercial paper program established prior to September 1,2016, that is: (A) payable in full on or before September 1,2018 or (B) by its terms,to be converted to Transmission Debt on or before October 1,2018. Section 9. Section 2.6.2.6 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "2.6.2.6. LIMITATIONS ON OTHER NEW LONG-TERM OR SIGNIFICANT OBLIGATIONS. In addition to the limitations on incurrence of Debt provided in Section 2.6.2.5, from and after September 1, 2016, the Agency shall not incur any other form of long-term obligation unless such obligation is: (1) attributed to a single business category,(2)approved by a Super Majority Vote of the TMPA Board and by concurrent resolutions of each Participating Public Entity in the business category to which the obligation is attributed,and (3) secured solely by assets and/or revenues of the business category to which it is attributed. For purposes of this paragraph 2.6.2.6, "long-term or significant obligation" shall mean any contract or other form of obligation (i) having a term in excess of twenty-four (24) months unless the contract may be cancelled by the Agency for convenience without penalty at any time after the giving of notice and the expiration of a contractual notice period not to exceed one hundred twenty (120) days, or(ii) in an amount in excess of ten million ($10,000,000.00) dollars. The restrictions in this Section relating to long-term or significant obligations shall not apply to Mine Reclamation Bonds,surety bonds,,banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities." Page 5 of 13 90 Attachement 4 Section 10. Article II of the JOA is hereby amended by adding the following Section 2.6.2.7 after Section 2.6.2.6: "Section 2.6.2.7: APPROVALS OF REFUNDING DEBT AND CONCURRENT COMMERCIAL PAPER PROGRAMS (1)Upon approval of the Generation Asset Sale by TMPA,notwithstanding any provision in Sections 2.6.1.1, 2.6.2.5 or 2.6.2.6 to the contrary, TMPA may refinance its outstanding indebtedness secured by revenues related to the Generation Assets being sold and defease any portion of such outstanding indebtedness with Refunding Generation Debt on terms that permit the consummation of the Generation Asset Sale, so long as the Refunding Generation Debt is approved by a Super Majority of the TMPA Board. Such Refunding Generation Debt shall mature on or before September 1, 2018, and shall not exceed the amount necessary, after application of the proceeds of the sale as provided in Section 2.13 to existing Debt,to consummate the Generation Asset Sale, but in no case shall the Refunding Generation Debt exceed a maximum aggregate principal amount of$225,000,000. The maximum interest rate on such bonds shall not exceed seven percent(7%). The maximum interest rate on such commercial paper shall not exceed the maximum interest rate permitted by state law. Such Refunding Generation Debt shall be an obligation of TMPA, payable from payments from the Participating Public Entities under this Agreement, and each Participating Public Entity hereby agrees to be unconditionally obligated to pay TMPA, and in accordance with the covenants in Section 2.7, without offset or counterclaim and without regard to whether Power and/or Energy is delivered by TMPA to the respective Participating Public Entity or Entities,that percentage of the annual debt service requirements of such Refunding Generation Debt as shown in the following table, which payments shall be included in the Annual Budget of the TMPA for the Generation Business, and billed to each Participating Public Entity on a monthly basis: City of Bryan,Texas: 21.7% City of Denton,Texas: 21.3% City of Garland,Texas: 47.0%and City of Greenville,Texas: 10.0%. (2) Upon approval of the Transmission Asset Sale by a Super Majority of the TMPA, notwithstanding any provision in Sections 2.6.1.1, 2.6.2.5 or 2.6.2.6 to the contrary, TMPA may issue Refunding Transmission Debt. Bonds and the commercial paper programs issued in connection with such Refunding Transmission Debt shall mature on or before September 1,2040, and shall not exceed a maximum aggregate principal amount of$275,000,000. The maximum interest rate on such bonds shall not exceed seven percent (7%). The maximum interest rate on such commercial paper shall not exceed the maximum interest rate permitted by state law. Such Page 6 of 13 91 Attachement 4 Refunding Transmission Debt shall constitute Transmission Debt of TMPA payable from Transmission Revenues.In the event that Transmission Revenues are insufficient to pay the annual debt service on the Refunding Transmission Debt,each Participating Public Entity hereby agrees to be unconditionally obligated to pay TMPA, without offset or counterclaim and without regard to whether Power and/or Energy is delivered by TMPA to the respective Participating Public Entity or Entities,and in accordance with the covenants in Section 2.7, that percentage of the remaining annual debt service requirements of such Refunding Transmission Debt as shown in the following table, which payments shall be included in the Annual Budget of TMPA for the Transmission Business, and billed to each Participating Public Entity on a monthly basis: City of Bryan,Texas: 21.7% City of Denton,Texas: 21.3% City of Garland,Texas: 47.0% City of Greenville,Texas: 10.0%." Section 11. Article II of the JOA is hereby amended by adding the following Section 2.13 after Section 2.12: "Section 2.13: PROCEEDS OF SALES OF CERTAIN ASSETS: Notwithstanding Sections 2.12,4.4 and 5.4,the proceeds from the Generation Asset Sale and Transmission Asset Sale,shall be applied as may be determined by TMPA to meet the Internal Revenue Service ("IRS") regulations governing use of such proceeds. Total Proceeds, excluding Final Working Capital Proceeds, from the Generation Asset Sale shall be allocated in accordance with IRS regulations ("IRS Allocation Amounts"). To the extent that such IRS Allocation Amounts vary from an allocation pursuant to the percentages shown below for each Participating Public Entity, the variance shall be reconciled through the allocation of the Final Working Capital proceeds such that, after the reconciliation, each Participating Public Entity shall have received an allocation of the Total Proceeds equal to the percentages below. For the purposes of determining the variance, it shall be assumed that the IRS Allocated Amounts allocated to TMPA's generation debt are allocated based on the percentages below: City of Bryan,Texas: 21.7% City of Denton,Texas: 21.3% City of Garland,Texas: 47.0% City of Greenville,Texas: 10.0%. Pap 7of13 92 Attachement 4 TMPA shall establish an escrow account for each Participating Public Entity and deposit to or withdraw from that account that portion of each Participating Public Entity's allocation of Final Working Capital proceeds as allocated to it pursuant to the reconciliation process described above. The funds in each Participating Public Entity's escrow account shall be applied to charges assessed by TMPA at the direction of the Participating Public Entity.In the event that the allocation of Final Working Capital proceeds is not sufficient for each Participating Public Entity to receive an allocation of the Total Proceeds equal to its percentage above,TMPA shall assess a charge to each Participating Public Entity whose percentage of Total Proceeds exceeds its percentage above. Receipts from such charge shall be allocated to each Participating Public Entity such that,after the allocation, each Participating Public Entity shall have received an allocation of Total Proceeds equal to the percentages above." Section 12. Section 3.2.1 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "3.2.1. BUDGETING AND OPERATIONS. From and after October 1, 2018, or immediately upon the Generation Asset Sale Closing if the Generation Asset Sale Closing occurs prior to October 1, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Remediation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities,shall be assessed to each Participating Public Entity according to the following percentages: Bryan - 21.7%; Denton - 21.3%; Garland - 470/6, Greenville - 10%, and billed to each Participating Public Entity on a monthly basis,unless a different schedule of charges shall be adopted by the unanimous approval of all of the Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.11.1,it shall remain responsible for the same percentage share of costs incurred after its exit as set forth above, such that the same percentages shall apply to each exited and remaining Participating Public Entity for any costs of the Mining Business category until all Mining Assets are sold." Section 13. Section 4.2 of the JOA is deleted in its entirety and is hereby amended to read in its entirety: "SECTION 4.2. APPLICATION OF PROCEEDS FROM ANNUAL OPERATIONS OF THE TRANSMISSION BUSINESS. From and after October 1, 2018, or immediately upon the Generation Asset Sale Closing if the Generation Asset Sale Closing occurs prior to October 1, 2018, all net proceeds from the annual operations of the Transmission Business category (after payment of the annual costs of the Transmission System and debt service on Transmission Debt) shall be used:(i)first,to fund the Decommissioning Reserve Account up to the cap for that account as stated in Section 5.5, and (ii) then, to the Indemnity Reserve Account up to the cap for that account as stated in Section 6.5.Any net proceeds remaining after the obligations described in(i)- (ii) shall be apportioned to each Participating Public Entity based on the following percentages: Page 8 of 13 93 Attachement 4 Bryan-21.7%;Denton-21.3%; Garland-47%;Greenville- 10%. In the event that Transmission Revenues are insufficient to pay the annual costs(including debt service on Transmission Debt,or Refunding Transmission Debt, including credit enhancement costs related to applicable commercial paper programs) of the Transmission Business category, then each Participating Public Entity having an interest in Transmission Assets shall fund the shortfall in the percentages stated above. From and after October 1, 2018, in the event that a Participating Public Entity exits the Transmission Business category,the percentage of net proceeds from the annual operations of the Transmission Business category held by the exiting entity shall be apportioned among the remaining Participating Public Entities in proportion to the percentages stated above for apportionment of net proceeds effective October 1,2018." Section 14. Article IV of the JOA is hereby amended by adding the following Subsections 4.4.1(9)and 4.4.1(10)after Subsection 4.4.1(8): "(9) EXCEPTIONS FOR SALE OF ASSETS PURSUANT TO THE GENERATION ASSET SALE AND TRANSMISSION ASSETS SALE: "Notwithstanding the provisions of this Section 4.4.1, the Parties agree that the Transmission Assets as identified in the Transmission Assets Sale may be sold upon the approvals and consents as required according to the terms of such transaction without the prior payment or defeasance of all outstanding Transmission Debt, provided that all proceeds of such a sale shall be applied to reduce the outstanding Transmission Debt or to pay costs of issuance associated with Refunding Transmission Debt. Upon closing of the sale contemplated by such transaction, TMPA shall amend Schedule C to remove all assets sold. (10) A Participating Public Entity that has consented to the Transmission Asset Sale and thereafter fails to provide a required consent or takes any action causing its consent to be revoked, reversed, repealed, stayed, enjoined, set aside, annulled, suspended or no longer in full force and effect such that TMPA is required to pay a termination payment as a result, shall pay to TMPA within five(5)business days of the obligation becoming due and payable, an amount equal to the termination payment TMPA is required to pay. If more than one Participating Public Entity fails to provide a required consent or takes any action causing its consent to be revoked, reversed, repealed, stayed, enjoined,set aside,annulled,suspended or no longer in full force and effect,the Participating Public Entities having caused its consent to be revoked, reversed, repealed, stayed, enjoined,set aside,annulled,suspended or no longer in full force and effect shall together in shares proportionate to their percentage interest in transmission assets pay to TMPA within five (5) business days of the obligation becoming due and payable a termination payment amount equal to the termination payment TMPA is required to pay." Section 15. Article V of the JOA is hereby amended by adding the following Section 5.1.3 after Subsection 5.1.2: "SECTION 5.1.3. TERMINATION UPON GENERATION ASSET SALE CLOSING. Notwithstanding anything to the contrary in Section 5.1 or 5.2,nothing in this JOA shall preclude Page 9 of 13 94 Attachement 4 TMPA and each Participating Public Entity from terminating their Power Sales Contracts. Upon such termination, TMPA shall cease production of power and energy immediately, regardless of any action taken by a Participating Public Entity under Subsection 5.1 or 5.2 prior to such termination to extend the term of its Power Sales Contract." Section 16. Article V of the JOA is hereby amended by adding the following Section 5.3.4 after Subsection 5.3.3: "SECTION 5.3.4. EXCEPTIONS IN THE EVENT OF THE SALE OF ASSETS PURSUANT TO THE GENERATION ASSET SALE: Notwithstanding the provisions of Section 5.3, within six months of the Generation Asset Sale Closing, the TMPA Board shall amend the Decommissioning Plan as might be deemed necessary and prudent in light of the sale and any remaining Generation Assets held by"A." Section 17. Article V of the JOA is hereby amended by adding the following Section 5.4.1 after Section 5.4: "SECTION 5.4.1. EXCEPTIONS IN THE EVENT OF THE GENERATION ASSET SALE: In the event of the Generation Asset Sale Closing, TMPA shall amend Schedule A to remove all assets sold. Notwithstanding Section 5. , in the event of such sale, the proceeds of such sale shall be applied in the manner provided in Section 2.13." Section 18. Article I of the JOA is hereby amended by adding the following Section 5.5.7 after Section 5.5.6: "SECTION 5.5.7: EXCEPTIONS IN THE EVENT OF THE SALE OF ASSETS PURSUANT TO THE GENERATION ASSET SALE: In the event of the Generation Asset Sale Closing, the TMPA Board shall consider and determine the maximum account balance of the Decommissioning Reserve Account, and necessity for such an account, in light of the sale and attendant environmental agreements." Section 19. OTHER AGREEMENTS. (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) Except as provided in Section 1, this Amendment shall terminate on the same date the Joint Operating Agreement terminates. (c) Each Party warrants that all necessary actions have been taken to make this a binding amendment,including TMPA Board or city council action, as applicable. Page 10 of 13 95 Attachement 4 (d)This Amendment may be executed in multiple counterparts,each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF, the Parties have executed this Amendment Number One to Joint Operating Agmment,to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY Y Title: Date: .._ _ . Attest � �� . ... Approved as t7f� m: OJ Counsel for Texas Municipal vier Agency CITY OF BRYAN,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan,Texas Page 11 of 13 96 Attachement 4 CITY OF ENTON,TEXAS By: Name:&LaIV Title: 6!os Date: Attestpasto Appro : Counsel for the City Jehe—ntbd,Texas CITY OF GARLAND,TEXAS By: Name: Title: Date.- Attest: CITY OF GREENVILLE,TEXAS By: Name: Title: Date: Attest: Page 12 97 Attachement 4 CITY OF DENTON,TEXAS Bar Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas GARLAND,CITY OF TEXAS�d e .. Date: Attest: CITY OF GREENVZLLE,TEXAS By: Name: Title: Date: Attest: Page 12 of 13 98 Attachement 4 CITY OF DENTON,TEXAS By: Name: ® Title: Date: Attest: Approved as to form: Counaal fur the City of Denton,;Texas :a CITY OF GAWAND,TEXAS By: Name: Title. Attest: OF G ,,;TEXAS.. Br.. �T Title: Date..- ?. ,: . . Attest; Page•.12;of 131 99 Attachement 4 GEUS, half ity of Greenville pursuant to its Charter d By: Name: ®_C 1( 1 r Title:Chair of the Board of Trustees of the Electric Utility Board Date: 5 D 1 Attest: ic. PaeA3Aof T 100 Attachment 5 ORDINANCE NO.2017- 2017-278 AN ORDINANCE OF THE CITY OF DENTON ("CITY") AUTHORIZING THE MAYOR TO ACT ON THE CITY'S BEHALF IN EXECUTING AN AMENDMENT TO THE JOINT OPERATING AGREEMENT (THE "JOA") BY AND BETWEEN, AND AMONG, TEXAS MUNICIPAL POWER AGENCY (THE "AGENCY") AND THE CITIES OF BRYAN, DENTON, GARLAND, AND GREENVILLE (THE "PARTIES") AND ACKNOWLEDGING EFFECTIVE NOTICE FROM THE AGENCY REGARDING ITS INTENT TO ISSUE TRANSMISSION DEBT (AS DEFINED IN THE JOA) AND APPROVING SUCH ISSUANCE BY THE AGENCY. WHEREAS,the Parties have previously entered into the JOA; and WHEREAS,amendment No. 1 to the JOA("Amendment No. I")has been conditionally approved by the Parties,but such Amendment No. 1 provided that it would have no force or effect if the"Generation Asset Sale,"as defined in and contemplated by Amendment No. 1, should be terminated or does not close; and WHEREAS, the Parties have agreed to the terms of amendment No. 2 to the JOA ("Amendment No. 2") to accomplish certain purposes, to-wit: to (1) provide for the sale of portions of TMPA's Transmission System, in a piecemeal manner, but subject to applicable bond covenants of the Agency that govern the sale of portions of the Transmission System and (2)correct and clarify certain provisions of the JOA that pertain to Mine Reclamation Bonds and (3) clarify certain dates with respect to the Agency's budgeting process and(4)enable seasonal operation of the Agency's generating assets; and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, has been terminated and will not close, and therefore, by the terms thereof, Amendment No. 1 is of no force and effect as of the effective date of Amendment No. 2; and WHEREAS, in conformance with Section 2.6.2.5 of the JOA, the Agency has given timely and effective notice, in the form attached hereto as Attachment B, to the City with respect to its intent to issue Transmission Debt as defined in the JOA consisting of the 2017 Refunding Bonds and the 2017 Notes, as described in Attachment B hereto; THE COUNCIL OF THE CITY OF DENTON,TEXAS HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SI;C'1"10N 2.The City of Denton hereby approves and authorizes the Mayor to execute Amendment No. 2 to the JOA in substantially the form and substance shown in Attachment A. SI,( I ICON 3. The City of Denton hereby acknowledges timely and effective receipt of notice of intent in the form attached hereto as Attachment B from the Agency with respect to the issuance of Transmission Debt and consents to the issuance of such Transmission Debt on the terms described in Attachment B. SECTION 4. This Ordinance shall become effective immediately upon execution. 101 Attachment 5 PASSED AND APPROVED this the day of 12017. CHRIS WATTS,MAYOR ATTEST: JENNIFER WALTERS,CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL,INTERIM CITY ATTORNEY 102 Attachment 5 AMENDMENT NO.2 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN,TEXAS CITY OF DENTON,TEXAS CITY OF GARLAND,TEXAS CITY OF GREENVILLE,TEXAS This Amendment No. 2("Amendment No. 2"), effective as of the date set forth below,to the Joint Operating Agreement, effective September 1, 2016 (as conditionally amended by the Amendment No. 1 to the JOA, effective September 15, .2016 ("Amendment No. 1") .and as amended by this Amendment No.2(the"JOA"or the"Joint Operating Agreement"), is made and entered into between the Texas Municipal Power Agency ("TMPA' or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan,the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TMPA(collectively, the "Parties"). Capitalized terms used in this Amendment No. 2 not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: WHEREAS,the Parties have previously entered into the JOA;and WHEREAS, Amendment No. 1 provided that.Amendment No. 1 would have no force.or effect if the Generation Asset Sale, as defined in and contemplated by Amendment No. 1, is terminated or does not close;.and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, will not close, and,therefore, by the terms thereof Amendment No. 1 is of no force and effect as of the Effective Date(as defined below) of this Amendment No.2,• and WHEREAS, the Parties have agreed to this Amendment No. 2 to accomplish certain purposes, to-wit: to (1) provide for the sale of portions of TMPA.'s Transmission System, in a piecemeal manner, but subject to certain bond covenants described below that govern the sale of portions of the Transmission System and(2)correct and clarify certain provisions of the JOA that pertain.to Mine Reclamation Bonds;and Page 1 of 9 103 Attachment 5 WHEREAS, this Amendment No. 2 shall be deemed delivered and effective, assuming the approval and execution of identical resolutions by each of the Parties, on the date that this Amendment No. 2-is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 2; and NOW, THEREFORE, in consideration of the :recitals set forth above, the mutual covenants,benefits,agreements and obligations ofthe Parties, as set forth herein,the Parties,each intending to be legally bound, agree as follows: Section 1. In accordance with the preambles hereof, concurrently with the Effective Date. hereof, the provisions of Amendment No. 1 shall be null and void, without further effectiveness. Section 2. Article.I of the JOA is hereby amended by modifying or adding to the definitions set forth therein as shown below: "Mine Reclamation Bonds" shall mean any Debt issued for the purpose of mine reclamation or. any obligations related thereto, including any "credit agreements" as defined in Section 1371.001(1), Texas Government Code. "Series 2010 Bond Resolution'shall mean the applicable Resolution No. 2010-672 adopted by the TWA Board on June 24, 2010. "Transmission Asset"shall have the same meaning set forth in the Series 2010 Bond Resolution . for the term"Transmission Facilities,"and such term may be used interchangeably herein with the term"Transmission Facilities," including singular and plural variations of such terms. Section 3. ' Section 2.6.1.1 and 2.6.1.2 are amended to read as follows: "16.1. BUDGETING AND COST RECOVERY. 2.6.1.1. FOR THE PERIOD FROM THE EFFECTIVE DATE AND ENDING SEPTEMBER 1, 2018. For the.period effective.October 1,2016;and annually thereafter to September 1,2018,the.TMPA Board shall adopt annual budgets, by business category. For periods prior to September 2, 2018, such Annual Budgets shall be for informational purposes.Recovery of the costs of Agency operations for this period shall be through the(i)Annual System Costs under the Power Sales Contract of the Agency and(ii) Transmission Revenues.From the Effective Date through September-1, 2018,funds otherwise available to be returned to the Cities under Section 7(a)(3)of the Power Sales Contract shall be applied to the following uses: (i) fast,to fund the Decommissioning Reserve Account up to the cap for that account as stated in Section 5.5,and(ii).then,to fund the Indemnity Reserve Account up to the cap for that account as stated in Section 6.5. Any net proceeds.remaining after�the obligations described in(i)-(ii)shall be apportioned to each Participating Public Entity based on the following percentages: Bryan 21.7%; Denton- 21.3%; Garland-47%;Greenville- 10%. Page 2 of 9 104 Attachment 5 2.6.1.2. FOR PERIODS COMMENCING FROM AND AFTER SEPTEMBER 2, 2018. Commencing September.2,2018,and for each fiscal year thereafter,the TMPA Board shall adopt budgets by business category, and adopt charges for the recovery of the costs of operations by business category, according to the specific,requirements in Articles III,IV,and V,respectively." Section 4. Section 2.6.2.5 of the JOA is amended to read as follows: 6 2.6.2.5. LIMITATIONS ON DEBT. From and after September, 1,2016,the Agency shall not incur any formofDebt other than Transmission Debt,whether bonds,notes,a new commercial paper program or increase in an existing commercial paper program, or obligation for borrowed money of any kind, unless such Debt is: (1)attributed to a single business category, (2)approved by a Super Majority Vote of the TMPA Board and by concurrent resolutions of-each Participating Public Entity in the business category to which the debt is attributed, and (3) secured solely by assets or revenues or operations of the business category to which it is attributed. From and after. September 1, 2016, the Agency shall not incur any form of Transmission Debt, whether bonds, notes, commercial paper or obligations of any kind, unless: (1)prior notice of at least 60 days has been given to each Participating Public Entity in the Transmission Business category,of the proposed.issuance of such Transmission Debt, which notice shall include the principal te. rms.on which such Debt is proposed to be issued,.and (2) such proposed Transmission Debt is: (i) after September 1, 2018, .payable solely from Transmission Revenues,. and (ii) approved by a Super Majority Vote ofthe TWA Board. The restrictions in this Section relating to Debt shall not apply to Mine Reclamation Bonds, surety bonds,banking agreements, letters of credit,or other financial commitment related to providing financial.security or assurance for the TMPA's mine reclamation responsibilities. For clarification, Approval of the Participating Public Entities shall not be required for (1)the issuance-by TMPA of Transmission Debt or (2) the :issuance by TMPA of commercial paper notes under a commercial paper program established prior to September 1,2016, that is: (A)payable in full on or before September 1, 20.18 or(B) by its terms, to be converted to Transmission Debt on or before October 1, 2018." Section 5. Section 2.6.2.6 of the JOA is amended to read as follows: "2.6.2.6. LIMITATIONS ON OTHER NEW LONG-TERM OR SIGNIFICANT OBLIGATIONS. In addition to the limitations on incurrence of Debt provided in Section 2.6.2.5, from and after September 1, 2016, the Agency shall not incur any other form of long-term obligation unless such obligation is: (1)attributed to a single business category, (2)approved by a Super Majority Vote of the TMPA Board and by concurrent ordinances of each Participating . Public Entity in the business category to which.the obligation is attributed, and(3) secured solely by assets and/or revenues of the business category to which it is attributed. For purposes of this paragraph 2.6.2.6, "long-term or significant obligation" shall mean any.contract or other form of obligation (i) having a term in excess of twenty-four (24) months unless the contract may be cancelled by the Agency for convenience without penalty at any time after the giving of notice and the expiration of a contractual notice.period.not to exceed one hundred twenty(120).days, or(ii) in an amount,in excess often million ($10,000,000.00) dollars. The restrictions in this Section relating to long-term or significant obligations shall not apply to Mine Reclamation Bonds, surety Page 3 of 9 105 Attachment 5 bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine reclamation responsibilities." Section 6. Section 3.2.1 of the JOA is amended to read as follows: "3.2.1. BUDGETING AND OPERATIONS. From and after the Effective Date through September 1,2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds,and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TWA's mine remediation responsibilities, shall,be assessed to each Participating Public.Entity in the manner provided in Section 2.6.1.1. From and after September 2, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements,. letters of credit,or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity according to the following percentages: Bryan- 21.7%;Denton- 21.3%; Garland -4.7%, Greenville 10%, .and billed to each Participating Public Entity on a monthly basis, unless a different schedule of charges shall be adopted.by the unanimous approval of all ofthe Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.1.1.1, it shall remain responsible for the same percentage share of costs incurred after its exit as set forth above, such that:the same percentages shall-apply to each.exited and remaining Participating Public Entity for any costs.of-the Mining Business category until all Mining,Assets are sold." Section 7. There is added to the JOA Section 3.2.4,to read as follows: "3.2.4. SALE OF MINING ASSETS PRIOR TO COMPLETION OF MINE RECLAMATION. Prior to completion of mine reclamation,the TMPA Board may approve leases and license agreements of Mining Assets, including the lease of minerals that are Mining Assets, and may approve the sale of real property interests in Mining Assets provided such sales, in each case, do not exceed $250,000, or, in the case of multiple sales, $500,000 in a fiscal year. Such sales of real property.interests in Mining Assets shall not be less than the fair.market value of such assets as reasonably determined by TWA. The net funds received from the sale of any mining assets. under this section shall be applied for the purposes and in the priority stated in'Section 3.2.3." Section 8. Subsection 4.4.1(6)of the JOA is amended to read as follows: "(6) Transfers prior to final disposition. Notwithstanding Section 4.4.1(2), nothing herein shall prohibit a.sale of a Transmission Asset or portion thereof on a,piecemeal basis to a Participating Public Entity or a third party provided that the sale is approved by a Super Majority Vote of the TWA Board,the sale is not less than the net book value of the asset being sold, and Page 4 of 9 106 Attachment 5 the sale does not contravene any bond covenants of any outstanding Debt associated with the asset, including any Transmission Debt. Approval of each Participating Public Entity shall be required if the net book value of the asset to be sold exceeds$250,000 or in the case of multiple sales, the net book value of the assets sold in a fiscal year in the aggregate.exceeds $500,000. In the event that any Transmission Asset, or portion thereot is sold to a Participating Public Entity pursuant to . this section after the Effective Date of this Agreement, but prior to the transfer of ownership of Transmission Assets described in Paragraph(3)above,the following shall occur in the process in. subsection(3)(iii)above: (i)the asset sold shall be removed from Schedule C and from the Total Transmission Asset Dollar Value and(ii) the asset sold shall be removed from any geographical assignment to any Participating Public Entity.Additionally,the net funds received from any such sale shall be applied to the purposes and in the priority stated in Section 4.6. Nothing herein shall prohibit a transfer of a transmission capital project or portion thereof to a Participating Public Entity pursuant to the TMPA Transmission Asset Ownership Policy. In the, event that a transmission capital project,or portion thereof is transferred to a Participating Public Entity pursuant to such policy after the Effective Date of this Agreement, but.prior to the transfer of ownership of Transmission Assets described in Paragraph (3) above, and such transmission capital project, or portion thereof•; is associated with a rebuild, reconstruction, or replacement of an existing TMPA Transmission Asset the following shall occur in the process in subsection (3)(iii)above: (i)the net book value ofthe existing asset.at.the date oftransfer ofthe capital project shall be included in the Total Transmission Asset Dollar Value and (ii)the net book value of the existing asset at the date of transfer of the capital project of that asset shall_ be attributed to the receiving Participating Public.Entity .for purposes of determining the value of the Transmission Assets initial geographically-assigned to the receiving Participating Public Entity." Section 9: There is added to the JOA Section 5.1.3.to read as follows: ".5.1.3. ELECTION TO EXTEND FOR SEASONAL OR OTHER TERM-LIMITED OPERATION. In the event one or more Participating Public Entities that have elected to extend their Power Sales Contracts beyond September 1,2018.provide written notice to TMPA that they intend to purchase one hundred percent (1001/o) of the output of the plant at any time after September 1, 2018, for the purpose of providing for seasonal operation.of the plant, or for.some other operational schedule as.ERCOT may require or request, or for some schedule that such Participating Public Entities may deem advisable, the Power Sales Contracts will be extended as . to those Participating Public Entities, but only for the duration of time specified in such notice, and a twenty-four month notice of termination of the Power Sales.Contract shall not be required. The notice to TMPA shall state that the extension of the Power Sales Contract is being made pursuant to this Section.The terms of Section 5.2 shall apply to any extension under this Section 5.1.3." Section 10. OTHER AGREEMENTS. Page of 9 107 Attachment 5 (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) Except for Section 1 which shall survive termination, this Amendment shall terminate on the same date the Joint Operating.Agreement terminates. (c) Each Party warrants that all necessary actions have been taken to make this a binding amendment,including TMPA Board or city council action,as applicable. (d)This Amendment may be executed in multiple counterparts,each ofwhieh shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so .delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF,the Parties have executed this Amendment No.2 to Joint Operating Agreement,to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL P WER AGENCY or By: Name: Title: G im Date: q ` y,L lool- Attest: Approved as t form: a.K Counsel for Texas Municipal ver,Agency Page 6 of 9 108 Attachment 5 CITY 4F BRY ,TEXAS By: Name: i t(V li(AU) lo 2t Spiq Title: i'Y�0lQ1� Date: C ' Attest: Approved as to form. J� Counsel for the City an,Texas i i i 1 Page 7 of 9 109 Attachment 5 CITY OF DENT S B • Name: )Nr i 5 4(k++-S Title: 1r Date: Attest: Approved as to/0rm: Counsel for the City o enton, exas CITY OF GARLAND,TEXAS By: Name: Title: Date: Attest: CITY OF GREENVILLE, TEXAS By: Name: Title: Date:. Attest: Page 8 of 9 . 110 Attachment 5 CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas CITY AND,TE By: Name: Title: Jl� Date: 9—(o-- 1 rl Attest: q'•u CITY OF GREENVILLE, TEXAS By: Name: Title: Date: Attest: Page S of 9 lll Attachment 5 CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas CITY OF GARLAND,TEXAS By Name: Title: Date: Attest: CITY OF GItEENVxL ,TEXAS By: Name: David L. Dreilin Title: Mayor Date: 22 August 2017 Attest: ce l/ K Page 8 of 9 112 Attachment 5 ...: GEUS, half ty of Greenville pursuant to its Charter By: - Name: 1 I1 d8aiQ4 Title: Chair of the Board of Trustees of the Electric Utility Board Date: 9111) 201 -7 Attest: -All Gr Page_9 of 9 113 Attachment 5 ATTACHMENT B ,I +ni SERVING THE CITIES OF DRYAN, DENTON, GARLAND&GREENVILLE July 17, 2017 City of Bryan, Texas City of Garland, Texas 300 S. Texas Avenue 200 N 51h Street Bryan, Texas 77803-3937 Garland, Texas 75040 Attention: General Manager Attention: City Manager City of Denton, Texas City of Greenville, Texas 215 E. McKinney St. 2821 Washington St. Denton, Texas 76201-4229 Greenville, Texas 75401 Attention: City Manager Attention: City Manager Re: Notice of intent of Texas Municipal Power Agency to issue Transmission Debt Ladies and Gentlemen: This letter constitutes notice to the each of the addressed Cities pursuant to Section 2.6.2.5. of the Joint Operating Agreement (the "JOA") by and between and among Texas Municipal Power Agency (the "Agency") and the cities of Bryan, Denton, Garland, and Greenville, that the Agency intends to incur Transmission Debt not sooner than 60 days from the date of this letter. In accordance with our previous briefings to the Planning and Operations Committee and the Board of Directors of the Agency (the "Board"), the finance plan and the principal terms on which the Transmission Debt that is planned to be issued is substantially as follows: The Agency will issue refunding bonds in an aggregate amount not to exceed $100 million (the "2017 Refunding Bonds"). The proceeds of the 2017 Refunding Bonds will be used to refund all of the Agency's outstanding Series 2005 Commercial Paper Notes, thereby ending that commercial paper program, and to pay the costs of issuance of the 2017 Refunding Bonds. The 2017 Refunding Bonds will mature not later than September 1, 2047 and will bear interest at a rate not exceeding 7% per annum. In accordance with the JOA, the 2017 Refunding Bonds will not be issued unless the resolution authorizing the 2017 Refunding Bonds is approved by a Super Majority Vote (as defined in the JOA) of the Board. The 2017 Refunding Bonds will be issued as converting security TEXAS MUNICIPAI... :::'0W0R AGI:..:.NCY 11=:1.0. Box 7000 BRYAN,TExAS 77805-7000 (936)373-2013 114 Attachment 5 obligations (similar to the Agency's Subordinate Lien Revenue/Transmission Revenue Converting Security Refunding Bonds Series 2010), and therefore will be secured in a manner provided for in the definition of Transmission Debt in the JOA and the Power Sales Contract Between Texas Municipal Power Agency and City of Bryan, Texas, City of Denton Texas, City of Garland, Texas and City of Greenville, Texas, dated September 1, 1976, as amended (the "PSC"); consequently, the issuance of the 2017 Refunding Bonds as Transmission Debt will not extend the term of the PSC. The issuance of the 2017 Refunding Bonds may require the incurrence of related costs and obligations associated with surety bonds, insurance policies, banking agreements, letters of credit, or other financial commitments relating to the issuance, security and sale of the 2017 Refunding Bonds. To replace the Agency's existing Series 2005 commercial paper program, the Agency will create a new program of revolving commercial paper or other notes in an aggregate amount not to be outstanding at any time in excess of$75 million (the "2017 Notes"). The proceeds of the 2017 Notes will be used for the purpose of refinancing commercial paper or other revolving notes that are issued for Transmission System (as defined in the JOA) purposes and/or providing a financing source for Transmission System facilities and operations. The program for the issuance of the 2017 Notes will provide that no obligation issued or incurred thereunder will mature later than September 1, 2047 and that no obligation issued under such program will bear interest at a rate that exceeds the maximum interest rate permitted by State law. In accordance with the JOA, the 2017 Notes will not be authorized for issuance unless the resolution approving the 2017 Notes is passed by a Super Majority Vote (as defined in the JOA) of the Board. The 2017 Notes will be issued as converting security obligations (similar, although possibly subordinate, to the Agency's Subordinate Lien Revenue/Transmission Revenue Converting Security Refunding Bonds Series 2010) and therefore will be secured in a manner provided for in the definition of Transmission Debt in the JOA and the PSC; consequently, the issuance of the 2017 Notes as Transmission Debt will not extend the term of the PSC. The issuance of the 2017 Notes may require the incurrence of related costs and obligations associated with surety bonds, insurance policies, banking agreements, letters of credit, or other financial commitments relating to the issuance, security and sale of the 2017 Notes. Please let me know if you have any questions. Thank you for your attention to this matter. Sincerely, Texas Municipal Power Agency Bob Kahn, General Manager Tu:::xAs IIOUNiCirW..P OWli::.:R AGENCY P=1 0, Picx 7000 BrzYAN,T XAS 77805-'7U00 (933)873 2013 115 Attachment 5 CC. General Manager Bryan, Texas Utilities 205 E. 28th Street Bryan, Texas 77803 General Manager Denton Municipal Electric 1659 Spencer Road Denton, Texas 76205 General Manager and CEO Garland Power &Light 217 N. 5'h Street Garland, Texas 75040 Deputy General Manager and COO Garland Power&Light 217 N. 5th Street Garland, Texas 75040 General Manager GEUS 6000 Joe Ramsey Blvd. Greenville, Texas 75402 TEXAS MUNICIPAL POWER AGENCY P.O. Box 7000 &RYAN,1I EXAS'77305-7000 (9 6)573 201 116 Attachment 6 ORDINANCE NO. 19-2077 AN ORDINANCE OF THE CITY OF DENTON ("CITY") AUTHORIZING THE MAYOR TO ACT ON THE CITY°S BEHALF IN EXECUTING AN AMENDMENT TO THE JOINT OPERATING AGREEMENT (THE "JOA") BY AND BETWEEN, AND AMONG, TEXAS MUNICIPAL POWER AGENCY (THE "AGENCY") AND THE CITIES OF BRYAN, DENTO , GARLAND, AND GREENVILLE (THE "PARTIES"); AND, AND PROVIDING AN EFFECTIVE DATE . WHEREAS, the Parties have previously entered into the JOA, Amendment No, 1 to the JOA, and Amendment No. 2 to the JOA; and WHEREAS, the Parties have agreed to the terms of this Amendment No. 3 is intended, among other changes, (i) to define those matters comprising the Generation Business from and after the expiration of all Power Sales Contracts and to identify the Participating Public Entities that are entitled to vote on such matters (ii) to exempt financial commitments relating to mine reclamation bonding from the requirement to obtain approval of all Participating Public Entities relating to certain budget increases, and (iii) to allow for the sale of mine tracts under mine reclamation bonding provided reclamation easements, leases, or other property rights are reserved to enable TMPA to complete reclamation and obtain release from bonding requirements; and WHEREAS,approval of this Amendment No. 3 to the JOA is the in the City's best interest; NOW, THEREFORE THE COUNCIL OF THE CITY OF DETON, TEXAS HEREBY ORDAINS: Sj C T1f; N...1. The recitals in the preamble are true and correct. SECTION 2. The City of Denton hereby approves and authorizes the Mayor to execute Amendment No. 3 to the JOA as shown in Attachment A. SECTION 3. This Ordinance shall become effective immediately upon execution. The motion to approve this ordinance was made by and ��^' and seconded by � :,m �q�� , the ordinance was passed and approved by the following vote [ rJ -�]: Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: ....._. _ . Jesse Davis, District 3: V _...... . __ ....... John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: 117 Attachment 6 PASSED AND APPROVED this the 4 �� : ,day of �� " 1 z�� 2019„ .......__...... _. ...._. CHRISTTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: . ol APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: .. . 118 Attachment 6 Li,Nlll BIT "A" 119 Attachment 6 AMENDMENT NO.3 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY .AND CITY OF BRYAN,TEXAS CITY OF DENTON,TEXAS CITY OF GARLAND,TEXAS CITY OF GREENVILLE,TEXAS This Amendment No. 3 ("Amendment No.T),effective as of the date set forth below,to the Joint Operating Agreement, effective September 1, 2016, as amended by Amendment No. 2 (the "JOA" or the "Joint Operating Agreerr ent"), is made and entered into between the Texas Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas,a home rule city,and a Participating Public Entity in TMPA(collectively,the"Parties"). Capitalized terms used in this Amendment No.3 not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: WHEREAS,the Parties have previously entered into the JOA;and WHEREAS,Amendment No. 1 provided that Amendment No. 1 would have no force or effect if the Generation Asset Sale, as defined in and contemplated by Amendment No. 1, is terminated or does not close;and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, did not close, and therefore, by the terms thereof, Amendment No. 1 is of no force and effect as of the Effective Date of Amendment No.2;and WHEREAS,the Parties agreed to Amendment No. 2 to accomplish certain purposes, to- wit: to (1) provide for the sale of portions of TWA's Transmission System, in a piecemeal manner,but subject to certain bond covenants described below that govern the sale of portions of the Transmission System and(2)correct and clarify certain provisions of the JOA that pertain to Mine Reclamation Bonds; and Page 1 of 1 120 Attachment 6 WHEREAS,this Amendment No. 3 is intended,among other changes, (i)to define those matters comprising the Generation Business from and after the expiration of all Power Sales Contracts and to identify the Participating Public Entities that are entitled to vote on such matters (ii)to exempt financial commitments relating to mine reclamation bonding from the requirement to obtain approval of all Participating Public Entities relating to certain budget increases,and(iii) to allow for the sale of mine tracts under mine reclamation bonding provided reclamation easements,leases, or other property rights are reserved to enable TMPA to complete reclamation and obtain release from bonding requirements;and WHEREAS, this Amendment No. 3 shall be deemed delivered and effective, assuming the approval and execution of identical resolutions by each of the Parties, on the date that this Amendment No. 3 is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 3;and NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants,benefits,agreements and obligations of the Parties,as set forth herein,the Parties,each intending to be legally bound,agree as follows: Section 1. Section 5.5 of the JOA is hereby amended to read as follows: SECTION 5.5. DECOMMISSIONING RESERVE ACCOUNT, A Decommissioning Reserve Account is to be established and held in escrow in the name of TMPA pursuant to a Decommissioning Escrow Agreement substantially in the form attached hereto as Schedule F. As provided in chops 3.2.1 ,2 4.�fi and 5.4 of this Agreement, as net funds become available for application to the Decommissioning Reserve Account,such funds shall be applied to this account as necessary to establish a maximum account balance of Thirty Million($30,000,000.00)dollars, or such other amount as determined by a Super-Majority Vote of the TMPA Board for the Generation Business composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency. For purposes of any decisions regarding the Decommissioning Reserve Account,the TMPA Board for the Generation Business shall be composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency. A board member shall not be disqualified from deliberating and voting on a matter regarding the Decommissioning Reserve Account on the grounds that the Participating Public Entity that appointed the board member has exited a business category, including the Generation Business category. Funds in the account shall be applied to the purposes specified in 5.5.3. Section 2. Section 5.5.1 of the JOA is hereby amended to read as follows: SECTION 5.5.1. DECOMMISSIONING RESERVE ACCOUNT BALANCE. In setting the account balance,to the extent the fair market value of the Mining Assets held by TMPA exceeds any remaining System Debt or New Debt in the Mining Business,such net fair market value shall be added to the cash ftmds held in the account,such that the account balance is the sum of the net fair market value of the Mining Assets plus the cash funds in the account. The fair market value of the Mining assets shall be established by a third party appraisal, to be conducted within one- hundred eighty (180) clays of the adoption of this Agreement, Subsequent appraisals shall be Page 2 of 7 121 Attachment 6 conducted no less frequently than every third year, or upon request of a majority of the TMPA Board for the Generation Business,composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency. Section 3. Section 5.5.5.of the JOA is hereby amended to read as follows: SECTION 5.5.5. DISTRIBUTION OF EXCESS FUNDS IN DECOMMISSIONING RESERVE ACCOUNT. In the event the TWA Board for the Generation Business,composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency,determines the Decommissioning Reserve Account has funds in excess of costs identified in Section 5.4,then the excess shall be applied to the purposes and in the order stated in Section 5.4. Section 4. Subsection 2.6.2.4 is amended to read as follows: 2.6.2.4. LIMITATIONS ON BUDGET INCREASES. To the extent the budget, for a business category,together with any amendment,would require the issuance of New Debt by the Agency (other than Transmission Debt),or cause the annual budget or charges to the Participating Public Entities, excluding fuel and debt service on Transmission Debt, to increase by more than 20% compared to the previous year's budget or charges, excluding fuel and debt service on Transmission Debt,Approval of all Participating Public Entities in that business category shall be required.This subsection shall not apply to the costs and debt service of any Mine Reclamation Bonds,surety bonds,banking agreements, letters of credit,or other financial commitment related to providing financial security or assurance for the TMPA's mine reclamation responsibilities. Section 5. Subsection 3.2.3 of the JOA is amended to read as follows: 3.2..3. SALE OF MINING ASSETS. The Agency may sell Mining Assets,either piecemeal or in the aggregate,on such terms as may be agreed by the TMPA Board. If a mine property being sold or exchanged is subject to reclamation bonding, TWA may reserve in the conveyance a reclamation easement, lease, or other property right as necessary to enable TMPA to complete reclamation and obtain release froin, reclamation bonding. All net funds received from the sale of the Mining Assets after payment of any costs of reclamation shall be placed into a MINING RESERVE ACCOUNT to be held by the Agency,with the proceeds to be used for the following purposes,in the priority stated: (1) First priority — for the payment of any System Debt, including any commercial paper attributable to the System; (2) Second—for the payment of New Debt,if any,incurred in the Mining Business; (3) Third - to the Decomrniss.ioning Reserve Account described in Section 5.5, as necessary to establish an account balance in die w-nount stated in Section 5.5,or such other amount as determined by the unanimous Approval of all Participating Public Entities; Page 3 of 7 122 Attachment 6 (4) Fourth-to the funding of the Indemnity Reserve Account described in Section 6.5, as necessary to establish an account balance as stated in Section 6.5, or such other amount as determined by the unanimous Approval of all Participating Public Entities; (5) Fifth — the remaining proceeds shall be distributed to the Participating Public Entities according to the applicable formula set forth in Section 2.4. Section 6. Section 5.1 is amended by adding Subsection 5.1.4 to read as follows: 5.1.4 GOVERNANCE OF GENERATION BUSINESS MATTERS UPON TERMINATION OF SALES OF POWER AND ENERGY. Upon the cessation of the production of power and energy under Section 5.1.2, or upon expiration of the Power Sales Contracts of all Participating Public Entities, for purposes of any decisions regarding the Generation Business or Generation Business assets, including any decision regarding the Decommissioning Plan and Decommissioning Reserve, (i)the TMPA Board for the Generation Business shall be composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency and(ii)such board members shall not be obligated to recuse themselves from deliberating and voting on such matters, except as required by law. Without limiting the foregoing,a board member shall not be disqualified from deliberating and voting on a matter regarding the Decommissioning Plan, the Decommissioning Reserve Account,or sales of Generation Business assets on the grounds that the Participating Public Entity that appointed the board member has exited a business category,including the Generation Business category. Section 7. Section 2.1 is amended to read as follows: SECTION 2.1. ORGANIZATION OF AGENCY FUNCTIONS. The operations of Agency shall be organized into three business categories: (1) Generation -- consisting of the, operation and management of the Gibbons Creek Steam Electric plant and sales of the power produced by the plant to the Participating Public Entities, and upon +expi�-ation of all Power Sales Contracts, all matters relating to the Decommissioning Plan, the Decommissioning Reserve, and the sale of Generation Business assets, (2) Mining — consisting of the operation and management of real property associated with the Agency's lignite mining property,and (3)Transmission—consisting of the operation and management of Transmission Facilities. Section 8. OTHER AGREEMENTS. (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) This Amendment No. 3 shall terminate on the same date the Joint Operating Agreement terminates. Page 4 of 7 123 Attachment 6 (c) Each Party warrants that all necessary actions have been taken to make this Amendment No. 3 a binding amendment, including TMPA Board or city council action, as applicable. (d) This Amendment may be executed in multiple counterparts,each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment No. 3 may be delivered by the exchange of signed signature pages by facsimile transmission orby attaching a pdf copy to an email,and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF,the Parties have executed this Amendment No. 3 to Joint Operating Agreement,to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY By: Name: Ka 4 Al Title: Date: At Approved as to orM: '"`" Counsel for Texas Munici 1 ower Agency CITY OF BRYAN,TEXAS By. Name: Title: Date: Attest: Approved as to form: _ Counsel for the City of Bryan,Texas Page 5 of 7 124 Attachment 6 CITY OF DE TON T S �� ATTEST: B CITY SECRETARY Y �._ . .� w� CITY OF m y1 I Q , Name. BY: TE S Title:�w 14 d Date: 4,1 ol Attest: Approved as to form: Counsel for the City s tt� CITY OF GARLAND,TEXAS By: Name: Title: Date: Attest: CITY OF GREENVII.LE,TEXAS BY: Name: Title: Date: Attest: Page 6 of 7 125 Attachment 6 GEUS,acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title:Chair of the Board of tees of the Electric Utility Board Date: Attest: Page 7 of 7 126 Attachement 7 ORDINANCE NO. 19-2685 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE MAYOR TO ACT ON THE arys BEHALF IN EXECUTING AN AMENDMENT TO THE JOINT OPERATING AGREEMENT ("JOA") BETWEEN TEXAS MUNICIPAL POWER AGENCY ("AGENCY") AND THE CITIES OF BRYAN, DENTON, GARLAND, AND GREENVILLE ("PARTIES"); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Par-ties have previously agreed to the JOA, and Amendments No. 1, No. 2, and No. 3, to the JOA; and WHEREAS,the Agency has requested the Parties to approve of the terms of Amendment No, 4 which is intended, among other changes, (i)to eliminate restrictions on mine tract sales that may occur on a piecemeal basis, (ii)to ensure that, in the event a Party exits the Mining Business, it continues to be responsible for its share of the costs of Mine; and WHEREAS,approval of this Amendment NoA to the JOA is the in the City's best interest; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SECTI-ON-2. The City of Denton approves and authorizes the Mayor to execute Amendment No. 4 to the JOA as shown in Attaclunent"A". SECTION This Ordinance shall become effective immediately upon execution. SECTION 4. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by seconded by_L1,( L-i and asp approved by the following vote Aye Nay Abstain Absent Mayor Chris Watts: ................ Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: —-------- 127 Attachement 7 PASSED AND APPROVED this the a�'�� . day of 2019. CHIUSS I IS`,` AYO ATTEST: ROSA RIOS, CITY SECRETARY w wv BY: .... ------------- k APPROVED AS TO LEGAL FORM: AARON LEAL CITY AI" t:WNE' u� BY: e- ------- ------_ ., mM .,, . ... m.... ..,. 128 Attachement 7 ATTACITIMENT "X� 129 Attachement 7 AMENDMENT NO. 4 THE JOINT OPERATING AGREEMENT BETWEEN TEXAS NIIA OWE AGENCY AN CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This Amendment No. 4 ("Amendment No. 3"), effective as of the date set forth below, to the Joint Operating Agreement, effective September 1, 2016, as amended by Amendment No. 2, effective September 22, 2017, and as amended by Amendment No. 3, effective September 17, 2019(the"JOA"or the"Joint Operating Agreement"),is made and entered into between the Texas Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collectively "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TMPA(collectively,the"Parties"). Capitalized terms used in this Amendment No.4 not otherwise defined herein shall have the definition set forth in the JOA. WTEET : WHEREAS, the Parties have previously entered into the JOA; and WHEREAS, Amendment No. 1 provided that Amendment No. 1 would have no force or effect if the Generation Asset Sale, as defined in and contemplated by Amendment No. 1, was terminated or did not close; and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, did not close, and therefore, by the terms thereof, Amendment No. 1 was of no force and effect as of the Effective Date of Amendment No. 2; and WHEREAS, this Amendment No. 4 is intended to enable TMPA to sell all or a majority of Mining Assets by eliminating the restrictions on mine tract sales that may occur on a piecemeal basis and, in the event of multiple sales, that may occur during a fiscal year; and Page 1 of 130 Attachement 7 WHEREAS, this Amendment No. 4 is also intended to ensure that, in the event a Participating Public Entity exits the Mining Business, it continues to be responsible for its share of the costs of Mine reclamation; and WHEREAS, this Amendment No. 4 shall be deemed delivered and effective on the date that this Amendment No. 4 is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 4; NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants,benefits, agreements and obligations of the Parties, as set forth herein,the Parties, each intending to be legally bound, agree as follows: Section 1. Section 3.2.1 of the JOA is hereby amended to read as follows: 3.2.1. BUDGETING AND OPERATIONS. From and after the Effective Date through September 1, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity in the manner provided in Section 2.6.L L From and after September 2, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category, including any debt service on any Mine Reclamation Bonds and any other costs related to surety bonds, banking agreements, letters of credit, or other financial commitment related to providing financial security or assurance for the TMPA's mine remediation responsibilities, shall be assessed to each Participating Public Entity according to the following percentages: Bryan - 21.7%; Denton - 21.3%; Garland - 47%, Greenville - 10%, and billed to each Participating Public Entity on a monthly basis, unless a different schedule of charges shall be adopted by the unanimous approval of all of the Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.11.1, it shall remain responsible for the same percentage share of costs incurred after its exit as set forth above, such that the same percentages shall apply to each exited and remaining Participating Public Entity for any costs of the Mining Business category until all Mining Assets are sold and all obligations are discharged with respect to Mine Reclamation Bonds, surety bonds,banking agreements,letters of credit, and other financial commitments related to providing financial security or assurance for TMPA's mine reclamation responsibilities. Section 2. Section 3.2.4 of the JOA is hereby amended to read as follows: 3.2.4. SALE OF MINING ASSETS PRIOR TO COMPLETION OF MINE RECLAMATION. Prior to completion of mine reclamation, the TMPA Board may approve leases and license agreements of Mining Assets, including the lease of minerals that are Mining Assets, and, pursuant to Section 3.2.3, may approve the sale of real property interests in Mining Assets. Such sales of real property interests in Mining Assets shall not be less than the Page 2 of 131 Attachement 7 fair market value of such assets as reasonably determined by TMPA. The net funds received from the sale of any mining assets under this section shall be applied for the purposes and in the priority stated in Section 3.2.3. Section 3. OTHER AGREEMENTS. (a) All other terms and conditions of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) This Amendment No. 4 shall terminate on the same date the Joint Operating Agreement terminates. (c) Each Party warrants that all necessary actions have been taken to make this Amendment No. 4 a binding amendment, including TPA Board or city council action, as applicable. (d)This Amendment may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment No. 4 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 to Joint Operating Agreement, to be effective upon the Effective Date as set forth in the Recitals. TEXAS MUNICIPAL POWER AGENCY By: ..... ------------ Name: Title: Date: Attest: Approved as to form: .............. ..................Counsel for Texas Municipal Power Agency CITY OF BRYAN, TEXAS Page 3 of 5 132 Attachement 7 y: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan,..T....e.�..................... y exas CITY F DE T'f of d, TEXAS By �, ........ .... Name: ._. ,:: "..........'::..w . w ... ATTEST: ° ..mm_�.. ..... CI SEC N"1" 1 1"14 AS TARY BY: ry Title CI F 1 Date ..c � � r F _. Attest Approved as to form: Counsel for the City 06, CITY OF GARLAND,TEXAS Y' Name: Title: Date: Attest: Page 4 of 133 Attachement 7 CITY OF GREENVILLE, TEXAS By: .... .... ---------- Name: Title: Date: Attest: GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: ...... Narne: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: Page 5 of 5 134 Attachment 3 FILE REFERENCE FORM 2016-192 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Amendment No. 1 to Joint Operating Agreement- Resolution No. R2016-029 8/23/16 JR Amendment No. 2 to Joint Operating Agreement- Ordinance No. 2017-278 9/19/17 JR 135 Attachment 3 ORDINANCE NO. 2016-192 AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER,OR HIS DESIGNEE,TO EXECUTE A JOINT OPERATING AGREEMENT AMONG AND BETWEEN THE TEXAS MUNICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, THE CITY OF DENTON, TEXAS, THE CITY OF GARLAND, TEXAS AND THE CITY OF GREENVILLE, TEXAS REGARDING THE PROCEDURES FOR DECOMMISSIONING AND/OR DISPOSITION OF ASSETS, ENVIRONMENTAL REMEDIATION AND LIABILITY, OPERATIONS OTHER THAN SALES OF POWER AND ENERGY,AND THE DISSOLUTION OF TMPA; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a Member City of Texas Municipal Power Agency("TMPA"), a Joint Powers Agency; and TMPA consists of four Member Cities, being the Cities of Bryan, Texas, Denton, Texas, Garland, Texas, and Greenville, Texas; and WHEREAS,the principal contractual agreement between TMPA and Member Cities is the Power Sales Contract which addresses sales of power and energy. This agreement does not address transmission or mining operations, decommissioning of generation, environmental remediation or indemnity, disposition of assets, or dissolution of TMPA; and WHEREAS, the Joint Operating Agreement addresses matters which include the operations and decommissioning of the plant, transmission and mining operations, ultimate disposition of assets, environmental remediation, and environmental liability, and the dissolution of TMPA; and WHEREAS, it is appropriate for the City to execute this "Joint Operating Agreement Between Texas Municipal Power Agency, the City of Bryan, Texas, the City of Denton, Texas, the City of Garland, Texas and the City of Greenville, Texas" (the "Agreement"); NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The recitals in the preamble are true and correct and are incorporated herewith by reference. Sj','p ION 2. The City Manager, or his designee, is authorized to execute and deliver the "Joint Operating Agreement Between Texas Municipal Power Agency, the City of Bryan, Texas, the City of Denton, Texas, the City of Garland, Texas and the City of Greenville, Texas", a copy of which Agreement is attached as Exhibit"A,"and which Agreement is incorporated by reference. SECTION 3 The City Manager, or his designee, is authorized to execute and deliver the Agreement and any other and further documents related to the said Agreement as are necessary to effectuate, finalize and deliver said Agreement. SECTION 4. This ordinance shall be and become effective immediately upon and after its adoption and approval; provided however, that the Texas Municipal Power Agency,the City of 1 136 Attachment 3 Bryan, Texas, the City of Garland, Texas, and the City of Greenville, Teaxs have each approved said Agreement. PASSED AND APPROVED this the ay of ° 2016. _n CIS 1 �1S"'W�A.TTS, YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: ^. "....._.... ... APPR ED A I'O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 2 137 Attachment 3 JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN,TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND,TEXAS CITY OF GREENVILLE,TEXAS Effective: September 1,2016 138 Attachment 3 JOINT OPERATING AGREEMENT TABLE OF CONTENTS Page ARTICLE 1. TERM,DEFINITIONS, RELATION TO AND ORDER OF PRECEDENCE WITH REGARD TO OTHER CONTRACTUAL COMMITMENTS ...................... 2 ARTICLE II. OPERATIONS OF THE AGENCY .............................................. 5 ARTICLE III. AGREEMENT REGARDING MINING OPERATION AND DISPOSITION OF MINING ASSETS ................................ 12 ARTICLE IV. AGREEMENT REGARDING TRANSMISSION OPERATIONS AND DISPOSITION OF TRANSMISSION ASSETS ARTICLE V. POWER SALES CONTRACT TERM,DECOMMISSIONING, .DISPOSITION OF GENERATION ASSETS,AND MATTERS RELATING TO DISSOLUTION OF THE AGENCY ................. 17 ARTICLE VI. INSURANCE AND INDEMNITIES ............................................ 22 ARTICLE VII. OTHER MATTERS ....................................................................... 25 ARTICLE VIII. MISCELLANEOUS PROVISIONS .............................................. 26 SCHEDULES: SCHEDULE A GENERATION ASSETS SCHEDULE B MINING ASSETS SCHEDULE C TRANSMISSION ASSETS SCHEDULE D ADMINISTRATIVE ASSETS AND ALLOCATIONS SCHEDULE E PROPORTIONAL SHARES OF EACH PARTICIPATING PUBLIC ENTITY AS OF SEPTEMBER 30, 2015 SCHEDULE F DECOMMISSIONING ESCROW AGREEMENT SCHEDULE G MINE RECLAMATION PLAN SCHEDULE H INDEMNITY ESCROW AGREEMENT i 139 Attachment 3 JOINT OPERATING AGREEMENT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN,TEXAS CITY OF DENTON,TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE,TEXAS This Joint Operating Agreement ("Agreement") is made and entered into between the Texas Municipal Power Agency("the Agency"or"TMPA"),a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville,Texas each of which cities is a municipal corporation of the State of Texas and a home rule city (herein collectively"Cities"or individually"City"). WITNESSETH: WHEREAS, in 1975, in recognition that each City desired an economical,reliable source of Power and Energy to meet the growing demands of its customers,the Cities enacted concurrent ordinances, as defined by Tex. Util. Code 163.051 and its predecessors, creating the Agency for the purpose of generation,transmission and sale or exchange of electric energy to the Cities, and WHEREAS, subsequent to the creation of the Agency, the Agency designed, constructed and operates the Gibbons Creek Steam Electric Station in Grimes County, acquired property and other assets in connection with its operations,and each City has purchased Power and Energy from the Agency, financed various assets of the Agency through the purchase of Power and Energy and the issuance of bonds payable from revenues of the City's electric operations, and holds interests in Agency assets in the event of its dissolution; and, WHEREAS,pursuant to S.B. 776,enacted by the 84th Texas Legislature,the Cities,being all of the existing Participating Public Entities in the Agency, have elected governance for the Agency under Tex.Util.Code Section 163,Subchapter C-1,by adoption of concurrent ordinances; and WHEREAS,the Agency and each Participating Public Entity have determined that further contractual agreements between and among the Agency and each Participating Public Entity to address operations of the Agency in matters other than the purchase of Power and Energy and to provide for the mutual rights and responsibilities of the Parties as to the operations of the Agency, including asset management, decommissioning, environmental remediation, indemnities, and the 140 Attachment 3 winding up of affairs of the Agency upon dissolution,are necessary and appropriate and consistent with S.B. 776, Now, THEREFORE, in consideration of the mutual covenants herein contained, the Agency and each Participating Public Entity, intending to be legally bound, agree as follows: ARTICLE 1. TERM, DEFINITIONS, RELATION TO AND ORDER OF PRECEDENCE WITH REGARD TO OTHER CONTRACTUAL COMMITMENTS. SECTION 1.1. TERM OF AGREEMENT. This Agreement shall become effective on September 1, 2016, after the adoption by each Participating Public Entity of an ordinance authorizing the execution of this Agreement, the adoption of this Agreement by the affirmative vote of a majority of the TMPA Board,and the execution of this Agreement by all Parties. Unless earlier terminated in accordance with the terms contained herein for termination, this Contract shall remain in effect until such time as the Agency shall have been dissolved. SECTION 1.2. DEFINITIONS. As used herein: (a) "Act" shall mean Chapter 166, Acts of the 63rd Legislature, Regular Session, 1973, as amended by Chapter 143, Acts of the 64th Legislature, Regular Session, 1975, as amended by Chapter 85, Acts of the 65t' Legislature, Regular Session, 1977, and as further amended by Chapter 1162, Acts of the 84"' Legislature, Regular Session, 2015, now codified in Chapter 163 of the Texas Utility Code, and all laws amendatory thereof or supplemental thereto. (b) "Agency" shall mean the Texas Municipal Power Agency as created and established (pursuant to the Act) and concurrent ordinances adopted by the governing bodies of the Cities, or its successor. (c) "Annual System Costs" are as defined in the Power Sales Contract. Effective September 1, 2018, this term excludes all costs (including capital costs, depreciation, debt service, operations and maintenance, and administrative costs, and all taxes, assessments or other governmental charges)associated with the Transmission System,as herein defined. (d) "Annual Budgets" shall mean, with respect to a fiscal year, the budgets of the Agency prepared in accordance with Section 2.6 of this Agreement. (e) "Approval" when referring to an approval required by this Agreement of a City or Participating Public Entity shall mean approval in such manner as is determined appropriate by each such City or Participating Public Entity, in its individual discretion, unless approval by a concurrent ordinance is. expressly required, in which instance "approval" shall require adoption of a concurrent ordinance by each City or Participating Public Entity whose approval is required. (f) "Bonds" shall mean all bonds issued by the Agency pursuant to a Bond Resolution, as defined herein. 2 141 Attachment 3 (g) "Bond Resolution" shall mean the following resolutions of the Agency adopted prior to the Effective Date of this Agreement authorizing an issue of Bonds or subordinated indebtedness: (i) the "Texas Municipal Power Agency Refunding Revenue Bonds, Series 1993," (ii) the "Texas Municipal Power Agency Subordinate Lien Revenue Refunding Bonds, Series 2008," (iii) "Texas Municipal Power Agency Junior Subordinate Lien Revenue Refunding Bonds, Series 2013," (iv) the "Texas Municipal Power Agency Commercial Paper Notes, Series 2005," (v) the "Texas Municipal Power Agency Subordinate Lien Revenue/Transmission Revenue Converting Security Refunding Bonds, Series 2010,"and(vi)any commercial paper notes issued prior to the date of this Agreement to refund all or a portion of the commercial paper notes referenced in clause (iv), and any resolution adopted after the Effective Date of this Agreement pursuant to which Transmission Debt as defined herein may be issued. (h) "City"shall mean each of the following:the City of Bryan,Texas,the City of Denton, Texas, the City of Garland, Texas, or the City of Greenville, Texas, being the public entities that originally created the Agency; and "Cities" shall mean all four Cities, collectively. Each City is also a "Participating Public Entity" as defined herein unless and until such City is removed from the Agency under Section 163.076 of the Act. (i) "Debt" shall mean any form of debt of the Agency whether bonds, notes, commercial paper or obligations of any kind for borrowed money, and includes "New Debt" as defined herein. 0) "Effective Date"of this Agreement shall mean September 1,2016. (k) "New Debt",shall mean any form of debt of the Agency whether bonds, notes, commercial paper or obligations of any kind for borrowed money, incurred by the Agency from and after September 1, 2016. (1) "Power Sales Contract" shall mean those identical contracts titled "Power Sales Contract Between Texas Municipal Power Agency and City of Bryan,Texas,City of Denton Texas, City of Garland, Texas and City of Greenville, Texas" dated September 1, 1976, as amended. (m) "Participating Public Entity" shall mean each City, unless and until such City is removed from the Agency under Section 163.076 of the Act, and any public entity added to the Agency as provided in the Act. (n) "Party" shall mean the Agency or a City and "Parties" shall refer to the Agency and the Cities collectively. (o) "Series 2010 Bond Resolution" shall mean Resolution No. 2010-6-2 adopted by the TMPA Board on June 24, 2010. (p) "Super Majority Vote" shall have the following meaning: (i) When the Agency or a business category shall have eight board members, for a Super Majority Vote, six members of the TMPA Board shall constitute a quorum, and a Super Majority Vote shall require the affirmative vote of at least six (6)members of the TMPA Board with at least one (1) member of the TMPA Board appointed by each Participating Public Entity voting in favor of such action. 3 142 Attachment 3 . (ii) When the Agency or a business category shall have fewer than eight board members, for a Super Majority Vote, one-half of the TMPA Board plus one additional board member shall constitute a quorum, and a Super Majority Vote shall require the affirmative vote of at least one- half of all members of the TMPA Board plus one additional TMPA Board member with at least one(1)member of the TMPA Board appointed by each Participating Public Entity voting in favor of such action. (q) "System" shall mean all properties owned by the Agency, but, after September 1, 2018, shall exclude the Transmission System. (r) "System Debt"shall have the same meaning as in the Power Sales Contract and includes bonds, commercial paper notes and other obligations for borrowed money (but not capitalized leases or other agreements that are payable thereunder as an Operating and Maintenance Expense), which are secured by payments made by the Cities hereunder and in existence as of the date of execution of this Agreement. However, as used herein, from and after September 1,2018, "System Debt"does not include Transmission Debt. (s) "TMPA Board" shall mean the Board of Directors of the Agency, or, for any business category, the Board of Directors for the business category. The TMPA Board for any business category shall consist of the board members appointed by the Participating Public Entities participating in that business category. (t) "Transmission Debt" shall have the same. meaning as the term "Transmission Debt"as stated in the Series 2010 Bond Resolution. (u) "Transmission Facilities" shall mean all electric transmission facilities wherever located and acquired and/or constructed and owned by the Agency, including, without limitation, such facilities owned in fee simple in their entirety or in an indivisible ownership interest or other ownership interest. (v) "Transmission Revenues" shall have the same meaning as "Transmission Gross Revenues"as defined in the Series 2010 Bond Resolution. (x) "Transmission System"shall mean the Agency's ownership and contractual rights and all other interests in all Transmission Facilities owned or operated by or on behalf of the Agency from time to time, and the operation thereof. SECTION 1.3. SCOPE OF THIS AGREEMENT. This Agreement is intended to provide terms of agreement for (1) Agency operations outside the scope of the Power Sales Contract, (2) matters relating to decommissioning of the power plant at such time as it may be removed from service, (3)disposition of Agency assets, and(4)matters relating to dissolution of the Agency, at such time as it may be dissolved. This Agreement is not intended to require a Participating Public Entity to hold an election in order to exercise any right or to carry out any obligation under this Agreement. SECTION 1.4. RELATION TO AND ORDER OF PRECEDENCE WITH REGARD TO OTHER CONTRACTUAL COMMITMENTS. This Agreement shall not amend, modify, supersede or replace the Power Sales Contract, or the Global Compromise and Settlement 4 143 Attachment 3 Agreement dated December 17, 2009, entered into by the Agency and each City, or any existing written agreement of the Agency and one or more of the Cities. To the extent possible, this Agreement should be interpreted as consistent with such prior written agreements and in pari materia therewith. Additionally, this Agreement shall not amend, modify, supersede or replace any right or obligation as between the Agency and its Bondholders under any Bond Resolution adopted prior to the effective date of this Agreement. ARTICLE II. OPERATIONS OF THE AGENCY. SECTION 2.1. ORGANIZATION OF AGENCY FUNCTIONS. The operations of Agency shall be organized into three business categories: (1) Generation — consisting of the operation and management of the Gibbons Creek Steam Electric plant and sales of the power produced by the plant to the Participating Public Entities, (2)Mining—consisting of the operation and management of real property associated with the Agency's lignite mining property, and (3) Transmission—consisting of the operation and management of Transmission Facilities. SECTION 2.2. IDENTIFICATION OF TMPA ASSETS BY BUSINESS FUNCTION. 2.2.1. IDENTIFICATION OF ASSETS. As of the Effective Date of this Agreement,each and every asset of the Agency comprising the Agency's three business categories, Generation, Mining and Transmission, and the Agency's administrative assets shall be identified on one of the attached schedules, as follows: Schedule A: Generation Business assets. Schedule B: Mining Business assets. Schedule C: Transmission Business assets. Schedule D: Administrative assets. 2.2.2. ADMINISTRATIVE ASSETS. Assets associated with administrative and general functions are identified on Schedule D and allocated between Generation, Mining and Transmission as shown on Schedule D. 2.2.3. AFTER-ACQUIRED ASSETS; ANNUAL UPDATE TO ASSET SCHEDULES. Assets acquired after the effective date of this Agreement shall be identified at the time of acquisition as either Generation Business assets, Mining Business assets, Transmission Business assets.Administrative assets acquired after the Effective Date of this Agreement shall be allocated to Generation Business, Mining Business or Transmission Business as of the date of acquisition and listed on the associated schedule for the business category to which the asset has been allocated. Schedules A,B and C shall be updated periodically as assets are acquired,retired, sold or transferred, or upon allocation of Administrative assets to the Generation, Mining or Transmission Business, with such updates to occur at least annually. In the event a Participating Public Entity shall object to the identification of,an asset to a business category, the dispute resolution procedures of Section 8.10 shall apply. 5 144 Attachment 3 SECTION 2.3. BUDGETING; BOOKS AND RECORDS OF THE AGENCY. The Agency shall budget its operations by business category and shall prepare an annual budget for each business category. The annual budget for each business category shall be approved by a majority vote of the TMPA Board. The Agency shall cause its books of account to be organized in a manner consistent with the three business categories and associated assets identified in Section 2.2.1 and Schedules A-D. All such records shall be current, accurate, complete, and maintained in accordance with generally accepted accounting principles or other accounting principles as may be required by law. SECTION 2.4. PARTICIPATING PUBLIC ENTITIES' INTEREST IN AGENCY ASSETS. 2.4.1. GENERAL RULE. Under the Power Sales Contract and annual budget and rate resolutions of the TMPA Board,payments by each Participating Public Entity to the Agency have provided all funds necessary for the acquisition of all assets and payment of all costs of operation of the Agency. The Power Sales Contract provides that, upon termination of the Power Sales Contract and dissolution of the Agency, each Participating Public Entity has an interest in the assets of the Agency in proportion to the amount that each Participating Public Entity has paid into the Agency. This Section 2.4 states how the proportional interest of each Participating Public Entity will be determined and may be changed in the instances stated in this Section. 2.4.2. FORMULAS FOR DETERMINING EACH PARTICIPATING PUBLIC ENTITY'S INTEREST IN AGENCY ASSETS. The following formulas shall be used to determine each Participating Public Entity's proportional interest in the Agency assets, except to the extent otherwise expressly provided in this Agreement. The formulas shall apply to determine each Participating Public Entity's proportional share in the net proceeds of the sale or other disposition of Agency assets after(i)payment of debts of the Agency and(ii)provision for reserve funds, escrows,retentions, insurance or indemnities as provided in this Agreement in Articles III - VI. The General Formula provided in this Section shall apply, unless a formula specified in Section 2.4.3 shall apply, to determine each Participating Public Entity's residual interest in the net proceeds of the sale or other disposition of any Agency assets, or upon dissolution of the Agency, as follows: General Formula= Amount paid to TMPA by Participating Public Entity from Inception Date to the fiscal year end preceding the date of sale or other disposition of the asset Amounts paid to TMPA by all Participating Public Entities from Inception Date to the fiscal year end preceding the date of sale or other disposition of asset For purposes of this Article II, "Inception Date" shall mean September 1, 1976,the effective date of the initial Power Sales Contract between TMPA and each Participating Public Entity. The proportional shares of the Participating Public Entities in Agency assets according to the General formula as of the end of the Agency's September 30, 2015 fiscal year are as shown on Schedule E. 6 145 Attachment 3 2.4.3. CHANGES IN A PARTICIPATING PUBLIC ENTITY'S INTEREST IN AGENCY ASSETS. 2.4.3.1. RECREATION OF THE AGENCY BY DELETION OF A PARTICIPATING PUBLIC ENTITY. Each Participating Public Entity and the Agency recognize that, pursuant to Section 163.076 of the Act and the concurrent ordinances by which the Cities created the Agency, each Participating Public Entity reserved the right to its governing body to join with the other Participating Public Entities to provide for the re-creation of the Agency by the addition and deletion, either or both, of a Participating Public Entity, as defined in said Act, so long as there is no impairment of any existing obligations of the Agency. In the event that the Agency is re-created by the deletion of a Participating Public Entity,the deleted entity's percentage share in Agency assets shall thereafter be determined by the formula provided in Section 2.4.3.2. No Participating Public Entity that is deleted from the Agency may sell its interest in Agency assets except to the extent such sale is approved in the ordinances that re-create the Agency. 2.4.3.2. CHANGE IN PROPORTIONAL SHARE IN AGENCY ASSETS DUE TO DELETION OF A PARTICIPATING PUBLIC ENTITY PURSUANT TO SECTION 163.076 OF THE ACT. In the event the Agency is recreated pursuant to Section 163.076 of the Act by the deletion of a Participating Public Entity, the deleted Participating Public Entity's proportional interest as stated in Section 2.4.2 shall change, as follows: Formula= Amount paid to TMPA by Participating Public Entity from Inception Date to the fiscal year end preceding the date of deletion Amounts paid to TMPA by all Participating Public Entities from Inception Date to the fiscal year end preceding the date of sale or other disposition of asset 2.4.3.3. CHANGE IN PROPORTIONAL SHARE IN AGENCY ASSETS DUE TO ADDITION OF A PARTICIPATING PUBLIC ENTITY PURSUANT TO SECTION 163.076 OF THE ACT. A Participating Public Entity added to the Agency pursuant to Section 163.076 of the Act after the effective date of this Agreement("newly added Participating Public Entity") shall be included in the calculation of the percentage share of the assets of the Agency,to the extent of the payments to the Agency made by the newly added Participating Public Entity, according to the following formula: Formula= Amount paid to TMPA by newly added Participating Public Entity from initial payment to the fiscal year end preceding the date of sale or other disposition of asset Amounts paid to TMPA by all Participating Public Entities from Inception Date to the fiscal year end preceding the date of sale or other disposition of asset 2.4.3.4. MODIFICATION OF FORMULA IN THE EVENT A PARTICIPATING PUBLIC ENTITY EXITS A BUSINESS CATEGORY BUT THE AGENCY IS NOT RECREATED TO DELETE THE PARTICIPATING PUBLIC ENTITY FROM THE 7 146 Attachment 3 AGENCY. In the event a Participating Public Entity exits one business category of the Agency (for example, Generation),but continues to participate in other business categories of the Agency, the Agency shall calculate such Participating Public Entity's proportional interest in assets of the business category from which the Participating Public Entity has exited as of the date of exit. The Agency shall also record the total amounts paid into the Agency by business category as of the Participating Public Entity's date of exit. Thereafter,as to the assets in the business category from which the Participating Public Entity has exited, such exiting Participating Public Entity shall not share in any increase in the numerator in the formula for the exited business category. To the extent such Participating Public Entity pays into the Agency amounts related to other business categories, the Participating Public Entity shall share in the increase in the formula for those business categories in proportion to the amounts paid into the Agency by all Participating Public Entities in those business categories. 2.4.3.5. EXCEPTION AS TO TRANSMISSION ASSETS. The Parties agree that, due to the differences in the manner in which the Transmission Business has been funded, the formulas in Sections 2.4.1, 2.4.2 and 2.4.3.1-2.4.3.4 do not apply to determine the Participating Public Entities proportional interest in Transmission Assets. The applicable formulas for determining each Participating Public Entity's proportional interest in Transmission Assets are stated in Article IV. SECTION 2.5. ANNUAL CALCULATION OF PROPORTIONAL SHARES. Annually, the TMPA Board shall direct the TMPA Staff to calculate the total payments made to TMPA,each Participating Public Entity's annual sum of payments to TMPA,and to do so by business category in the event any Participating Public Entity withdraws from the Agency or a business category. For each Fiscal Year, the Staff shall update the proportional share calculations, showing the proportional interest of each Participating Public Entity, each deleted Participating Public Entity, and any newly added Participating Public Entity, on an annual basis, by business category. The calculation and supporting information shall be submitted to the TMPA Board for review and approval on an annual basis. In the event a Participating Public Entity shall object to the proportional share calculation, the dispute resolution procedures of Section 8.10 shall apply. SECTION 2.6. ANNUAL BUDGET, RECOVERY OF COSTS OF AGENCY OPERATIONS INCURRED PURSUANT TO THIS AGREEMENT; LIMITATIONS ON NEW DEBT. 2.6.1. BUDGETING AND COST RECOVERY. 2.6.1.1. FOR THE PERIOD FROM THE EFFECTIVE DATE AND ENDING SEPTEMBER 30, 2018. For the period effective October 1, 2016, and annually thereafter to September 30, 2018, the TMPA Board shall adopt annual budgets, by business category. For periods prior to September 30,2018,such Annual Budgets shall be for informational purposes. Recovery of the costs of Agency operations for this period shall be through the (i) Annual System Costs under the Power Sales Contract of the Agency and (ii) Transmission Revenues. From the Effective Date through September 30, 2018, funds otherwise available to be returned to the Cities under Section 7(a)(3) of the Power Sales Contract shall be applied to the following uses: (i) first, to fund the Decommissioning Reserve Account up to the cap for that account as stated in Section 5.5, and (ii) then, to fiord the Indemnity Reserve Account up to the cap for that account as stated in Section 6.5. Any net proceeds remaining after the obligations 8 147 Attachment 3 described in(i)-(ii) shall be apportioned to each Participating Public Entity based on the following percentages: Bryan-21.7%; Denton-21.3%; Garland-47%; Greenville - 10%. 2.6.1.2. FOR PERIODS COMMENCING FROM AND AFTER OCTOBER 1,2018. For the fiscal year commencing October 1,2018,and annually thereafter,the TMPA Board shall adopt annual budgets,by business category,and adopt charges for the recovery of the costs of operations by business category, according to the specific requirements in Articles III, IV, and V,respectively. 2.6.1.3. CHARGES IN THE EVENT A NEW PUBLIC ENTITY IS ADDED TO THE AGENCY OR A PARTICIPATING PUBLIC ENTITY IS REMOVED FROM THE AGENCY UNDER SECTION 163.076, TX. UTIL. CODE. In the event that the Agency is re-created by the deletion of a Participating Public Entity,the deleted entity shall remain bound by this Agreement for its proportionate share of obligations incurred prior to its deletion. In the event the Agency is re-created by the deletion of an existing Participating Public Entity or addition of a new Participating Public Entity, the concurrent ordinances by which such action is taken shall address the obligation of such deleted or added Participating Public Entity as to charges thereafter assessed for each business category. 2.6.2. ADDITIONAL TERMS REGARDING BUDGETING IN ALL PERIODS. In addition to the provisions of Section 2.6.1,the following terms shall apply: 2.6.2.1. ADMINISTRATIVE COSTS. Administrative costs which cannot be directly assigned to a business category shall be allocated to each business category as a part of the annual budget process or at the time budgeted (if incurred by budget amendment). Such allocations shall be substantially in accordance with the Transmission Cost of Service Rate Filing Package Instructions for Non-Investor Owned Transmission Service Providers (or its equivalent) published by the Public Utility Commission of Texas. 2.6.2.2. WORKING CAPITAL. In setting the annual budget for each business category, the TMPA Board shall include working capital levels sufficient to sustain the operation and capital needs of each business category. 2.6.2.3. BUDGET AMENDMENTS. The terms of this Section shall not prevent the TMPA Board from approving such budget amendments as may be necessary, or from billing for such amended costs immediately, so long as the amendments meet the otherwise applicable approval requirements of this section. 2.6.2.4. LIMITATIONS ON BUDGET INCREASES, To the extent the budget,for a business category,together with any amendment,would require the issuance of New Debt by the Agency (other than Transmission Debt), or cause the annual budget or charges to the Participating Public Entities,excluding fuel and debt service`on Transmission Debt,to increase by more than 20%compared to the previous year's budget or charges,excluding fuel and debt service on Transmission Debt,Approval of all Participating Public Entities in that business category shall be required. 2.6.2.5. LIMITATIONS ON DEBT. From and after September 1, 2016, the Agency shall not incur any form of Debt other than Transmission Debt, whether bonds, notes, 9 148 Attachment 3 a new commercial paper program or increase in an existing commercial paper program, or obligation for borrowed money of any kind,unless such Debt is: (1) attributed to a single business category,(2)approved by a Super Majority Vote of the TMPA Board and by concurrent ordinances of each Participating Public Entity in the business category to which the debt is attributed,and(3) secured solely by assets or revenues or operations of the business category to which it is attributed. From and after September 1, 2016, the Agency shall not incur any form of Transmission Debt, whether bonds, notes, commercial paper or obligations of any kind, unless: (1) prior notice of at least 60 days has been given to each Participating Public Entity in the Transmission Business category of the proposed issuance of such Transmission Debt, which notice shall include the principal terms on which such Debt is proposed to be issued, and(2) such proposed Transmission Debt is:(i)after September 1,2018,payable solely from Transmission Revenues,and(ii)approved by a Super Majority Vote of the TMPA Board . The restrictions in this Section relating to Debt shall not apply to mine reclamation bonds or to banking agreements, including letters of credit, associated with such bonds. For clarification, Approval of the Participating Public Entities shall not be required for(i)the issuance by TMPA of Transmission Debt or(ii)the issuance by TMPA of commercial paper notes or a commercial paper program established prior to September 1,2016, that is: (a) payable in full on or before September 1, 2018 or (b) by its terms, to be converted to Transmission Debt on or before October 1,2018. 2.6.2.6. LIMITATIONS ON OTHER NEW LONG-TERM OR SIGNIFICANT OBLIGATIONS. In addition to the limitations on incurrence of Debt provided in Section 2.6.2.5, from and after September 1, 2016, the Agency shall not incur any other form of long-term obligation unless such obligation is: (1) attributed to a single business category, (2) approved by a Super Majority Vote of the TMPA Board and by concurrent ordinances of each Participating Public Entity in the business category to which the obligation is attributed, and (3) secured solely by assets and/or revenues of the business category to which it is attributed. For purposes of this paragraph 2.6.2.6, "long-term or significant obligation" shall mean any contract or other form of obligation (i) having a term in excess of twenty-four (24) months unless the contract may be cancelled by the Agency for convenience•without penalty at any time after the giving of notice and the expiration of a contractual notice period not to exceed one hundred twenty (120)days,or(ii)in an amount in excess of ten million($10,000,000.00)dollars. The restrictions in this Section relating to long-term or significant obligations shall not apply to mine reclamation bonds and to banking agreements, including letters of credit,associated with such bonds. SECTION 2.7. NATURE OF PARTICIPATING PUBLIC ENTITY OBLIGATIONS; RATE COVENANT. Each Participating Public Entity hereby binds itself to pay such costs as may be properly assessed by the Agency for recovery of the cost of the services undertaken by the Agency pursuant to this Agreement. Each Participating Public Entity shall establish,maintain and collect rates and charges for the electric service of its electric system which shall produce revenues at least sufficient, together with other revenues available to such electric system and available electric system reserves,to enable it to pay to the Agency,when due, all amounts payable by such Participating Public Entity under this Agreement. A Participating Public Entity's payment obligations under this Agreement shall constitute an operating expense of its electric system,and are payable exclusively from such revenues. SECTION 2.8. REPORTS. The Agency will prepare and issue the following reports for each business category (Generation, Transmission, Mining) for each fiscal year: (i) financial and operating statement relating to Generation, Transmission, and Mining; (ii) status of construction 10 149 Attachment 3 for any facility under construction; and (iii) analysis of operations relating to each of the three business categories of the Agency. Each business category report shall be made available to the Participating Public Entities in that business category. Within one hundred and twenty (120)days of the close of each fiscal year, the Agency shall cause an audited report of financial operations for the prior fiscal year for each business category to be sent to each Participating Public Entity in that business category. Such reports shall have been audited annually by an independent certified public accountant. SECTION 2.9. RECORDS AND ACCOUNTS. The Agency will keep accurate records and accounts relating to each business category in accordance with applicable accounting standards [uniform system of accounts] including depreciation. SECTION 2.10. ACCESS. Each Participating Public Entity, for any business category in which the Participating Public Entity participates, shall at all times have reasonable access to examine any and all books and records of the Agency for that business category and to examine any facility of the Agency in that business category. SECTION 2.11 DECISION TO EXIT A BUSINESS CATEGORY. 2.11.1. LIMITATIONS ON EXITING A BUSINESS CATEGORY. A Participating Public Entity intending to exit a business category other than the Generation Business category shall do so by giving notice to the Agency and all Participating Public Entities in writing at least one hundred eighty(180)days in advance of the effective date of the exit. No Participating Public Entity may exit the Generation Business unless it has elected to terminate its Power Sales Contract in the manner and with the notice as required in Section 5.1 of this Agreement and no such exit from the Generation Business may become effective in advance of the date of termination of the exiting Participating Public Entity's Power Sales Contract with TMPA.. No Participating Public Entity may exit the Mining Business prior to October 1, 2018, or before the reclamation obligations of TMPA are completed and the Mining Business assets are released from reclamation bonding. No Participating Public Entity may exit the Transmission Business on a date to be effective prior to October 1,2018. 2.11.2. BOARD PARTICIPATION. Effective on the date of exit, the exiting Participating Public Entity agrees to recuse itself from participating in any deliberation or voting of the TMPA Board in matters regarding the exited business category, and agrees that the TMPA Board may amend its bylaws to provide (i) that the Agency board members appointed by the exiting entity shall recuse themselves and not participate in TMPA matters regarding that business category and(ii) for separate boards for one or more business categories. 2.11.3. OBLIGATIONS OF EXITING ENTITY. Prior to the effective date of exit, the exiting Participating Public Entity shall pay all sums due the Agency with respect to the exited business category for periods prior to the date of exit. From and after the date of exit, the exiting Participating Public Entity shall have no responsibility for any Debt incurred in that business category after the date of exit, but to the extent that any debt instrument shall be secured by revenues or other assets of a Participating Public Entity, the exiting Participating Public Entity shall retain responsibility for its proportional share of such debt attributable to the exited business category, incurred before, arising before, or attributable to operations in that business category before the date of exit. The exiting Participating Public Entity's obligation(if any)with regard to 11 150 Attachment 3 annual operating costs incurred in the exited business category after its exit of that business category and its percentage share of the net proceeds of any sale of assets in the exited business category shall be determined in the manner set forth in Article III, IV or V for the exited business category. 2.11.4. SALE OF INTEREST PROHIBITED. An exiting Participating Public Entity may not sell its interest in assets of a business category upon exiting a business category but will continue to hold its proportional interest in Agency assets,in the proportion defined in Section 2.4 of this Agreement,until such assets are disposed of by the Agency in the manner provided by this Agreement. SECTION 2.12. SALES OF ASSETS. When a sale of assets is undertaken, the Agency shall use its best efforts to market and dispose of such assets upon the terms and conditions that maximize the asset's market value. Except as permitted in Section 3.2.3, no individual contract for the sale of an asset having a value in excess of$10,000,000.00, or successive contracts in a twelve-month period for the sale of assets in any one business category which together have a value in excess of $10,000,000.00, shall be undertaken except upon prior Approval of all Participating Public Entities. Further,no contract for the sale of an asset having a value less than $10,000,000.00, shall be undertaken except upon compliance with all other terms of Articles III, IV and V as applicable to the category of the asset to be sold. Additionally, the Agency covenants and agrees that in the event properties of the System which were acquired with funds received from the sale of Bonds are sold, the proceeds from the sale of such properties shall be applied in accordance with the provisions of the applicable Bond Resolution unless and until such Bonds have been paid. The Agency shall apply any remaining proceeds from the sale of properties in accordance with this Agreement. ARTICLE III. AGREEMENT REGARDING MINING OPERATION AND DISPOSITION OF MINING ASSETS. SECTION 3.1. IDENTIFICATION OF MINING LANDS. The properties and assets shown on Schedule B shall comprise the"Mining Assets."Mining Assets shall include all mineral and other property interests associated with the real properties identified on Schedule B. SECTION 3.2. OPERATION, RECLAMATION AND DISPOSITION OF MINING ASSETS. 3.2.1. BUDGETING AND OPERATIONS. From and after October 1, 2018, charges for recoupment of such costs as are included in the Annual Budget for the Mining Business category shall be assessed to each Participating Public Entity according to the following percentages: Bryan-21.7%;Denton-21.3%;Garland-47%,Greenville- 10%,unless a different schedule of charges shall be adopted by the unanimous approval of all of the Participating Public Entities in the Mining Business category. In the event a Participating Public Entity exits the Mining Business as permitted under Section 2.11.1, it shall remain responsible for the same percentage share of costs incurred after'its exit as set forth above, such that the same percentages shall apply to each exited and remaining Participating Pubic Entity for any costs of the Mining Business category until all Mining Assets are sold. 12 151 Attachment 3 3.2.2. RECLAMATION. The Agency's mine reclamation plan is attached as Schedule G. The Agency shall proceed to obtain the release of properties from reclamation bonding and do all things necessary to complete the mining reclamation plan as expeditiously as is commercially reasonable. 3.2.3. SALE OF MINING ASSETS. Upon completion of mine reclamation,as described in Section 3.2.2, the Agency may sell Mining Assets, either piecemeal or in the aggregate, on such terms as may be agreed by the TMPA Board. All net funds received from the sale of the Mining Assets after payment of any costs of reclamation shall be placed into a MINING RESERVE ACCOUNT to be held by the Agency, with the proceeds to be used for the following purposes, in the priority stated: (1) First priority — for the payment of any System Debt, including any commercial paper attributable to the System; (2) Second—for the payment of New Debt,if any, incurred in the Mining Business; (3) Third - to the Decommissioning Reserve Account described in Section 5.5, as necessary to establish an account balance in the amount stated in Section 5.5,or such other amount as determined by the unanimous Approval of all Participating Public Entities; (4) Fourth-to the funding of the Indemnity Reserve Account described in Section 6.5, as necessary to establish an account balance as stated in Section 6.5, or such other amount as determined by the unanimous Approval of all Participating Public Entities; (5) Fifth — the remaining proceeds shall be distributed to the Participating Public Entities according to the applicable formula set forth in Section 2.4. ARTICLE IV. AGREEMENT REGARDING TRANSMISSION OPERATIONS AND DISPOSITION OF TRANSMISSION ASSETS. SECTION 4.1. TRANSMISSION ASSETS. The property and assets shown on Schedule C, together with any future additions to Transmission Assets acquired, constructed, or under construction, after the effective date of this Agreement, comprise the "Transmission Assets." These assets consist of geographically-located transmission lines and substations, together with the associated property interests identified in Section 4.5, owned, used, or under construction,by TMPA to provide transmission service within ERCOT pursuant to Chapter 35 of the Texas Utility Code. SECTION 4.2. APPLICATION OF PROCEEDS FROM ANNUAL OPERATIONS OF THE TRANSMISSION BUSINESS. Effective September 2, 2018, all net proceeds from the annual operations of the Transmission Business category(after payment of the annual costs of the Transmission System and debt service on Transmission Debt) shall be used: (i) first, to fund the Decommissioning Reserve Account up to the cap for that account as stated in Section 5.5,and(ii) then,to.the Indemnity Reserve Account up to the cap for that account as stated in Section 6.5.Any net proceeds remaining after the obligations described in (i)-(ii) shall be apportioned to each Participating Public Entity based on the following percentages: Bryan- 21.7%; Denton - 21.3%; 13 152 Attachment 3 Garland-47%; Greenville- 10%. In the event that Transmission Revenues are insufficient to pay the annual costs of the Transmission Business category, then each Participating Public Entity having an interest in Transmission Assets shall fund the shortfall in the percentages stated above. From and after September 2, 2018, in the event that a Participating Public Entity exits the Transmission Business category,the percentage of net proceeds from the annual operations of the Transmission Business category held by the exiting entity shall be apportioned among the remaining Participating Public Entities in proportion to the percentages stated above for apportionment of net proceeds effective September 2, 2018. SECTION 4.3. PARTICIPATING PUBLIC ENTITIES INTEREST IN TRANSMISSION ASSETS. Each Participating Public Entity's proportional interest in Transmission Assets and in the net proceeds from the sale of any Transmission asset is its fixed percentage as set forth on Schedule E, which percentage shall apply unless and until the Agency is recreated under Section 163.076. In the event the Agency is recreated under Section 163.076 by the addition or deletion of a Participating Public Entity, Schedule C shall be updated to the effective date of such ordinances and the Schedule E percentages shall be applied to determine each existing Participating Public Entity's proportional interest in Transmission Assets shown on Schedule C as of the effective date of the concurrent ordinances. The concurrent ordinances recreating the Agency shall state the proportional interests of all Participating Public Entities in Transmission Assets acquired from and after the effective date of such ordinances. SECTION 4.4. TERMS OF DISPOSITION OF TRANSMISSION ASSETS. 4.4.1. TERMS OF DISPOSITION. The Agency shall own and operate the Transmission Assets until disposed of in the manner provided in this Section. Any disposition of Transmission Assets shall conform to the following terms: (1) Participating Public Entity's Interest in Transmission Assets. Each Participating Public Entity shall be accorded a proportional interest in Transmission Assets equal to the Participating Public Entity's percentage interest as specified on Schedule E. (2) Transfer of Ownership of Transmission Assets to the Participating Public Entities. The TMPA Board shall approve a transfer of ownership of Transmission Assets from the Agency to the Participating Public Entities at such time as a majority of the governing bodies of the Participating Public Entities in the Transmission Business category shall determine and agree that it is in their best interests to transfer ownership of Transmission Assets. Upon such Approval,the Parties agree that each Transmission Asset shall be transferred to a Participating Public Entity pursuant to the procedures stated in Paragraph (3)of this Section. Pending such a transfer, all or a portion of the Transmission Assets may be sold to a third parry if such a sale is Approved by all of the Participating Public Entities. The Participating Public Entities further agree that, if there is Transmission Debt outstanding,the disposition of such assets shall occur at a single time, and not piecemeal. Any transfer of Transmission Assets to a Participating Public Entity shall occur in a manner consistent with any Bond Resolution authorizing Transmission Debt and only upon payment or defeasance of all Transmission Debt as may be required by the Bond Resolution. (3) Procedure for Transfer of Ownership of Transmission Assets to the Participating Public Entities. 14 153 Attachment 3 (i) Determination of Total Transmission Asset Dollar Value and the Value of each Transmission Asset. The value of each Transmission Asset shown on Schedule C shall be set in the manner described herein and the sum of such values shall be the "Total Transmission Asset Dollar Value" as used herein. Each Transmission Asset in service shall be valued at its net book value and each Transmission Asset under construction shall be valued at its recorded construction work in progress ("CWIP") as of the effective date of the transfer. In the event of any disagreement as to the value of a Transmission Asset,the affected Participating Public Entities agree to submit the dispute to an independent third party whose valuation shall be binding. (ii) Participating Public Entity's Transmission Asset Interest. Each Participating Public Entity's Transmission Asset Interest shall be determined by applying its percentage. ownership interest as set forth on Schedule E to the Total Transmission Asset Dollar Value. (iii) Transfer of specific Transmission Assets. Upon approval of the transfer of ownership of Transmission Assets to the Participating Public Entities as specified in 4.4.1(2),each Participating Public Entity shall be initially assigned specific Transmission Assets in its geographic region from the list of Transmission Assets shown in Schedule C. Differences between a Participating Public Entity's Transmission Asset Interest and the sum of the values of the Transmission Assets initially assigned to the Participating Public Entity shall be trued-up among the Participating Public Entities until each Participating Public Entity's Transmission Asset Interest is reached. A Participating Public Entity for whom the sum of the values of its initial geographically-assigned Transmission Assets exceeds its Transmission Asset Interest shall prioritize its initially-assigned Transmission Assets for selection by those Participating Public Entities whose sum of the values of their initially-assigned Transmission Assets is less than their Transmission Asset Interest. If, for more than one Participating Public Entity, the sum of the values of its initially-assigned Transmission Assets is less than its Transmission Asset Interest,the order of selecting Transmission Assets from Participating Public Entities the sum of whose initially-assigned value of Transmission Assets exceeds their Transmission Asset Interest shall be in the order beginning with the Participating Public Entity having the greatest difference in value between its initially-assigned Transmission Assets and its Transmission Asset Interest,and ending with the Participating Public Entity having the least such difference. The Participating Public Entity order of selection will adjust as selections are made. Consideration shall be given during the selection process to minimize any operational issues. If a dispute in the disposition process arises, an independent third party may.be employed to assist. Any remaining dispute shall be subject to the dispute resolution procedures set forth in Section 8.10 of this Agreement. (4) Certificates of Convenience and Necessity. Once the specific Transmission Assets to be distributed to each Participating Public Entity have been identified pursuant to this Section, each acquiring Participating Public Entity shall be responsible for obtaining or amending its certificate of convenience and necessity(CCN) as required to own and operate the Transmission Assets to be transferred to it. No Party to this Agreement shall oppose another Participating Public Entity's CCN application for approval of the transfer of the asset from the Agency to the Participating Public Entity. (5) Payment or defeasance of Transmission Debt. Payment or defeasance of Transmission Debt shall be accomplished in the following manner:Transmission Debt outstanding as of the date of disposition of Transmission Assets shall be allocated to each Participating Public 15 154 Attachment 3 Entity based on its percentage interest in Transmission Assets set forth on Schedule E. A Participating Public Entity shall pay to the Agency at the date of disposition of the Transmission Assets the amount equal to the Transmission Debt allocated to it for the sole purpose of the Agency paying off outstanding Transmission Debt. (6) Transfers prior to final disposition. Nothing herein shall prohibit a transfer of a Transmission Asset or portion thereof to a Participating Public Entity pursuant to the TMPA Transmission Asset Ownership Policy. In the event that any Transmission Asset, or portion thereof, is transferred to a Participating Public Entity pursuant to such policy after the Effective Date of this Agreement,but prior to the transfer of ownership of Transmission Assets described in Paragraph (3) above, the following shall occur in the process in subsection(3)(iii) above: (i) the value of the asset at the date of transfer shall be included in the Total Transmission Asset Dollar Value and (ii) the value of the asset at the date of transfer of that asset shall be attributed to the receiving Participating Public Entity for purposes of determining the value of the Transmission Assets initial geographically-assigned to the receiving Participating Public Entity. (7) Transfers after final disposition. Nothing in this Agreement shall preclude a Participating Public Entity from selling or purchasing .another Participating Public Entity's Transmission Assets after transfer of ownership from the Agency to the Participating Public Entity. (8) Transfers of transmission projects under construction. For any transfer involving a transmission project under construction,the Agency and the Participating Public Entity acquiring the Project shall enter into such other agreements and assignments as are necessary to effect the transfer. SECTION 4.5. EASEMENTS, RIGHTS-OF-WAY, AND ACCESS. Any sale or disposition of Transmission Assets shall include the sale or disposition of associated easements, rights-of-way, or other rights of access as are associated with each Transmission Asset currently held by TMPA. To the extent such rights-of-way, easements or rights of access lie within or cross real property constituting Generation Assets, the fee title to the underlying property shall be retained by and remain a part of the Generation Assets. To the extent that the Agency has located, or will in the future locate,Transmission Assets in the easements,rights-of-way,or other properties of a Participating Public Entity pursuant to Section 29 of the Power Sales Contract, such license or right to use the property of the Participating Public Entity shall continue in effect under this Joint Operating Agreement for as long as such Transmission Assets are owned by the Agency and shall transfer to a Participating Public Entity upon distribution or sale of such assets to the Participating Public Entity. In the event a Transmission Asset is sold to a third party, the Participating Public Entity shall use its best efforts to enter into a new agreement with the third party as to the easements,rights-of-way or other license providing a right of use of such property on which a Transmission Asset may be located. SECTION 4.6. PROCEEDS FROM THE SALE OF TRANSMISSION ASSETS. In the event any Transmission Assets are sold to a third party, all net funds received from the sale of Transmission Assets shall be placed into the TRANSMISSION RESERVE ACCOUNT to be held by the Agency, with proceeds to be used for the following purposes, in the priority stated: (1) First priority — for payment of Transmission Debt, and New Debt, if any, attributable to the Transmission Business; 16 155 Attachment 3 (2) Second — to the Decommissioning Reserve Account described in Section 5.5, as necessary to establish an account balance in the amount stated in Section 5.5,or such other amount as determined by the unanimous Approval of all Participating Public Entities; (3) Third—to the funding of the Indemnity Reserve Account described in Section 6.5, as necessary to establish an account balance as stated in Section 6.5, or such other amount as determined by the unanimous Approval of all Participating Public Entities; (4) Fourth—to the extent funds remain after the obligations described in(1) -(4), such funds shall be distributed to the Participating Public Entities according to the applicable percentages set forth on Schedule E. ARTICLE V. ' POWER SALES CONTRACT TERM, DECOMMISSIONING, DISPOSITION OF . GENERATION ASSETS, AND MATTERS RELATING TO DISSOLUTION OF THE AGENCY. SECTION 5.1. MATTERS RELATING TO TERM OF POWER SALES CONTRACTS. 5.1.1. ELECTION TO EXTEND TERM OF POWER SALES CONTRACTS. As of the Effective Date of this Agreement;each Participating Public Entity and the Agency are parties to Power Sales Contracts by which each Participating Public Entity, as a purchaser of power and energy, may elect to extend the term of its contract beyond September 1, 2018, the otherwise effective date of termination of the contract. Such elections are to be made by September 30,2016, under the existing Power Sales Contracts. TMPA shall cease production of power and energy effective September 1, 2018, unless (i)on or before September 30, 2016, all Participating Public Entities have elected to continue theirPower Sales Contracts, or (ii) on or before September 1, 2018,an agreement is reached by which the Participating Public Entities that have elected to extend their Power Sales Contract, and/or any newly added Participating Public Entity, contract for one hundred percent(100%) of the output of the plant. 5.1.2. ELECTION TO TERMINATE POWER SALES CONTRACT AFTER SEPTEMBER 1, 2018. Each Participating Public Entity that elects to extend its Power Sales Contract beyond September 1, 2018, shall have the right thereafter to elect to terminate its Power Sales Contract upon such notice as is required by this Section. The Participating Public Entity shall effect the termination of its Power Sales Contract by providing notice to the Agency and each other Participating Public Entity of its decision to terminate its Power Sales Contract. Such notice shall be given at least twenty.-four months prior to the date of termination. On the date of termination stated in the notice,which may not precede September 1,2018,the Participating Public Entity's Power Sales Contract shall terminate and all obligations of TMPA to provide power and energy to such Participating Public Entity shall terminate. Additionally, on the termination date, the Power Sales Contracts between TMPA and all other Participating Public Entities shall terminate and TMPA shall cease production of power and energy unless an agreement has been reached by which the remaining Participating Public Entities and any newly added Participating Public Entity elect to contract for one hundred percent(100%)of the output of the plant. 17 156 Attachment 3 SECTION 5.2. EFFECT OF ELECTION TO EXTEND THE POWER SALES CONTRACTS. 5.2.1. If,pursuant to Section 5.1.1 above,one or more Participating Public Entities and/or newly added Participating Public Entity elect to extend the term of their Power Sales Contracts beyond September 1, 2018 and such Participating Public Entities collectively contract for 100% of the output of the plant, then: (i) Generation Assets shall continue to be used for the generation of power and energy for the term of the extended Power Sales Contracts; (H)the Agency's provision of power and energy under the Power Sales Contracts shall be governed by such contracts, and (iii)from and after September 1, 2018, until the Power Sales Contracts terminate, all of the costs incurred in the Generation Business category shall be included in the annual budget for the Generation Business category and recouped from the Participating Public Entities having a power sales contract with the Agency through their Power Sales Contracts. 5.2.2. If a Participating Public Entity elects to terminate its Power Sales Contract with TMPA("Exiting Participating Public Entity"),but other Participating Public Entities contract for 100% of the output of the plant and continue their Power Sales Contract with TMPA as provided for in Section 5.1.2,then: (1) Such Exiting Participating Public Entity shall be deemed to have.exited the Generation Business and such Exiting Participating Public Entity's proportional interest in Generation Assets shall be reduced by the proportionate amount of payments made by the entities that purchase power from the Gibbons Creek plant after the date of termination of the Exiting Participating Public Entity's Power Sales Contract in the manner described in the formula in Section 2.4.3.4. As described, the Exiting Participating Public Entity's numerator remains constant,but the denominator increases by the amount of payments to TMPA for power and energy made by the remaining Participating Public Entities in the Generation Business from and after the date the Exiting Participating Public Entity's Power Sales Contract terminates. (2) The exiting Participating Public Entity agrees to recuse itself from participating in any deliberation or voting of the TMPA Board in matters regarding the Generation Business,and agrees that the TMPA Board may amend its bylaws to provide that the exiting Participating Public Entity's board members shall recuse themselves and not participate in TMPA Board matters regarding the Generation Business. (3) The exiting Participating Public Entity shall share in any insufficiency of the Decommissioning Reserve Account as provided in Section 5.5.2. SECTION 5.3. DECOMMISSIONING PLAN. 5.3.1. ADOPTION OF DECOMMISSIONING PLAN. Within 12 months of the adoption of this Agreement,the TMPA Board shall adopt a plan for the decommissioning of the Gibbons Creek plant. Such plan shall address (i) the timetable for filing of and obtaining all necessary approvals to cease generation; (ii) the demolition of the physical plant; (iii) environmental remediation of the plant site and all related structures, including the reservoir, landfills, and ash ponds, in compliance with and addressing the Standard of Operation set forth in Section 5.3.2; (iv)sales of all salvageable materials;and(v)options as to the sale,future use and/or management of the plant site and all remaining Generation Assets identified in Schedule A. The 18 157 Attachment 3 Decommissioning Plan shall be updated periodically as determined by the TMPA Board to be appropriate. The initial Decommissioning Plan and all updates to the.Plan shall be made.available to each Participating Public Entity. 5.3.2. MINIMUM STANDARDS FOR ENVIRONMENTAL REMEDIATION. 5.3.2.1. STANDARDS. The Decommissioning Plan for environmental remediation shall require compliance with the following standards for environmental remediation: (A) Unauthorized Releases. The Agency shall operate the Generation Assets in such a manner that hazardous substances, solid wastes, and/or coal combustion residuals will not contaminate, or be released, leaked or spilled on or into, or discharged to the environment, to the extent prohibited by state or federal law other than as permitted by the most stringent of any applicable standards. (B) Notification and Reporting The Agency shall be responsible for fulfilling all notification and reporting requirements established by applicable law related to any unauthorized release of hazardous substances, solid wastes, coal combustion residuals or chemicals into the environment from or in connection with its operation and management of the Agency's Generation Assets. (C) Assessment Required. The Agency shall conduct an assessment of the generation operations to determine whether any environmental remediation is required. The Agency shall be responsible for any remediation required by applicable law. (D) Cleanup and Costs. The Agency shall remediate any material release of hazardous substances, coal combustion residuals, or chemicals by the Agency to the extent required by applicable law making use of any restrictions or other use limitations consistent with the then current use of the.relevant property. (E) Residuals Management. The Agency shall manage and dispose of any hazardous substances, solid wastes, coal combustion residuals or other chemicals in accordance with applicable law. (F) Acceptable Disposal Site Information. The Agency shall keep and maintain such logs,records,manifests,bills of lading or other documents as are required to be kept or maintained under applicable law pertaining to the transport and/or disposal of any hazardous substances,solid wastes, coal combustion residuals or chemicals,together with all weights and measures data and information relating to residuals quantities generated and disposed of hereunder. (G) Definitions. For purposes of this section, (i) "hazardous substances" shall mean any hazardous waste, hazardous product, contaminant, toxic substance, deleterious substance, dangerous good, pollutant, waste, reportable substance, and any other substance, in respect of which the storage, manufacture, handling, disposal, treatment, generation, use, transport, remediation or release into or presence in the environment is prohibited, controlled or regulated under applicable law pertaining to the environment or otherwise, or is capable of causing harm to human health or other the environment, including "hazardous substances" as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et 19 158 Attachment 3 seq., .and applicable regulations, as amended from time to time ("CERCLA"), and "hazardous waste" as defined under the Resource Conservation and Recovery Act,42 U.S.C. § 6901, et seq., and applicable regulations promulgated thereunder, as amended from time to time; (ii) "coal combustion residuals" shall have the meaning assigned by 40 C.F.R. Part 257, as amended from time to time, and(iii) "solid waste" shall have the meaning assigned by applicable state or federal environmental laws. 5.3.2.2. DISPOSAL OF WASTEWATER. The Agency shall manage all wastewater produced at the generation site and in accordance with applicable law. 5.3.3. SUBMISSION OF NOTICE TO ERCOT APPROVAL OF CESSATION OF PRODUCTION OF POWER. Upon termination of the Power Sales Contract, TMPA shall submit such notices as may be required by ERCOT in connection with cessation of production of power and energy. SECTION 5.4. PROCEEDS FROM THE SALE OR DISPOSITION OF GENERATION ASSETS. The properties identified on Schedule A shall be referred to as the"Generation Assets." The net funds from the sale or other disposition of Generation Assets shall be placed into the Generation Reserve Account to be held by the Agency,with income and principal of such account to be used for the following purposes, in the priority stated: (1) First — to the payment of all System Debt, including any commercial paper attributable to the System; (2) Second—for the payment of New Debt,if any,incurred in the Generation Business; (3) Third — to the Decommissioning Reserve Account described in Section 5.5, as necessary to establish an account balance in the amount stated in Section 5.5,or such other amount as determined by the unanimous Approval of all Participating Public Entities; (4) Fourth—to the funding of the Indemnity Reserve Account described in Section 6.5, as necessary to establish an account balance as stated in Section 6.5, or such other amount as determined by the unanimous Approval of all Participating Public Entities; (5) Fifth — the remaining proceeds shall be distributed to the Participating Public Entities according to the applicable formula set forth in Section 2.4. SECTION 5.5. DECOMMISSIONING RESERVE ACCOUNT. A Decommissioning Reserve Account is to be established and held in escrow in the name of TMPA pursuant to a Decommissioning Escrow Agreement substantially in the form attached hereto as Schedule F.As provided in in Sections 3.2.3, 4.2, 4.6 and 5.4 of this Agreement, as net funds become available for application to the Decommissioning Reserve Account, such funds shall be applied to this account as necessary to establish a maximum account balance of Thirty Million($30,000,000.00) dollars,or such other amount as determined by a Super-Majority Vote of the TMPA Board for the Generation Business. Funds in the account shall be applied to the purposes specified in 5.5.3. 5.5.1. DECOMMISSIONING RESERVE ACCOUNT BALANCE. In setting the account balance, to the extent the fair market value of the Mining Assets held by TMPA exceeds 20 159 Attachment 3 any remaining System Debt or New Debt in the Mining Business, such net fair market value shall be added to the cash funds held in the account,such that the account balance is the sum of the net fair market value of the Mining Assets plus the cash funds in the account. The fair market value of the Mining Assets shall be established by a third party appraisal,to be conducted within one- hundred eighty (180) days of the adoption of this Agreement. Subsequent appraisals shall be conducted no less frequently than every third year, or upon request of a majority of the TMPA Board for the Generation Business. 5.5.2. INSUFFICIENCY OF FUND BALANCE OR CASH. In the event that the Decommissioning Reserve Account has insufficient funds.or cash to meet the obligations of the account ("shortfall"), each Participating Public Entity having an interest in the assets of the Generation Business, including both those Participating Public Entities that may have exited the Generation Business or have been deleted from the Agency but that hold an interest in Generation Assets under Section 2.4, shall contribute to the Decommissioning Reserve Account such funds as are necessary to meet current obligations and shall bear a share of the shortfall in the same percentage as its interest in Generation Assets under Section 2.4. In the event that the Agency is recreated to add a new Participating Public Entity to the Generation Business,terms of agreement regarding decommissioning funding shall be addressed in the agreements adopted at the time of entry. 5.5.3. PURPOSES OF ;THE DECOMMISSIONING RESERVE ACCOUNT. Funds in the Decommissioning Reserve Account shall be used for costs of decommissioning Generation Business assets according to the approved Decommissioning Plan, costs of environmental remediation in furtherance of the Decommissioning Plan as set out in Section 5.3 above, and the costs of funding such general liability and environmental insurance as may be required of the Agency or as the Agency shall determine appropriate under Section 6.1(e) with respect to its decommissioning activities, including any self-insured retention for any residual environmental liability associated with the operation of the Gibbons Creek power plant as provided in Section 6.1(e). Any amounts remaining in the escrow account after these designated purposes are satisfied shall be disbursed to the Participating Public Entities according to the applicable formula in Section 2.4 of this Agreement upon the written notice of the Agency and the Participating Public Entities as provided in Sections 3.2.2 or 3.3.2 of the Decommissioning Escrow Agreement. 5.5.4. QUALIFICATIONS FOR ESCROW AGENT AND RELATED TERMS. The Decommissioning Reserve Account Escrow Agent shall meet the terms of qualification substantially in the forth set forth in Schedule F to this Agreement. 5.5.5. DISTRIBUTION OF EXCESS FUNDS IN DECOMMISSIONING RESERVE ACCOUNT. In the event the TMPA Board determines the Decommissioning Reserve Account has funds in excess of costs identified in Section 5.4, then the excess shall be applied to the purposes and in the order stated in Section 5.4. 5.5.6. DISSOLUTION OF DECOMMISSIONING RESERVE ACCOUNT. The Decommissioning Reserve Account is to be held until Decommissioning Completion pursuant to Section 3.2 of the Decommissioning Escrow Agreement, or a Disposition Event pursuant to Section 3.3 of the Decommissioning Escrow Agreement and thereafter disbursed in accordance with Section 5.5 above and the Decommissioning Escrow Agreement. 21 160 Attachment 3 ARTICLE VI.INSURANCE AND INDEMNITIES. SECTION 6.1. INSURANCE RELATED TO OVERALL; OPERATIONS OF THE AGENCY. The Agency shall maintain, or cause to be maintained in force for the benefit of the Agency, such insurance with respect to its operations as shall be reasonably available and as is usually carried by municipal electric utilities constructing, owning and operating mining, generating and transmission facilities including such environmental insurance as may be required of the Agency or as the Agency shall determine appropriate with respect to the operations of the Agency including any self-insured retention. In addition: (a) The Agency may establish and create a special fund for the purpose of providing a self-insurance fund. Amounts to be deposited in or credited to such fund in any fiscal year shall be accounted for as operating and 'maintenance expenses and allocated among the business categories. Any claims against the self-insurance fund shall be charged to the associated business category from which the claim arose. The balance of said fund must at all times meet or exceed any self-insured retention or deductible imposed upon TMPA in order to trigger the applicable insuring agreement's indemnity and/or defense obligations. (b) The Agency shall maintain, or cause to be maintained, in force, insurance in such amounts and against such risks as required by any Bond Resolution. (c) The Agency will secure and maintain adequate fidelity insurance or bonds on all officers and employees handling or responsible for funds of the Agency. (d) In the event the Agency obtains insurance as permitted by this Section, the annual premium and retention shall be accounted for as operating and maintenance expenses and allocated among the business categories. Any claims against the retention shall be charged to the associated business category from which the claim arose. (e) Upon cessation of the Generation Business, costs of such insurance as is provided for in (a)—(c) above with respect to the Agency's decommissioning activities, together with costs incurred in the satisfaction of any costs of any residual environmental liability associated with the prior operation of the Gibbons Creek power plant, including the costs of insurance coverage for such purposes, shall be funded from the Decommissioning Reserve Account. SECTION 6.2. LIMITATION OF REMEDIES, LIABILITY AND DAMAGES. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDYOR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH DAMAGE. THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY HEREIN PROVIDED, THE 22 161 Attachment 3 OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR,DAMAGES AT LAW OR IN EQUITY ARE WAIVED. SUBJECT TO THE RIGHT OF INDEMNIFICATION UNDER ARTICLE VI, UNLESS EXPRESSLY HEREIN PROVIDED, NO PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES IS WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OR STRICT LIABILITY OF ANY PARTY, WHETHER SUCH NEGLIGENCE OR STRICT LIABILITY IS SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED,OR TO BE LIQUIDATED,THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ESTIMATED HARM OR LOSS. SECTION 6.3. AGENCY'S INDEMNIFICATION OF PARTICIPATING PUBLIC ENTITIES. 6.3.1. INDEMNITY. THE AGENCY SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND EACH PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY, COLLECTIVELY AND INDIVIDUALLY, AND ITS RESPECTIVE PAST, PRESENT AND FUTURE COUNCIL MEMBERS, APPOINTEES TO THE TMPA BOARD, UTILITY DIRECTORS, UTILITY COMPANIES OR ENTITIES, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, INVITEES, REPRESENTATIVES AND PERMITTED ASSIGNS ("PARTICIPATING PUBLIC ENTITY'S INDEMNITEES") FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, COSTS, LOSSES, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) ASSERTED BY ANY PRIVATE PERSONS OR GOVERNMENT AUTHORITIES, AND/OR PENALTIES OR FINES IMPOSED BY GOVERNMENT AUTHORITIES, BOTH STATE AND FEDERAL, IN ANY LEGAL OR REGULATORY ACTION OR PROCEEDING BROUGHT BY ANY SUCH PRIVATE PERSONS OR GOVERNMENT AUTHORITY AGAINST ANY ONE OR ALL OF THE PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITIES FOR ANY AND ALL ENVIRONMENTAL DAMAGE OR ENVIRONMENTAL CLAIM OF ANY KIND ARISING IN ANY WAY FROM THE OPERATIONS OF THE AGENCY ALLEGED TO HAVE CAUSED DAMAGE TO THE AGENCY PROPERTY, SURROUNDING PROPERTY OWNED BY UNAFFILIATED THIRD PARTIES, GROUND WATER, SOIL, AIR, OR ANY OTHER ENVIRONMENTAL INJURY OF ANY KIND, ALONG WITH INJURY TO OR THE DEATH OF ANY PERSON (COLLECTIVELY AND INDIVIDUALLY "DAMAGES"), WHETHER OR NOT SUCH DAMAGES ARE DIRECTLY CAUSED BY THE NEGLIGENCE, MISCONDUCT, OR STRICT LIABILITY OF THE AGENCY OR THE PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY OR PARTICIPATING PUBLIC ENTITIES AGAINST WHICH ANY SUCH CLAIMS ARE MADE OR THE OPERATIONS OF THE AGENCY AND ANY SUBSEQUENT REMEDIATION OR COMPLIANCE EFFORTS. THIS FULL AND UNQUALIFIED 23 162 Attachment 3 INDEMNITY SHALL EXTEND TO INCLUDE AS INDEMNITEES, EACH PAST, PRESENT AND FUTURE PARTICIPATING PUBLIC ENTITY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE COUNCIL MEMBERS, APPOINTEES TO THE TMPA BOARD, UTILITY DIRECTORS, UTILITY COMPANIES OR ENTITIES, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 6.3.2. INSURANCE. The Agency's indemnity obligations under this Section shall not be limited by any coverage exclusions or other provisions in any policy of required insurance or other insurance maintained by the Agency which is intended to respond to such events. Notwithstanding the foregoing,the Participating Public Entities' right to indemnification pursuant to this Section shall be reduced by all insurance,settlement proceeds or third-party indemnification proceeds actually received by the Participating Public Entity. This Section may be relied upon by the current or former Participating Public Entities and may be enforced directly by any of them against the Agency in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and the Agency. SECTION 6.4. INSURANCE RELATED TO THE AGENCY'S INDEMNIFICATION OF PARTICIPATING PUBLIC ENTITIES. The indemnity obligation assumed by the Agency pursuant to Section 6.3 shall be funded and satisfied from funds held in the Indemnity Reserve Account or, upon the Approval of all Participating Public Entities, by an insurance policy providing full coverage for all such governmental, regulatory and private claims identifying each past, present and future Participating Public Entity as an Additional Insured with all rights and benefits due under such insurance policy. If the indemnity obligation assumed by the Agency is funded by insurance,the Agency may have a retention of liability under the policy which shall not exceed $1,000,000 provided that the balance in the Indemnity Reserve Account exceeds the amount of the retention. Any such insurance policy shall have aggregate and per claim/occurrence policy limits of no less than $5,000,000. The insurance coverage permitted by this Section may be implemented at such time as directed by the Participating Public Entities and shall remain in effect for a period not less than five years after the agency completes all environmental remediation associated with Generation Assets. Upon cessation of Generation,the annual premium associated with the insurance requirements permitted herein and any associated self-insurance retention may be funded through the Indemnity Reserve Account as provided in Section 6.6. In the event the Indemnity Reserve Account has a shortfall in funds necessary to cover the self-insured retention, then the shortfall shall be apportioned among the current and former Participating Public Entities in the proportion that each Participating Public Entity holds an interest in Generation Assets. SECTION 6.5. INDEMNITY RESERVE ACCOUNT. As funds become available from the disposition of Agency assets as provided in Articles III, IV, and V, and in furtherance of the indemnity and insurance required by Section 6.3 of this Agreement, the Agency shall place such funds in an"Indemnity Reserve Account"established pursuant to an Indemnity Escrow Agreement attached hereto as Schedule H. As provided in this Agreement, funds shall be applied to this account to establish an account balance of Five Million ($5,000,000.00) Dollars or such other amount as may be agreed upon by the unanimous Approval of all Participating Public Entities. The parties to this Agreement agree and acknowledge that funds held in the Indemnity Reserve Account shall be disbursed according to the terms of Schedule.H,and that any amounts remaining in the escrow account after these designated purposes are satisfied shall be disbursed to the Participating Public Entities according to the applicable formula in Section 2.4 of this Agreement 24 163 Attachment 3 upon the written notice of the Participating Public Entities as provided Section 3.2 of the Indemnity Escrow Agreement. SECTION 6.6. PURPOSES OF THE INDEMNITY RESERVE ACCOUNT. Funds in the.Indemnity Reserve Account shall be used solely to fund the Agency's indemnification obligations under Section 6.3,including the costs of insurance as described in Section 6.4 and any claims, demands, suits, losses, liabilities, damages, obligations, payments, costs or expenses (including, without limitation, the cost and expense of any action, suit, proceeding, assessment, judgment,settlement or compromise relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith) relating to, resulting from or arising out the indemnification obligations under Section 6.3 of this Agreement. The account may be used to pay the premiums for insurance requirements specified in Section 6.3,and for the self-insured retention associated with such insurance. SECTION 6.7. QUALIFICATIONS FOR ESCROW AGENT AND RELATED TERMS. The Indemnity Reserve Account Escrow Agent shall meet the terms of qualification substantially in the form set forth in Schedule H to the Agreement. ARTICLE VII.OTHER MATTERS. SECTION 7.1. JOINDER REQUIRED FOR ANY NEW PARTICIPATING PUBLIC ENTITY. The Parties agree that the concurrent ordinances adding a new entity as a Participating Public Entity in the Agency shall require that such Participating Public Entity join into and be bound by the terms of this Agreement. Such joinder shall be evidenced by concurrent ordinance of the governing body of the Participating Public Entity adopting the terms of and agreeing to be bound by this Agreement, together with such other action as may be required by law to ensure enforceability. SECTION 7.2. MODIFICATION. This Agreement may be modified only upon the mutual consent of all Parties, in writing. SECTION 7.3. TERMINATION. This Agreement shall be terminated: (i)upon the mutual consent of all Parties, in writing; or (ii)upon dissolution of the Agency and the winding up of its affairs. Notwithstanding any other provision of this Agreement,this Section and the following Sections hereof will survive the expiration or any earlier termination of this Agreement. SECTION 7.4. SURVIVAL. Sections 3.2.3, 4.5, 4.6, 5.4, 5.5 and 6.2 through 6.7 shall survive termination of this Agreement. 25 164 Attachment 3 ARTICLE VIII. MISCELLANEOUS PROVISIONS. SECTION 8.1. AGENCY'S CONTRACTUAL AUTHORITY. The Agency may contract with one or more Participating Public Entities to carry out one or more of the responsibilities of the Agency under this Agreement. SECTION 8.2. COVENANTS OF THE AGENCY. 8.2.1. BEST EFFORTS REQUIRED. The Agency shall use its best efforts to provide the services and undertake the actions required by this Agreement. The Agency covenants and agrees that it will operate,maintain and manage the Agency or cause the same to be operated, maintained and managed in an efficient and economical manner, consistent with prudent business practices. 8.2.2. ENFORCEMENT. The Agency shall diligently enforce and take all reasonable steps, actions and proceedings necessary for the enforcement of all terms, covenants and provisions of this Agreement. SECTION 8.3. COMPLIANCE WITH APPLICABLE LAW. The Agency shall exercise its rights and powers hereunder in a manner that is consistent with applicable law, including provisions of federal tax law relating to its Debt. SECTION 8.4. REMEDIES IN THE EVENT OF DEFAULT. (1) If any Participating Public Entity fails or defaults in meeting the terms, conditions and covenants of this Agreement and such default continues for a period of fifteen 0 5) days,the Agency shall give notice (in the manner contemplated by Section 8.12 of this Agreement) to the Participating Public Entity. The defaulting Participating Public Entity shall, from the date of the mailing of such notice,have a period of thirty(30) days to cure the default. (2) If any Participating Public Entity fails to make any payment (hereinafter called a default in payment) to the Agency that is required to be made under the provisions of this Agreement, and such default in payment continues for a period of fifteen(15) days, the Agency shall give notice to the Participating Public Entity. The defaulting Participating Public Entity shall, from the date of the mailing of such notice,have a period of thirty(30)days to pay the full amount then due to the Agency,together with interest thereon, as hereinafter provided. (3) If the Participating Public Entity does not cure its default within such period of thirty(30)days,then,so long as such Participating Public Entity remains in default,and in addition to any other rights which the Agency has under this Agreement and at law and in equity, the Agency may charge to and collect from such Participating Public Entity each calendar month interest on the amountthen due, until paid in full. Termination of service hereunder shall not reduce or change the obligation of the defaulting Participating Public Entity under the other provisions of this Agreement. (4) If the Agency fails or defaults in meeting the terms, conditions and covenants of this Agreement, and such default continues for a period of 15 days after a Participating Public Entity 26 165 Attachment 3 has given the Agency notice of such default in the manner contemplated in this section, then the Parties shall proceed in accordance with Section 8.10. SECTION 8.5. INTEREST. In the event that a Participating Public Entity fails to make any payment at the time herein specified, interest on such delinquent amount shall accrue at the rate of ten percent (10%) per annum, or if less, the maximum amount allowed by law, from the date such payment becomes due until paid in full, and the Agency may institute a proceeding for a mandatory injunction requiring the payment of the amount due and interest thereon, such action to be instituted in a court of competent jurisdiction. SECTION 8.6. DUE DATES. Payments required to be made by a Participating Public Entity under the terms of this Agreement shall be due and payable within thirty(30)days following the date the Agency renders the bill, and the Participating Public Entity shall have no right of setoff,recoupment or counterclaim against any payment required to be made hereunder. Should a dispute arise as between any parry to this Agreement, each Party shall nevertheless be obligated pay such amounts as may not be in dispute pending the resolution of such dispute,provided a Party may elect to pay any disputed amount. If the Party elects not to pay the amount in dispute and the dispute is resolved against such Parry,the amount ultimately found to be due plus interest at 10% per annum, or, if less, the maximum amount allowed by law (calculated from the date the same was originally due) shall be paid by the Party within 15 days of the resolution of the controversy. Attorneys' fees shall be assessed as court costs. SECTION 8.7. ASSIGNMENT RIGHTS OF A PARTY. Neither the Agency nor a Participating Public Entity may assign any of its rights under this Agreement to another entity unless such assignment is approved by all Parties to this Agreement. Such approval shall not be unreasonably withheld. SECTION 8.8. FORCE MAJEURE. If for any reason of"force majeure"any of the Parties hereto shall be rendered unable,wholly or in part,to carry out its obligations under this Agreement, other than the obligation of a Participating Public Entity to make the payments required under the terms of this Agreement,then if such Party shall give notice and the full particulars of such reasons in writing to the other Party within a reasonable time after the occurrence of the event or cause relied on; the obligation of the Party giving such notice, so far as it is affected by such "force majeure,"shall be suspended during the continuance of the inability then claimed,but for no longer period, and such Party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term"force majeure"as employed herein shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders or actions of any kind of the Government of the United States or of the State of Texas or any civil or military authority, insurrections,riots,epidemics,landslides, lightning,earthquakes, fires,hurricanes,storms,floods, washouts, droughts,restraints of government and people, civil disturbances, explosions,breakage or accident to dams, machinery, pipelines, or canals or other structures or machinery, on account of any other cause not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the Party having the difficulty, and that the above requirement that any "force majeure" shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demand of the opposing parties when such settlement is unfavorable to it in the judgment of the Party having the difficulty. 27 166 Attachment 3 SECTION 8.9. GOVERNMENTAL RULES, REGULATIONS AND LAWS. The Agreement shall be subject to all valid rules, regulations and laws applicable thereto, as promulgated by the United States of America,the State of Texas, or any other governmental body or agency having lawful jurisdiction or any authorized representative or agency of any of them. SECTION 8.10. GOVERNING LAW AND DISPUTE RESOLUTION. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. With the exception solely for a claim seeking equitable relief, any dispute, need of interpretation, claim, counterclaim, demand, cause of action, or other controversy arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof,the alleged breach thereof,or in any way relating to the subject matter of this Agreement, involving the Parties and/or their respective representatives (for purposes of this Section 8.10 only, collectively, the "Claims"), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law, under state or federal law, whether provided by statute or the common law, for damage , shall be resolved by binding arbitration before a panel of three arbitrators in accordance with this Section 8.10. Arbitration shall be conducted in accordance with the rules of arbitration of the Texas General Arbitration Act, Tex. Civ. Prac. & Rem. Code Sec. 171.001 et seq. and, to the extent an issue is not addressed by the Texas arbitration law,by the Comprehensive Arbitration Rules&Procedures promulgated by Judicial Arbitration and Mediation Services("JAMS")as the same may be in effect from time to time to the extent not in conflict with this Section 8.10 and shall be subject to the Texas General Arbitration Act. The Parties shall request a list of twelve neutrals from JAMS and each party shall be entitled to exercise one strike from the list and report such strike to JAMS. If a party fails to timely exercise its strike, the parry shall forfeit its strike. Upon receiving the list of neutrals from JAMS after the exercise of strikes, each Parry shall designate its preferred candidates for serving as neutrals in order of priority, and the three neutrals receiving the highest aggregate priority score shall be designated as the appointed neutrals for the dispute. The Chair shall be the neutral receiving the highest aggregate priority score. In the event of a tie, the neutral who has served the longest tenure as a state or federal judge (or if no such person is available the person who has served as Chair of the most arbitrations where an award was rendered following hearing on the merits) shall be selected as a member of the panel or Chair as the case may be. In exercising its strikes or prioritization, a parry shall have twenty-four hours (exclusive of hours falling on Saturday, Sunday or federal holidays) to exercise its strikes or provide its priority scoring to JAMS.If a Party fails to designate its prioritization of neutrals within the time specified, the appointment shall be based upon the highest aggregate priority score from those designations that are provided in a timely fashion. Each Party shall pay its pro rata share of the expenses incurred by the appointed arbitrators. In the event that JAMS is unable to provide a list of twelve neutrals,the parties shall request a list of twelve neutrals from the American Arbitration Association and shall use the procedures provided in the prior paragraph except that the to the extent an issue is not addressed by the Texas arbitration law, by the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association as the same may be in effect from time to time to the extent not in conflict with this Section 8.10 and shall be subject to the Texas General Arbitration Act. The validity, construction, and interpretation of the arbitration provisions of this Agreement and all procedural aspects of the arbitration conducted pursuant hereto, shall be decided by the 28 167 Attachment 3 arbitrator. In deciding the substance of the Parties' Claims and defenses,the arbitrator shall refer to the governing law. Only damages allowed pursuant to this Agreement may be awarded and, without limitation of the foregoing, the arbitrator shall have no authority to award damages contravening in any way the limitation of liability agreed to by the Parties pursuant to this Agreement. The arbitration shall take place in Waco, Texas. It is understood and agreed that judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. It is agreed that the arbitrator shall not have the authority to make rulings of law other than rulings as to the interpretation of this Agreement. SECTION 8.11. WAIVER OF JURY TRIAL. Each Party expressly waives,to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Agreement or any dispute between the Parties arising in connection with any aspect of this Agreement, and acknowledges that this waiver is a material inducement to the other Parties' entering into this.Agreement. However, if the Parties in dispute unanimously agree to submission of their dispute to a court of law as an alternative to arbitration, it is agreed that such Parties may have a non jury bench trial in respect of any proceedings relating to this Agreement or any such dispute. SECTION 8.12. NOTICES. Any notice, request, demand, statement or bill provided for in this Agreement shall be in writing and shall be considered to have been duly delivered when sent by registered or certified mail, or by nationally recognized courier service, addressed as follows, unless another address has been designated, in writing, by the Party entitled to receive same: Texas Municipal Power Agency 12824 FM 244 Anderson,Texas 77830 936-873-1123 Attention: General Manager City of Bryan 300 S. Texas Avenue Bryan, Texas 77803-3937 979-209-5100 Attention: City Manager With copy to: General Manager Bryan Texas Utilities 205 E. 28th Street Bryan, TX 77803 29 168 Attachment 3 City of Denton 215 E. McKinney St. Denton,Texas 76201-4229 940-349-8307 Attention: City Manager With copy to: General Manager Denton Municipal Electric 1659 Spencer Road Denton, Texas 76205 City of Garland 200 N 5t' Street Garland,Texas 75040 972-205-2000 Attention: City Manager With copy to: General Manager and CEO Garland Power&Light 217 N. 5th Street Garland, Texas 75040 Deputy General Manager and COO Garland Power&Light 217 N. 5th Street Garland, Texas 75040 City of Greenville 2821 Washington St. Greenville,Texas 75401 903-457-3116 Attention: City Manager With Copy to: General Manager GEUS 6000 Joe Ramsey Blvd. Greenville,Texas 75402 SECTION 8.13. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy to an email, and 30 169 Attachment 3 any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. SECTION 8.14. GENERAL. 8.14.1. GOVERNING LAW. (i) This Agreement and all rights and obligations of the Parties hereunder are subject to all applicable State and Federal laws and all applicable duly promulgated orders and regulations and duly authorized actions taken by the executive, legislative or judicial branches of government, or any of their respective agencies, city councils, public utility boards, departments, authorities or other instrumentalities having jurisdiction. (ii) This Agreement was executed in the State of Texas and must in all respects be governed by, interpreted, construed, and shall be exclusively enforced in accordance with the laws of the State of Texas. It is agreed that the provisions and obligations of this Agreement are performable in Waco,McLennan County,Texas. Venue shall lie for any lawsuit dealing with this Agreement in the appropriate state district courts in and for McLennan County, Texas. (iii) Should a Party or Parties to this Agreement commence an arbitration or,by unanimous agreement between the disputing Parties,the allowed limited legal proceedings against another Party or Parties to enforce the terms and provisions of this Agreement,the Party or Parties who do not prevail in the proceeding(s) shall pay a reasonable amount of attorney's fees and expenses (including, but not limited to expert witness fees and deposition expenses) incurred by the prevailing Party or Parties. 8.14.2. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement is intended to create a partnership,joint venture or other joint legal entity making any Party jointly or severally liable for the acts of the other Party. Each Party shall be solely liable for the payment of all wages,taxes, and other costs related to the employment of persons by that Party to perform under this Agreement, including all federal, state, and local income, social security, payroll and employment taxes and statutorily mandated workers'compensation coverage. None of the persons employed by any Parry shall be considered employees of any other Party for any purpose;nor shall any Party represent to any person that such persons are or shall become employees of any other Party. 8.14.3. ENTIRE AGREEMENT. This Agreement, including all schedules made part hereof,is the Parties' complete and exclusive statement of the terms of the Agreement and the matters contemplated herein. Except as expressly provided in Section 1.4, all prior written and oral understandings,offers or other communications of every kind pertaining to the subject matter of this Agreement are hereby superseded. It is understood and agreed that this Agreement contains the entire Agreement between the Parties and, except as expressly provided in Section. 1.4, supersedes any and all prior agreements, arrangements or understandings between the Parties relating to the subject matter. This Agreement cannot be changed or terminated orally and no written modification of this.Agreement shall be effective unless executed and signed by all Parties. 8.14.4. WAIVER. Delay by any Party in enforcing its rights under this Agreement shall not be deemed a waiver of such rights. The failure of a Party to this Agreement to insist, on 31 170 Attachment 3 any occasion, upon strict performance of any provision of this Agreement will not be considered to waive the obligations, rights, or duties imposed upon the Parties. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. 8.14.5. SEVERABILITY/MATERIAL ADVERSE CHANGE. If the federal government or the State of Texas adopts,enacts,or otherwise imposes a new law,rule or regulation which either makes a Party's performance under this Agreement unlawful or makes this Agreement unenforceable,and such governmental action does not constitute a force majeure event under Section 8.8 of this Agreement, (i) the remainder of the terms, conditions, covenants restrictions and other provisions of this Agreement shall remain in full force and effect unless such an interpretation would materially alter the rights and privileges of any Parry hereto; and (ii) the Parties shall negotiate in good faith to amend the terms of this Agreement and to determine the appropriate changes, if any, so that any Party affected by such change in law or regulation is able to lawfully perform the entirety of its obligations without materially adversely affecting the financial benefit hereunder to any other Party. 8.14.6. HEADINGS AND CAPTIONS. Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Whenever used herein the singular number shall include the plural,the plural shall include the singular, and the use of any gender shall include all genders. 8.14.7. NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein undertaken and assumed are solely for the use and benefit of the Parties,their successors-in-interest and, where permitted,their assigns. 8.14.8. ACKNOWLEDGMENT OF THE PURPOSES OF THE AGREEMENT AND APPLICATION OF TEX. LOCAL GOVT. CODE CHAPTER 271. The Participating Public Entities acknowledge and agree that this Agreement is a contract entered into by them in their proprietary capacities for the provision of public utility services, namely the acquisition of power and energy and associated transmission services by the Participating Public Entities to be supplied to their respective municipal utilities through TMPA, a joint powers agency created by them. Each of the Parties acknowledge and agree that the execution and performance of this Agreement is within its authority and authorized by Chapter 163, Subchapter C-1, of the Public Utilities Code. The Parties further acknowledge and agree that this Agreement is(i)a contract for the sale of goods and services between.TMPA and the Participating Public Entities, within the definition of "contract subject to this subchapter" as defined in Tex. Local Govt. Code § 271.151(2)(A), and (ii) entered into by each of the Parties with the further acknowledgment that all terms hereof are intended be enforceable as between the Parties. 8.14.9.CONSTRUCTION OF AGREEMENT.The Parties acknowledge and agree that this Agreement has been negotiated at arm's length and has been drafted and negotiated by all Parties and their respective legal counsel from the date of the inception of negotiations until the execution of this final Agreement by the Parties' authorized representatives. Accordingly, the Parties agree that none of them may be properly deemed to be the author of this Agreement, and 32 171 Attachment 3 further agree that no Parry shall be presumptively entitled to have any provision of this Agreement construed against the other. The Parties acknowledge and agree that this Agreement shall be interpreted in accordance with Texas law governing the construction of contracts negotiated on an arm's length basis between sophisticated parties, with each represented by legal counsel. This Agreement shall become effective as of September 1, 2016, upon execution by the Agency and each Participating Public Entity, all by the proper officer duly authorized by the Agency and each Participating Public Entity to execute this Agreement for an on behalf of the executing Party. TEXAS MUNICIPAL POWER AGENCY By: Name: lid•� ��CL�i ef-1 Title: Date: �c Attest: Approved as to f :(�5v , Counsel for Texas Municipal wer Agency CITY OF BRYAN,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas 33 172 Attachment 3 further agree that no Party shall be presumptively entitled to have any provision of this Agreement construed against the other. The Parties acknowledge and agree that this Agreement shall be interpreted in accordance with Texas law governing the construction of contracts negotiated on an arm's length basis between sophisticated parties,with each represented by legal counsel. This Agreement shall become effective as of September 1, 2016, upon execution by the Agency and each Participating Public Entity, all by the proper officer duly authorized by the Agency and each Participating Public Entity to execute this Agreement for an on behalf of the executing Party. TEXAS MUNICIPAL POWER AGENCY By: Name: Title: Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency CITYCWAS By: V Name: Title: Ma p) Date: ✓ i� Zo tie Attest: Approved as to form: C 7�- Counsel for the City o Bryan, Texas 33 3-42 173 Attachment 3 CITY OF DENTON, TEXA By: Name: Q./�Ul Title: {55/5/4"'771- (I/vv &q'yer— Date: 2 Attest: Appro d Itom: ► 6—I'S tl(-,� Counsel for the City of Denton, Texas CITY OF GARLAND, TEXAS By: Name: Title: Date: Attest: CITY OF GREENVILLE, TEXAS By: Name: Title: Date: Attest: 34 174 Attachment 3 CITY OF DENTON,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas CITY OFGARLAND,TEXAS By jµ' !- Name:IRIM L. %e0P1: 14> Title: �t 1'� ft1WM40L Date: Jt-ity (2 t"Lo��o Attest: t CITY OF GREENVILLE,TEXAS By: Name: Title: Date: Attest: 34 175 Attachment 3 CITY OF DENTON,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas CITY OF GARLAND,TEXAS By: Name: Title: Date: Attest: CIT OF GRE NVIL ,TEXAS By: Name: n av;d- L. .8 re,'1, a Title: Date: i s lu z j 6 Attest: J � y, 34 176 Attachment 3 GEUS, acting gn behalf of t ity of Greenville pursuant to its Charter By: Name: nC ho'e �Ct CL I Title: Chair of the Board of Trustees of the Electric Utility Board Date: _ I Q ({ J 2 01 (p Attest: — r—-- Pol 35 177 Attachment 3 SCHEDULE A-GENERATION ASSETS SCHEDULE B-MINING ASSETS SCHEDULE C-TRANSMISSION ASSETS SCHEDULE D-ADMINISTRATIVE ASSETS AND ALLOCATIONS SCHEDULE E-PROPORTIONAL SHARES OF EACH PARTICIPATING PUBLIC ENTITY AS OF SEPTEMBER 30,2015 SCHEDULE F-DECOMMISSIONING ESCROW AGREEMENT SCHEDULE G-MINE RECLAMATION PLAN SCHEDULE H-INDEMNITY ESCROW AGREEMENT 36 178 Attachment 3 Texas Municipal PowerAgency-Schedule A Power Production Assets Detoil Schedule as cf 9/30/2025 Asset lD Asset Description Place In Service Date cost Basis LTD Depreciation Amount Net Book Va(ue 3 10 005 0 0 5-1. PLANT&LAKE LAND/LAND RIGHTS 12/1/1993 238,794 0 238,794 310005005-2 PLANT&WE LAND/LAND RIGHTS 12/l/1993 392,948 0. 392,948 310 0 050 05-3 PLANT&LAKE LAND/LAND RIGHTS 12/1/1993 152,158 0 152,158 E10S000-6 Rail Spur Land 9/30/2012 6,681,4D8 0 6,681,408 - 7,465,309 0 7,465,309 31100105-1 BOILER STRUCTURE 10/1/1983 18,989,751 14,SSB,281 4,331,470 31100100E-8 Passenger Elevator Door Assembly Replace 11/30/2022 11,550 11,550 0 311001010-3 TURBINE BUILDING 10/1/1983 217,511 217,511 0 311001010.5 SWITCHYARD CABLE REPLACEMENT 10/31/2007 848,068 848,068 0 311001010.6 FIRE PROTECTION UPGRADES 4/18/2D08 378,997 378,997 0 311001010-7 MAIN CONTROL ROOM REFURBISHMENT 417/20DS 125,920 125,920 0 311001010.8 HVAC Upgrade 10131/2013 99,236 99,236 0 311001015-2 AUXILIARY CONTROL BUILDING 10/1/1983 4,398 4,398 0 311010005.2 FGD BUILDING&STRUCTURES 10/1/1983 7,611 7,611 0 312010010-1 PLANT BUILDING UPGRADE 6/30/2000 140,937 140,937 D 311030D10-3 Coal Conveyor Fire Protection 9/30/2010 95,437 95,437 0 311010010.4 FY09 FACILITY RENEWAL-ROOFING 2/28/2011 113,633 113,633 0 311010010-5 HVAC Upgrade 10/31/2013 231,S52 231,552 0 311010050.3 PLANT PAINTING PROJECT-PHASE 111 6/19/2000 73,655 73,655 0 311010055-1 GAS STORAGE BUILDING 10/1/1983 10,913 10,913 0 311010055-2 OTHER MINOR BLDG&STRUCTURES 30/1/1983 153,697 153,697 0 311010055.4 OTHER MINOR BLDG&STRUCTURES 30/1/1983 3,372 3,372 0 311010055-5 OTHER MINOR BLDG&STRUCTURES 10/1/1983 2,005 2,005 0 311020055.6 OTHER MINOR BLDG&STRUCTURES 10/1/1983 134,076 134,076 0 311010060-1 FY09 FACILITY RENEWAL-HVAC 2/28/2011 24,SS2 24,5S2 0 311020005-5 DREDGE&PIPING 8/31/1995 487 487 0 311020010-2 SLUDGE COLLECTION POND 8/31/1995 22,431 22,431 0 311020010-3 Leachate Control-Site F Landfill 10/31/2004 47,017 47,017 0 311020020-5 PLANT RESEV.SPILLWAY GATE REPAIR 5/31/1998 24,252 24,252 0 311020020-7 LAKE,DAM&WEIR WORK 6/27/2003 139.421 139,421 0 311020025.2 316b Compliance Project 9/30/2011 61,955 61,955 0 311020025-3 Traveling Water Screens Refurbishment 12/31/2012 - 631,948 631,948 0 311020D45.2 SITE A IANDFILLCLOSURE 9/30/1998 39,341 391341 0 311020045.3 SITE"F"LANDFILL CELL 11/30/2004 123,361 123,361 0 3110300GS-1 Stormwater Runoff Control Project 4/19/2004 277,616 277,616 0 311030020.2 Plant Road&Culvert Repair 9/30/2008 148,743 148,743 0 311030025-5 RAILROADS 10/1/1983 98.260 98,260 0 311030026-1 RAIL SPUR-ENGINEERING COSTS S/29/2007 1,916,252 1.916,252 0 31103OD30-1 SEWER OFT STATION UPGRADE 9/1/2008 1.53,71.3 153,713 0 311030030.2 Sewage Treatment Upgrade 3/31/20D9 26,276 26,276 0 31103OD35-10 Facility Renewals-FY 11 8/31/2012 113,797 113,797 0 311030D3S-4 UPDATE EARLY WARNING SYSTEM LOGGER 11/30/2004 14,17.9 14,129 0 311030035-5 NERCSecurity Requirements Project 12/12/2005 97.426 97,426 0 31103003S-6 FACILITY RENEWAL PROJECT-FY06 1/31/2008 175,115 175,115 0 31103003E-7 FACILITY RENEWALS PROJECT-FY07 1/31/2008 90,821 90,821 0 311030035.8 FACILITY RENEWALS PROJECT-FY10 4/30/2010 99,a32 99,832 0 311030035.9 FY 08 FACILITY RENEWAL PROJECT 9/30/2010 S4,403 94,403 0 311030030.3 Sanitary sewer system 4/30/2011. 2,283 S68 1,715 311001005.5 BOILERSTRUCTURE 10/1/19a3 1,857 1,136 721 31101000S-4 Scrubber Refurbishment 9/30/2013 15.235 1,931 13,304 311010050.1 PIPE RACK 10/1/1983 2,507 1,932 575 311010045-1 ALTIMORE WAREHOUSE 10/1/1983 S,431 4,185 1,245 311030022.2 SITE F LANDFILL DEVELOPMENT 9/30/1997 6,859 4,210 2,649 3 11 010 0 4 5-3 ALTIMORE WAREHOUSE 10/1/19a3 8,7S1 4,871 3,880. 311010025.2 PLANT STORAGE WAREHOUSE fl 6&8 10/1/1983 12,478 6,946 5,532 311020020.6 SPILLWAY PLATFORM 10/1/1983 12,698 7,278 5,419 311030035-1 MIX SITE AND IMPROVEMENTS 10/1/1983 12,124 3,183 3,940 3110100SO.2 PLANT PAINTING PROJECT-PHASE III 10/1/1983 15,485 8,619 6,966 311030005-2 Stormwater Runoff Control Project 4/19/2004 22,586 91801 12,785 3110500153 Scrubber Refurbishment 9/30/2013 78,307 91924 68,383 311001010.4 TURBINE BUILDING _ 10/1/19a3 SS,304 30,784 24,520 311010030-1 PLANT STORAGE WAREHOUSE#10&11 10/1/1983 42,501 32,755 9,74S 311020035-2 RECIRCULATION CANAL 10/1/1983 48,839 32,967 1S,873 312020020.4 PLANT RESEV.SPILLWAY GATE REPAIR 5/31/1998 69,107 40.507 28,600 31101005S-3 PLANT PAINTING PROJECT-PHASE II 6/30/1999 7S,816 42SS3 33,263 31301005E-4 PLANT PAINTING PROJECT-PHASE 111 6/19/2000 79,536 42,738 36,798 311001005.4 801LER STRUCTURE 10/1/1983 83,229 51,636 31,591 311020020-3 EARTHEN DAM&SPILLWAY. 10/1/1983 77,393 52,241 25,253 311030040-1 COAL YARD LIGHTING 10/1/1983 99,841 S7,228 42,613 31102000S-2 ASH DETENTION PONDS 10/1/19a3 102,228 68,472 33,7SS 311001005-7 Boiler structure(elevators) 4/30/2011 276,10S 68,723 207,302 311030022.1 SITE F LANDFILL DEVELOPMENT 9/30/1997 117,939 69,979 47,961 31102000S-3 ASH DETENTION PONDS 10/1/1983 107,797 70,588 37,209 311020005-4 ASH DETENTION PONDS 10/1/1983 126.342 81,683 44,659 311030015-1 PAVED SURFACES OTHER THAN ROADS 10/1/1983 136,014 91,610 44,204 311020020-2 EARTHEN DAM&SPILLWAY 10/1/1983 137,469 92,967 44,502 312001010-2 TURBINE BUILDING 10/1/1983 147,802 97,798 S0,004 311030025.4 RAIL TRACK&R.O.W.IMPROVEMENTS 10/1/19a3 213,678 122,478 91,201 311010010.2 PLANT BUILDING UPGRADE 6/30/'2000 229,701 123,427 106,274 _ 179 Attachment 3 Terms Municipal Power Agency Power Production Assets Derail SFhedule as of 913012025 Asset ID Asset Description Place in Service Date Cast Basis LTD Depreciation Amount Net B00kValue 311030025-3 RAILROADS 10/1/1933 251,239 1S3,719 97,520 3110300Z5-2 RAILROADS 10/1/1983 245,925 165,994 79,922 - 311001005.6 BOILER STRUCTURE 10/1/1983 364.205 202,728 161,478 311020025.2 PLANTCOLLECTION POND 10/1/1983 934,069 215,983 118,086 311010045.2 ALTIMOREWAREHOU5E 10/1/1983 415,386 274,854 140,531 31105D005-1 SUMP 22 AND DISCHARGE LINE 10/1/1983 380,831 293,506 $7,326 31105001S.2 Other sumps and discharge lines 4/30/2011 1,382,796 344,179 1,038,607 311020045-1 SITE A LANDFILL CLOSURE 9/30/1958 620,978 356,894 264,084 311010025-1 PLANT STORAGE WAREHOUSE 46&7 10/1/1983 468,033 360,712 107,321 31300300E-2 BOILER STRUCTURE 30/1AM 559,250 370,047 289,203 311050010-1 SUMP 2S AND DISCHARGE LINE 10/1/1983 526,632 40S,873 120,758 3110S0005-2 SUMP 22 AND DISCHARGE LINE 10/1/1983 776,196 497,032 279,164 3110010OS3 BOILER STRUCTURE 10/1/1983 809,677 502,3S3 307,324 _ 311020010.1 SLUDGE COLLECTION POND 10/1/1983 L070,133 324,743 245,384 311030035.3 SITE F LANDFILL 10/1/1983 1,397.008 829,028 567,979 - 31101OD35.1 BREAKER BUILDING 10/34983 1,156,084 890,991 26S,093 311030035-2 MISC SITE AND IMPROVEMENTS - 10/l/1983 1,589,132 1,MD,605 543,527 311050025.1 OTHER SUMPS&DISCHARGE LINES. 10/1/"83 1,624SS7 1,252,065 372,S22 311020015.1 PLANT COLLECTION POND 10/1/1983 1.691,276 1,303,462 387,814 311010005.1 FGD BUILDING&STRUCTURES 10/1/1983 1.917581 1,477,974 439.706 - 313020040-1 PLANT DISCHARGE STRUCTURE 30/1/1983 1,992,086 1,535,295 456,791 31102003E-1 RECIRCULATION CANAL 10/1/1983 Z,231,446 1,719,769 511.676 311030020-1 ROADS 10/2/1983 31181S00 Z083,329 1,098,171 - 313010D05-3 FGO building&structure(dewatedng) 4/30/2021 8,770,072 - 2,182,891 6587,180 31300101E-1 AUXILIARY CONTROL BUILDING 30/1/1983 3,213,605 2,476,716 736,883 311020 03 0-1 RIVER INTAKE STRUCTURE&LINE 10/1/1983 3,37Z,S78 2,599,237 773,341 31102000E-1 ASH DETENTION PONDS 10/l/1983 4,416,640 3,403,892 1,012,747 31103002E-1 RAILROADS 30/1/1983 4,482,30S 3,452,196 1,030,119 311020025-1 PLANT INTAKE STRUCTURE 10/3/1983 6,184,412 4,765,310 1,418,102 311001010.1 TURSINESUILDING: 10/2/1983 14,729.843 11,35Z.250 3,377,592 311020020.1 EARTHEN DAM&SPILLWAY 10/1/1983 22,635,053 17,444,77S 5,190,278 121,177,245 87,7SZ,218 33AZS,027 31200300E-1 WATERWALLS 10/1/1983 7.738,604 5,964,122 1,774,432 31200100E-3 WATERWALIS - 10/2/1983 664,SSS 664,56S 0 31200100E-4 PULVERIZER DISCHARGE VALVE&ASSEMS 10/1/1983 523 523 0 31200100E-S BOILER WATERWALLTUSE REPLACEMENT 6/30/2000 425,84S 425,845 0 3120010056 PULVERIZER JOURNAL HEAD REPLACEMENT 11/27/2006 525,620 525,620 0 312001005-7 BOILER WATERWAIL&INSULATION REPL 9/30/2008 258,536 958,536 0 3220010OS-7 BOILER WATERWALL.TUBE&INSULATION REPL 5/31/2011 704,305 704,305 0 312001005-7 Boiler Waterwail&Insulation Replacemen 9/30/2011 1,564509 1,564,509 0 312001005-8 Air Heater gasket Replacement 7/31/2011 2.109,015 2,109,015 0 312001005-9 Bolter Comp--t Replacement 8/31/2033, 223,707 223,707 0 312001010.2 MAIN BOILER DRUM 10/1/1993 429,630 429,630 0 _ 31ZO01010-3 Drum level indication&controls repi 2/28/2014 99,331 99AI 0 3 12 00102 0-2 REPL BORER ECONOMIZER SECTION B/24/2004 2,885,613 2,88S,613 0 3120010256 BOILER ATTACHMENTS 10/1/1983 345,050 345,050 0 312001025-7 Boiler Component Replacement 8/31/2013 418,548 418,548 0 312001030-2 BOILER PENTHOUSE REFRACTORY 6/30/20DO 227,509 - 227,S08 0 312001030.4 Boiler Component Replacement 8/32/2013 14,433 14,433 0 312001040-4 SOOT BLOWER EQUIPMENT 10/1/1983 - 460 460 0 312001040-S Intelligent Soot Slowing System S/30/2006 159,169 - 159,169 0 3120010406 Boiler Component Replacement 8/31/2013 64,947 64,947 p 31200IM-2 BOILER WATER CIR PUMP/MOTORSTACK/REWIN S/31/2010 617,057 617,057 0 312001045.4 CWS Piping Refurbishment 6/30/2013 131,564 131,564 0 3120011155-10 Pulverizer Feeder Control Replacement 8/31/2012 378,832 378,832 0 312001055-3 PULVERIZER 10/2/1983 220,206 - 220,206 0 312001OSS-5 PULVERIZER 10/2/1983 52,792 SZ792 0 312001CS56 PULVERIZER 10/Z/1983 219,258 219,1S8 0 312001OSS-9 pulverizer Spring Conversion 10/32/2004 444,183 444,133 0 312001060-7 Boiler Oxygen MnnitorReplac,went 6/30/2008 89,978 89,978 0 312001065-2 FUEL PIPE ELBOW REPLACEMENT 10/2/1983 571.646 371,646 0 312001065-3 COALPIPING - 10/2/1983 61,5S0 61,SS0 0. 312001999.1 BOILER OPTIMIZATION FOR PRB CONVERS - 5/31/2000 256,416 256,416 0 312CM99-2 Online Performance&Advanced Control 9/30/2008 256,658 256,658 0 312001%9.2 ONLINE PERFORMANCE&ADVANCED CONTROL SY 9/30/2009 286,072 286,072 0 312001999.2 Online Performance&Advanced Control Sy 9/30/2010 279,393 279,393 0 312005005-2 AIR HEATER BASKET REPLACEMENT 10/1/1983 265,30E 26S,308 0 31200SOD5-4 AIR HEATER BASKET REPLACEMENT 6/30/2000 843,212 843,212 0 31200SOOS-5 REPLACE&WASH AIR HEATER BASKETS 6/30/2000 547565 • 547,565 0 312010005.2 Precipitator Refurbishment 10/32/2004 576,898 576,898 0 312010005.3 Precipitator Refurbishment Project 9/25/2006 170,7S5 170,755 0 312010005.4 Precipitator Structure and Elect Refurb 2(7/2013 413,104 413,104 0 312010010-4 PLANT PAINTING PROJECT-PHASE 111 611912000. 196,412 196,412 0 3120 10 0 206 Boiler Feed Pump Turbine Bucket Repl 9/30/2010 M,440 850,440 0 312015005-3 Scrubber Engineering Study 9/20/2005 8S,000 85,000 0 312020005-3 Stack Elevator Replacement V3112014 21SIS38 ' 275,838 0 31202000E-4 Stack Lighting Replacement Z/28/2014 150,229 1 150,229 0 31202001E.2 DUCT REPLACEMENT/PRIMARY AIR FORCE 10/l/1983 68,377 68,377 0 . 3 12 0 20 020-2 AIR FAN MOTOR 10/1/1983 136,897 ]36,897 0 i 180 Attachment 3 TeM Munidpal PO Wer AgentV Power Production Assets DetailSdiedule as ef9/30/2015 Asset ID Asset Oescriocin Place in Semite Date Cost Basis LTD Depredation Amount Net Book Value 3220200203 DUCT REPWCMENT/PRIMARY AIR FORCE 10/1/1983 339,138 339,238 0 322020025.2 INSULATED DUCTWORK 10/1/1983 2,573,094 2,573,084 0 322020025 3 INSULATED DUCTWORK 10/1/290 468,666 468,666 0 . 312020025.4 SCRUBBER RENEWAL DUCT STACKUP 101112983 865,638 865,638 0 312020025{ SCRU38ER RENEWAL PROJECT 20/1/1933 7,882 7,892 0 312020025-8 GAS DUCT TO AIR HEATER REFURBISHMENT 4/9/2008 LOB0319 2,030,319 - 0 31202002E-8 BOILER BACKPASS DUCT REFURBISHMENT 9/30/2009 165,265 165,265 0 312020025-8 Boiler Sadpass Duet Refurbishment 8/3V2010 1,880 L820 0 312020025.9 Hot&Cold Air Duct Refurbishment 3/7/2009 762,630 761,630 0 3 2 2025 001-3 COAL RAILCAR DUMPER&EQUIPMENT 9/30/1996 250 250 0 312025010-2 BELT SCALES FOR CONVEYORS 9 L24 9/30/2008 212,998 212,998 0 312MS0123 PLANT PAINTING PROTECT-PHASE 81 10/1/1983 24,552 24,552 0 3120Z50144 PLANT PAINTING PROJECT-PHASE 111 10/1/1983 49,103 49,103 0 B12OB034-2 LIGNITE CDNVEYOR49A 10/1/190 631881 63,881 0 - 3120Z5034.3 LIGNITE CONVEYOR 09A 101VI993 698 698 0 31202503" LIGNITE CONVEYOR 99A 10/1/1%3 80,891 80,891 - 0 312025034-5 PLANT PAINTING➢ROLE[&-PHASE ill 10/1/2983 14,731 14,731 0 312025036.2 LIGNITE CONVEYOR110 A3 10/1/1983 10 10 0 322025038.2 LIGNITE CONVEYOR all A3 10/1/1983 17,309 1709 0 _ 312030010.2 PLANT PAINTING PROJECT-PHASE Ill 10/1/1993 132,578 23ZS78 0 312035005.2 SLUDGE FILTRATION SYSTEM 10/1/1993 132,300 232,300 0 312035010-3 FLY ASH TRANFER EQUIPMENT 10/1/1983 296,519 296,519 0 312040010.4 W FLY ASH BLOWER CONTROLS BETTERMENT 12/31/2003 22908 22,908 0 312040010-5 REPL TWO FLYASH BLOWER CONTROL PANELS 8/24/20% 47,016 47,01E 0 312040010-6 REPL"B"FLY ASH SLOWER MOTOR 8/24/2004 74,092 74,992 0 312040015-2 HYDROSIN REFURBISHMENT 0/30/2000 229,323 229,323 0 312040030.2 PYRITES SYSTEM 10/1/1983 39,566 39,566 0 312040045-2 REPL OF AWS&SWS➢IPING 6/30/2000 104,224 104,224 0 312040045.3 ASH WATER SUPPLY PUMP COMPUX 10/1/1983 94,S15 94,515 0 31204005D-2 OTHER ASH WATER PIPING 10/1/1983 68,404 68,404 0 312114DO5D-3 REPL AWS&SW5 PIPING 12/31/2003 6169D 61690 0 3120450054 BOILER HIGH ENERGY HANGER/PIPING iNSPEC 9/30/2007 850,771 $50,771 0 - 31204501D-2 REHEAT PIPING 10/1/1983 247,605 247,605 0 3120450153 Phase 1 Plant Underground Piping Replace 7/31/2021 918,115 918,115 0 312050005-3 BOILER AREA DRIP,DRAIN&VENTS 10/1/1983 51,122 51,122 0 32205SOOS4 Burner Management Upgrade 6/30/2020 1,41L460 1Al2,460 0 M06DOOS-2 ULTRA FILTRATION WAT'ERTREATMENT 5/29/2007 272492 272,492 0 312060010.3 DEMWERAUZER WATER SYSTEM 10/l/1983 49,796 49,796 0 312060010-4 DEMINERAUZER WATER SYSTEM 10/1/1983 197,6W 297,608 0 - - 312065005.2. FEEDWATER HEATERS ID1111983 41A78 42,475 0 312055OD53 FEEDWATER HEATERS 10/1/1963 597.951 597,951 0 312065010.2 DEAERATOR UPGRADE 10/1/1983 214,314 214,814 0 3120MIS-3 A&S BFPT/BFP Hesit Exchangers 9/30/2011 206,933 206,933 0 3120650154 $oiler Feed Pump Restoration IV31/2012 790A33 790,433 0 32208MOS-1 FUEL GAS SUPPLY FIRING ADDITION 3/31/1996 3,256,149 3,2S6,149 0 31,2080005-2 FUEL GAS SUPPLY FIRING AD DRAN 3131/19% 966 - 966 _ 0 312002025-3 BOILER ATTACHMENTS 1011/19S3 25 16 8 312015080.2 Scrubber Refurbishment W30/2013 Z465 342 2,123 31202OM-5 SCRUBBER RENEWAL PROJECT 10/1/1983. 713 439 279 312025015-5 Scrubber Refurbishment 9/30/2013 4,844 624 - 4,230 312015010-4 Scrubber Refurbishment 9/30/2013 8,270 L0a8 7,222 312015L106-2 SECONDARY CRUSHER BLDG&EQUIP 10/1/1983 1395 1,395 0 322002075Z POWER SUPPLY STUDY, 10/2/1983 Z745 L612 L134 312002055.8 PULVERIZER 10/2/1983 3,529 Lila LS81 3220150403 Scrubber Refurbishment 9/30/2013 26,397 2,078 24,319 312045005-3 CRITICAL STEAM PIPING EVALUATION 30/2/19&3 4,397 2,690 1,707 312070005-2 FUEL OIL STORAGE TANK 2011/29M 7,008 4,343 2,660 31202501&2 LIGNITE DUST CONTROL SYSTEM 30/2/19S3 4,774 4,774 0 31202045 Circulating Water Pump Motor Replacement 5/6/2035 202,409 4,892 297,518 31201508E-1 Scurbber Purge Chemical 5yste+n 4/30/2012 32,071 7,983 24,088 312001040.2 SUPERHEATER ADDITION 10/1/1983 14,2D0 8,367 5,733 312025034.E PLANT PAINTING PROJECY-PHASE UI 7/31/2000 15907 9,489 6,429 31 2 0 2 5 014-3 JUNCTION TRIPPER 1&2 30/1/1983 20,776 11,524 9,252 312020010.2 INDUCED DRAFT FAN 3/31/2996 22,523 11,69E 10,825 312020005-5 Scrubber Refurbishment 9/30/2013 103.259 12,833 $8,426 3 2 20 25 012-5 PLANT PAINTING PROJECT.PHASE Ill 7/32/2000 26,522 15,824 10,698 312045015.2 AUXILIARY STEAM PIPING 30/1/1983 26,770 27,307 9,463 - 3120550053 BOILER SACKPASS INSTRUMENTATION 10/1/2983 30,474. 17A67 23,007 312035010.2 FLY ASH TRANFER EQUIPMENT 10/1119 8 3. 42,835 28,692 24,244 312025014.6 PLANT PAINTING PROJECT-PHASE III 7/31/2000 53,024 - 32,628 21,396 322020020-3 PRECIPITATOR 20/1/2983 60,746 33,813 26,933 312050005.2 BOILER AREA DRIP,DRAIN&VENTS 10/1/1983 55,840 34,645 21,19S - 312040030-3 PYRITES SYSTEM MODIFICATIONS 10/1/1983 72,744 41,696 31,D48 312025014-2 REWORKTRIPPERDRAINS 9/28/1998 78,910 45,352 33,558 312MO30-3 SPRAY PUMPS&DRIVES 30/1/1983 52,122 45,495 6,627 312015005-5 Scrubber Refurbishment 9/30/2013 395,490 50,119 345,361 31203SOIS-2 LIGNITE DUST CONTROL SYSTEM 10/1/1993 76,S80 50,583 Z5,997 312025042-2 BOILER BIN SILOS 10/l/1983 58,214 58,214 0 312002055-4 PULVERIZER STEAM INERTING SYSTEM 10/1/1983 129,934 68,745 511189 322001075-2 BOILER PLANT MISC ITEMS 10/1/1983 111,619 73727 37,892 322040010-3 PRE[HOPPER HEATER MODIFICATIONS 10/1/1983 137AS1 79,014 58,836 181 Attachment 3 Texas Municipal Power Agency Power Production Assets Detail Schedule as of 9/30/2015 Asset ID Asset Description Place in Service Date Cost Basis LTD Depreciation Amount Net60Dk Value 312020035-1 STEAM HEATING COILAIR PREHEATER 10/1/1983 79,486 79,486 0 3120150054 SCRUBBER OVII/STRUC URAL 10/1/1993 92,231 81,830 20,402 312030010.3 PLANT PAINTING PROJECT-PHASE III 7/31/2000 143,165 85396 57,769 312060010.2 DEMINERALIZFR WATER SYSTEM 10/1/1983 135,167 96,553 48,614 312040045-1 ASH WATER SUPPLY PUMP COMPLEX 10/1/1983 117,9W 90,874 27,085 3120050(I5-3 AIR HEATER BASKET SUPPORT REPL- 10/1/1983 355,426 92,235 63,191 312001060.2 FUEL BURNER ASSEMBLY 10/1/1983 186,676 93,009 93,668 322025002-2 DUST COLLECTION GROUNDING 9/28/1998 168,022 96,567 71,455 322001050.2 GRAVIMLTRICFEEDERS 30/1/1983 153,261 101,344 51,817 _ 3220250043 PRIMARY BREAKER FEED MODIFICATION 1D/l/1983 135,127 1D4,410 30,717 _ 312001D453 BOILER WATER CIRC PUMP{CAPITAL SPARE) 10/29/2020 408,480 105,15E 303,322 312055015-2 SCRUBBER CONTROL AND PANELS 30/1/1983 111,315 111315 0 312020025-7 SC4UBBERISOLATION&LAYUP 10/1/1983 194,395 111,425 82,97D 312MOD20-5 PLANT PAINTING PROJECT-PHASE 111 6/19/2000 21ZI596 113,967 98,129 312010010-2 PRECIPITATOR 10/1/1983 171,489 114,864 $6,625 3 12 02 00 2 5-10 Insulated Ductwork 4/30/2011 46SX9 126,879 352,699 32.2001070-1 NITROGEN PURGE SYSTEM 10/1/1983 153,858 128,578 35,280 312WU7S-3 POWER SUPPLY MOY 10/1/1983 203,163 124_104 78,8S9 3120010303 BOILER REFRACTORY&INSULATION 20/1/1989 273,329 127,655 245,674 312015045.2 UMESTONEADDITIVE SYSTEM 10/1/1983 - 137,380 137,380 0 312001025.4 CRITICAL STEAM PIPING EVALUATION - 10/1/1983 2211,897 140,049 88,848 322001055-2 PULVERIZER 3/31/19% 250,364 154A36 96R27 312060MD-2 FLY ASH PNEUMATIC REMOVAL 30/1/1983 231369 156,175 75,194 312025020.2 SECONDARY REACTION TANK&MIKERS 1017/1963 183,99E 160,056 23,890 3120(1306S-1 COALPINNG 10/1/1983 199,524 160,226 39,295 312%5015 3 SCRUBBER CONTROLANO PANELS 10/1/1983 163A73 I6L473 0 312001065-5 COALPIANG SD/1/1983 348,746 162,877 18S,869 - - 312045005.2 MAIN STEAM PIPING 10/1/1983 253333 167,627 85,707 3120200103 Purchase of5pam ID I=Motor 713212MO 649,800 16BA90 481,311 312040035-1 BOTTOM ASH PUMPS 10/1/1993 227,922 175,6S2 52,261 32202503E-1 LIGNMECONVEYORa10A2 10/1/1983 269,505 189,505 0 312040020.1 ECONOMIZER ASH COLLECTION 10/1/1983 191.713 191,713 0 _ - 3 12 015 0 3 5-1 LIMESTONE DAY BIN&ASSOC EQUIPMENT 20/1/3983 219AM 194AW 25,000 312OSS030-1 STEAM SAMPLING PIPING 11D/1/1983 257,276 198,282 58,994 31201SO15-2 PRIMARY REACTION TANK AND MIXERS -20/1/1983 223,912 1961659 25,252 3120MID-1 DEAERATOR&STORAGETANK 20/1/1983 258,298 198,992 $9,206 3 1 2 0150 75-1 Gypsum 5tadtout system 4/30/2011 97ZB29 217,249 6SS,579 31MOIDDS-2 WATERWALLS 10/1/2983 346,3S6 218,202 128,154 31206SO15-2 BOILER FEEOWATER MODIFICATIONS 10/1/1983 436,297 250,080 186,217 312055020-1 FGD CONTROLAND PANELS 10/1/1983 334,542 257,031 76,711 31204a030.1 PYRrTE5 SYSTEM 10/1/1933 337.362 260,004 77,353 312055005.2 BOILER COMBUSTION CONTROL SYSTEM 10/1/2983- 438A85 272,052 166,433 31202SO04-2 LIGNITE DUST CONT'ROLSYSTEM i0/1/1983. 274,1501 274,601 0 312001055-7 PULVERIZER 10/2/1983 556,299 277,167 279,131 312070005-1 FUEL OIL STORAGE TANK 20/l/2983 364A02 280,944 83,55E S12025016-1 SILO-RIECLAIIA TAPER HOUSE 10/l/1983 296,241 296,241 0 312055025-1 SCRUBBER CONTROLAND PANELS 30/l/2983 338920 318,920 20,000 3120Z5008-2 UGNITEDUSTCONTROLSYSTEM 30/1/1983 3231181 323,181 D 312060015.1 BOILER CHEMICAL FEED EQUIPMENT 10/1/1983 420,708 324,239 - 96,469 312025D40-1 LIGNITE CONVEYOR all A2 10/1/1983 326,873 326,873 0 312001060.E FUEL BURNER ASSEMBLY - 12/31/2003 745,042 328,545 416,497 312025038-1 LIGNITE CONVEYOR N22A1 10/l/1983 343358 343,358 0 - 312D30005-2 Limestone unloading faaliry 4/30/20U 13W,8D5 343,686 L037,120 312070010-1 FUEL OIL PUMPS&PIPING 30/1/1583 4SZ283 356,280 106=3 - 312025006.4 LIGNITE OUST CONTROL SYSTEM 10/1/1983 360,027 360,027 0 312001040.3 WATERWALL DESLAGGERS 10/1/1983 549,12D 377_067 277,053 312030015-2 limestone C4neeryar L4 4/30/2012 .2,522,566 378,721 1,142,844 - 312001025.2 BOILER ATTACHMENTS 30/1/1983 623,145 414,88E 208,259 31n2SO30-1 LIGNITE CONVEYOR Ir7 30/1/1983 429,393 429,393 0 312015070.1 Reclaim water system 41WI2011 L736,710 4SZ271 L304,439 312035010-1 FLY ASH TRANFER EQUIPMENT 10/1/1983 569,D61 438,574 130,497 312015045-3 LIMESTONE ADDRNE SYSTEM 10/1/1910 473=0 473,020 0 31202SODS-3 SECONDARY CRUSHER SLOG&EQUIP 10/1/19W 48S,582 485,582 0 312040055-1 PAS FLY ASH HANDLING SYSTEM 9/30/1996 $10,632 497,233 313,399 312015020.1 SECONDARY REACTION TANK&MIXERS 10/1/1983 589,269 544227 45,042 - 312020030-1 NON-INSULATED DUCTWORK 10/2/1983 M235 S48,147 163,088 - 3120SS02S-1 MISC PANELS&WO)CATORS 10/1/1983 740.565 570,751 169,874 312045015-1 AUX1UARYSTEAM PIPING 10/1/1963 748,422 576,807 17L615 31202SO10-1 RECLAIM EQUIPMENT. 10/1/1983 $93,436 593,43E 0 312001060-5 FUEL BURNER ASSEMBLY 10/1/1983 LBS8,649 630,768 727,881 312015020-3 Secondary reaction tank&mixers 4/30/2011 2,656,808 661,286 L995,522 312030010.4 Umestone storage bidg(L28d3) 4/30/2011 2,728,717 679,134 2,049,533 - 312015045.1 LIMESTONE ADDITIVE SYSTEM 10/1/1983 630,189 680,189 0 312010010.1 PRECIPITATOR 10/1/1983 $93,663 688,744 204,919 312060010-1 DEMINERAIRER WATER SYSTEM 10/1/1983 943,7S3 727,348- 216,405 312040040.1 ASH PIPING - 10/1/1983 739,307 739307 0 312015080.1 Scrubber Purge Treatment system 4/30/2011 3,029,672 754,092 2,275,579 312025032.1 UGNITE CONVEYOR 48A 20/l/1983 756,056 - - 756,056 0 312025012-2 LIGNITE DUST CONTROL SYSTEM 10/1/1983 766,147 766,147 0 31201504S�4 Umestone additive systems - 4/30/2021 3,316,3S8 825,449 2,490.909 312055010.1 LIGNITE&LIME CONTROLAND PANELS 10/1/1983 894,136 864,138 30,000 182 Attachment 3 Texas Municipal Power Agency Power Production Assets Derail Schedule as pf*70/2015 Asset ID Asset Description - Placein Service Date Cost Basis LTD Depreciation Amount Net Book Value 312MOIS-3 PRIMARY REACTION TANK AND MIXERS 10/1/1983 L0MAS 378,242 131,088 3120020604 FUEL BURNER ASSEMBLY 2C/1/19B3 1,895,876 $53,343 1,012,528 312015055-1 OTHER SCRUBBER PIPING 10/1/1983 892,144 892,244 0 322MO20-1 EXTRACTION STEAM PIPING 20/1/3933 1.164,729 897,653 267,076 312030015.1 LIMESTONE CONVEYOR L4 10/1/1983 1,014.656 939,656 75,000 32 2 0 0 20 10-1 MAIN BOILER DRUM 10/1/1983 L220,466 940,610 279,856 312025014-1 IUNCTION/TRIPPERlA 30/1/1989 962,204 962,104 0 312001030.1 BOILER REFRACTORY&INSULATION 10/2/1989 1,277,141 984,092 2,93,050 - 31201503D-2 SPRAY PUMPS&DRIVES 10/1/1983 L336,605 1,023,955 222,650 312035015-1 MIXERS&STACKOUT5 10/1/1983 1,322,631 1,019,348 303,283 312020015-1 FORCED DRAFT FAN 30/1/1983 L334,866 1,028,778 306,088 - 312025001-2 COAL RAILCAR DUMPER&EQUIPMENT 9/30/1995 1,841,756 1,058,510 793,267 312OZ5034-1 LIGNITE CONVEYOR 10111198 1,082,831 "1.082,831 0 312035025-1 SURGE THICKENER&ASSOC EQUIPMENT 30/1/1989 L445,252 1,213,774 331,377 _ 312002015.1. LOWER DRUM&HEADERS 10/1/1983 1,500,532 L256,456 344,076 312015025.1 STACK GAS REHEATER 10/1/19&3 1,218,770 L168,770 50,000 . 312040025-1 BOTTOM ASH HYOROBINS 10/1/2983 2533,796 1,182,092 351.704 312065020.1 FEEDWATER PIPING - 10/2/1923 - L542,146 1,288,528 353,618 312035025.2 PRIMARY REACTION TANK AND MIXERS 10/2/1983 1,320,920 L219,947 100,963 - 3220150054 Scrubber ciQstructural - 4/30/2011 5,029,327 L251,811 3,777,516 312065005.1 FEEDWA7ER HEATERS 10/1/1983 1.646.305 1,268,803 377,502 3 12 015 01 0.2 SPRAY TOWER ABSORBER MA ASS 1.462,767 1,272,919 189,849 312060005.1 WATER PRETREATMENT SYSTEM 10/2/2983 2„653,868 1,274,632 379,236 31202020.1 PRIMARY MFAN 10/1/1983 1,674,OD7 1,290,153 383,854 322040025.2 BOTTOM ASH HOPPER AND GRINDER 10/1/2983 2.759,769 2,354,148 405.621 322001D603 FUEL BURNER ASSEMBLY 1D/1/1983 21905,335 1,354,803 L550,532 - 312020005-2 Stack(stackliner) " 4)W/2021 515BL350 1,376,765 4,154,584- 312001D654 COALPIPING - 10/2/2923 2,877,336 1/333,589 1,443,747 BIZMI060.1 FUEL BURNER ASSEMBLY 20/112983 - 2=1,729 1,448,1D8 433,611 - 312035040-1 LIMESTONE BALL MILL&CLASSIF, 10/2/1963 2,559,272, 2,038,272 20,000 322035065.1 SPRAY WATER PIPING 20/3/19W 2,606,871 2,608,872 0 312MSODS-1 SLUDGE FILTRATION SYSTEM 1D1213B23 2,111,778 1,627.542 484,236 31 MW30-2 Non-hnulateddocw-k - 4/30/2012 8,868,654 1,632,370 7,256,284 312025D42-1 BOILEA&NSILOS 201VI923 L689,%6 L689,956 0 3120MO25.5 SUPEIWEATER ADDITION 10/2/2983 2,928,231 L738090 L190,791 3120 0010-1 UMESTONESTORAGE8UILDLNG 10/1/1983 1,781,800 178100 0 312002035-1 CASING 10/1/190 2,356,742 1,816,335 54GA07 3220ZO304 Spray pumps&drivers 4/30/2D31 7,520,781 2,869,451 .5,64L330 3120150BO-2 SPRAY PUMPS&DRIVES _ 10/1/1983 X092233 1.932.314 159,919 322020020.2 INDUCED DRAFT FAN 10/2/1993 2,507,749 1,932,725 $75,033 31202SOIZ-1 TRANSFERTOWER 1011f1w 1_454729 2,952,729 0 3120MIS4 Primary reaction ranks&mixers 400/2034. 3,273,701 2,059,344 6,214,358 322025025-2 STACK GAS REHEATER 10/1/1983 Z494,582 2,170,595 323,986 312025004-1 PRIMARY BREAKER BLDG&EQUIPMENT 30/1/1983 x=,655 4181.655 0 312 0 0105 0-1 GRAVIMETRICFEEDERS 10/1/1983 2,665,954 2,207A71 458,483 312015040-2 Limestone Ball MRI&Classifier 4/30/2021 9,129AM - 2272A49 6,8S7,431 312025WS-1 SECONDARY CRUSHER BLDG&EQUIP 20/2/1983 2,2113,610 2,283,611) 0 31205DDOS-1 BOILER AREA DRIP,DRAIN&VENTS 10/2/1983 3,042,246 23441651 697,595 31204.S010-1 REHEAT PIPING 10/213a83 3,049496 - 2,350,231 699,255 312045005-1 MAIN STEAM PIPING 10/2/2993 3,133,082 2,414,658 718,424 312001045-1 BOILER WATER CHIC.PUMPS&PIPING 10/1/3983 3,14L999 2,421.530 - 720A69 31 2 0 65 0 15-1 BOILER FEED PUMPS&ACCESSORIES - 10/2/3989 3,20,650 2,458,255 732395 312040050-2 OTHER ASH WATER PIPING ID/1/1983 3,47ZOSD 2,675,900 796,150 31"M05-1 SCRUBBER CMJSTRUCTURAL 10/1/1993 2,962566 2,735,200 226,365 312020005-1 STACK 30/1/1983 3,642,354 2,807,153 935,201 312001040.1 SOOT BLOWER EQUIPMENT 2C/1/1983 3,612,903 2,827,248 785.655 _ 312001020-1 ECONOMIZER 20/1/1983 4,276207 3,295,661 980,546 312 025 00 2-1 TRUCK RECUUM HOPPER EQUIPMENT 10/2/1983 3,396,329 3,396,319 0 - 312040005-1 FLY ASH SUS 10/1/3983 4528,303 31489,951 1,038,352 3120050(15-1 REGENERAME AIR PREH EATER 10/2/1983 5,202,152 4,009,285 1,192,867 3120150ID-3 Spray tower absorber 4/30/2011 16,523,623 4,112,770 12,430,858 3120550D5-1 BOILER COMBUSTION CONTROL SYSTEM 30/1/1983 5,545,748 4.274.093 1,27L655 312020025.1 INSULATED DUCTWORK 10/l/1983 5,547556 4,275,436 1,272,069 - 312040010.1. FLY ASK PNEUMATIC REMOVAL 10/1/1983. 5,790,625 4,467,227 - 1,323,398 312030005-1 LIMESTONE UNLOADING FACILITY 10/2/1983 6,162,434 6,087,434 75,000 - 312025008-1 LIGNITE SILO&EQUIPMENT 10/2/1983 7,069,772 7,069,771 0 312001055-1 PULVERIZER 10/1/1983 2L440,398 9,472,844 2,967,555 312001025-1 BOILER ATTACHMENTS 10/l/1933 23,944,746 10,747,273 3,197,568 - 312025001-1 COAL RAILCAR DUMPER&EQUIPMENT 9/30/1996 20,517542 12,646,581 7,970,962 312010005-1 PRECIPITATOR FIELD 1D/l/1983 - 16,588,171 12,784,459 3,803,712 312001075.1 BOILER PLANTMISC ITEMS 10/1/1983 22,853,850 17,613,401 5,240,449 332015010.1 SPRAYTOWERABSORSER 10/2/1983 39,992.954 18,463,898 1,528,057 310010005.1 FUEL GAS SUPPLY FIRING ADDITION 3/31/1996 86,482 96,482 0 CWIP Rate-Funded CWIP 58,355 0 58,355 CWIP Rate-Funded CWIP(Renewais and Replacements) 9/30/2015 8,114,492 8,214A92 0 R&R Renewals and Replacements tAdjustment) 9/30/2015 0 -3,056,196 3,056,196 P13008 GEMS Replacement Project 9/1./2015 556,423 3,032 553,391 P23009 Mercury Control 9/1/2015 5431898 L964 540,884 _ P14002 Ignitor and EMS Upgrade 9/1/2015 L552,980 8,463 1,544516 426,879.721 290,707,706 126,172,015 183 Attachment 3 Texas Municipal Power Agency Power Production Assets Detail Schedule as of 00/2015 Asset 10 Asset Oesviption Place in Service Date Can Basis LTD Depreciation Amount Net Bock Value 314001005-1 STOP VALVE 10/1/1983 609,509 469,747 139,762 314001010-2 TURBINE CONTROLS REPL 9/30/2009 1,088,172 1,088,172 0 314002010-2 Turbine Controls Replacement 9/30/2010 72,377 72,277 0 314001020-3 TURBINE UPGRADE PROJECT 10/1/1983 5,896ASS 5,896,495 0 314001026E HP/IP Turbine Inner Shell Repair 11/8/2011 3,431ASS 3,431,258 0 314001025.2 TURBINE PARTS-HP/IP 11/30/2004 716,256 716,256 0 314001025.3 UP Turbine Replacement 8/31/2008 63,000 63,000 0 3 14 0 1 0 015.2 GENERATOR EXCITATION UPGRADE 11/27/2006 282,183 281,183 0 3 14 0 10 0 15-2 GENERATOR EXCITATION UPGRADE 5/29/2007 10 10 0 3140100IS-3 ALTERREX RETAINING RING REPLACEMENT 7/31/2010 405,542 405,542 0 - 314010020.2 UNrr/GENERATOR PROTECTIVE RIMING UPGRA 9/30/2009 07,277 97,277 0 314020005-2 Condenses Tube Evaluation 4/19/2DO4 27,84S 27,845 0 314020005-3 MAIN CONDENSER RETUI)E 4/11/2008 2,008,941 2,008,941 0 314020DOS4 Condenser Leak Detectors 5/31/20D9 59,489 59,489 0 3240300053 WATER LS04ATION SKID 10/1/1983 9,276 9,276 0 3140300054 "S"CWS PUMP MOTOR REPLACEMENT 6/27/2003 120,042 120,042 0 314040005-2 Condensate Pump Syst,-Suction P'eUpgr 5/15/2006 160,996 160,996 0 3 140 6 0 005-1 VIBRATION MONITORING SYSTEM-PHASE 2&3 ID131/2007 949392 949,392 0 314060010.2 ELECTRO-HYDRA CONT.(£CH) 1W/1/1983 84,597 84,597 0 3 14 0 60 01 0.3 ELECFRO44YORA CONT.(ECH) 10/1/1983 98,721 98,721 0 314060DID4 ELECTRO-HYDRA ODNI(ECH) 10/1/1913 89 89 0 3IQ20030-2 PLANT PAINTING PROJECT-PHASEI 1WI11983 909 564 us 314001025-4 LP Turbine Replacement 9/3D/=l 9,D17 1,636 73812 314001040.2 PLANT PAINTING PROJECT-PHASEI 2o/1/1983 3,937 2,442 1,494 314D030204 TURBINE UPGRADE PROJECT 1D/1/1983 4,800 2,751 Z049 314010005.2 GENERATORSTATOR 10/1/1983 14973 9,423 5,560 31405000S•1 BOILER WATER STEAM ANALYSIS EQUIP 10/1/2983 25,137 19,373 5,764 31402001c,2 Condensate Pump Replacement 9/30/2010 - 173,441 45,337 133,104 324020015-1 CONDENSERliO WELLAIREVACIJ.3Y T. - 1Olin Si 70,219 54,118 16,101 3140D302$-3 LP TURBINE REPLACEMENT 9/30/2OD9 331,873 92,661 249,211 31403001E-1 CIRCULATING WATER VACUUM 30/3/3983 I 705 97,651 29,054 3 14 0 2 0010-2 CONDENSER LESS TUBES 10/1/3983 192,449 139,402 73,047 314030010.1 CIRCULATING WATER PIPING 10/1/1983 256,980 120,984 35,996 31403000E-2 CIRCULATION WATER SYST-IMPROVENTTS 10/1/1983 213,576 144.437 69,239 31404000E-1 CONDENSATE PUMPS 10/1/1983 203,S97 155,370 46,227 _ 314001035-1 STEAM SEALSYSTEM 10/1/2983 248,602 192,597 57,005 314010025-1 STATOR COOLING SYSTEM 10/1/1983 251,009 193,4S2 57.557 314001015-1 COMBINED REHEAT VALVE 10/1/1983 401,892 309,737 9211SS 314010030.1 HYDROGEN COOLING EQUIPMENT 1011/19a3 426.980 329,072 97,908 31402DOIS-2 CONDENSA76 PUMP REPL 9/30/2009 1,207,D51 349,S26 957,526 31402000E-1 TUBE BUNDLE CONDENSER 10/1/1983 498,654 384.311 114,343 314040010.1 COND STORAGE TANKS&INTER.PIPING 10/1/1983 579,259 446,433 532,826 314010010-2 GENERATOR FIELD 10/1/1983 826,630 519,667 306,963 314001040.1 LU8E OIL SYSTEM 10/1/1983- 692,026 533,335 158,681 314060010-1 ELECTRO-HYDRA CANT.(£CH) 10/1/1983 705,974 544,093 161,882 3140400153. CONDENSATE PIPING 117/1/2923 - 732,791 - 564,760 168,031 3140DID30-1 INTERGRAL PIPING&VALVES 10/1/1993 869,613 670,209 199,404 31401002D-1 GENERATOR ACCESSORIES 10/1/1983 918,725 708,051 210,664 3 14 0 0 1010-1 TURBINE CONTROL VALVE 10/1/2983' 982,715 757,376 225,339 314010010-1 GENERATORFIELD 10/1/1983 1,231,192 871,907 2S9,385 31406000E-1 TURBINE CONTROL&PANELS 10/1/1983 1,180502 909,810 270,692 314001020-2 TURBINE UPGRADE PROJECT 10/1/1983 1,584,824 940AS4 644,339 - - 314010015.1 GENERATOR EXCITER SYSTEM 10/1/1983 2,401.604 L,080,213 321,391 314002045-1 TURBINE PEDESTAL&FOUNDATION 10/1/1983 2,61%S72 1.243,884 370,088 214030005.1 CIRCULATING WATER PUMPS W/l/1983 2,645.971 1,268,546 377,426 314020010.1 CONDENSER LESS TUBES 10/1/2983 2,280589 1,757,644 522,945 314070NS-1 T/G KANT DRIP,DRAIN&VALVES 30/1/1983 2,300,910 1,773,305 527.605 314001025-3 LP Turbine Replacemem - 4111MOS 6,891,764 1,994,366 4,897,418 314010005-1 GENERATOR STATOR JOIV1983 1,872A47 2,213,787 668,660 314001020-1 HP/IP ROTOR 10/1/1983 4331,144 3XI8,001 992,143 224002025-1 LPTURSINE 10/1/1983 4,410,629 3,399,260 3,017,369 31400111SO-1 TURBINE GENERATOR MLSC ITEMS 20/1/1983 4,677,759 2,605,236 1,072,623 E1050004 WESTINGHOUSE TRANSFORMER 9/30/2002 2,286,485 599,023 687,463 E105000.2 HBCTRANSFORMER 9/30/2002 2,100,277 977,946 2,124331 E105000.3 GENERATOR - 9/30/2002 7,387,6S7 3,439,893 3,947.763 E10S0G0.S LP Turbine-Spare 4/11/2006 1.000,000 289,397 710,633 75,150,727 53,10019S6 22,049,771 3150010GS-1 ISOPHASE13US 10/1/1983 666,708 S12,289 252.419 31SOMID-2 480 VOLT SWITCH GEAR - 10/1/1983 00,707 80,707 0 315025005-1 OCS SYSTEM Y2K UPGRADE 8/30/2001 89,543 89,543 0 32502SOOS-2 DISTRIBUTIVE CONTROL SYSTEM UPGRADE 12/30/2004 1,365,4SO 1,365,450 0 31502500E-3 BREAKER CONTROLS-ENGINEERING STUDY 5/26/2005 46,840 46,840 0 31SOZ50OS4 SOC-3 BREAKER CONTROL SWITCH REPL 11/7/2005 10,814 - - 1133,814 0 _ 3150250054 SOC-3 BREAKER CONTROL SWITCH REPL 5/29/2007 923 923 0 315025005.5 Coal Fred Simulator System 9/30/2007' 132.500 33UOO 0 - 315035005-2 MAIN STEP UP TRANFORMER 8/31/2001 2,182,174 2,182,174 0 31504500E-1 Emergency Diesel Generator Controls 1/16/2007 IS6,000 156,000 0 31SMOIO-1 EMERGENCY LIGHTING SYSTEM ll1/l/1983 54,332 54,332 0 184 Attachment 3 Tesas Municipal Power Agency - Power Production Assets Detail Schedule as 9f 9/30/2015 Asset 10 Asset Oescription - Place in Service Date Cost Basis LTD Depreciation Amourn Net Bookftue BIS045010-2 MAIN PLANT INVERTER REPLACEMENT 5/31/2011 106,678 106,678 0 315055015.2 TG TO SWITCHYARD CABLES 5/26/2005 24,212 24,212 0 31SOSS0153 REPL OF POWER CONTR CABLES TO INTAKE 11/7/2005 223,109 223,109 0 3150350103 RESERVE AUX TRANSFORMER(CAP.SPARE) 1/31/2010 2591 721 1,871 315035025-1 MISCTRANSFORMERS 10/1/1983 1-456 1,D45 311 315035005-1 MAIN STEP UP TRANFORMER 10/1/1983 7,741 4,117 3,624 315065010-2 DUCr BANKS 10/1/1983 21,667 13,874 7,793 31903 5 0 2 0.2 7200 v480 v transformer 4/00/2011 212,190 52,815 159,375 volt motor control ceneters&switch 4/30/2011 514,236 127,994 386,241 31SO35010-2 RESERVE AUX TRANSFORMER(CAP.SPARE) 9/30/2009 928,991 268,979 659,912 315025010-1 CATHODIC PROTECTION 10/1/1983 407,977 314,427 93,550 315085015-1 ACCESSORY ELECTRIC MIS,I 10/1/1983 469,698 361,995 107,703 315095005-1 ELECTRICAL GROUNDING _ 10/1/1983 557,371 429,564 127,907 31SO35015-1 MAIN AUXILIARY TRANSFORMER 10/1/1983- 56U10 432,600 128,710 315025005-6 Process computer 4/30/2011 1,742,255 433,651 1,308,604 33SOM103 780 volt switchgear 4/30/2011 2,661,818 483,834 2,172,985 31SO35020-1 7200 V-480V TRANSFORMER 20/311983 580,448 524,420 156,028 31SO35010-1 RESERVE AUXILIARY TRANSFORMER 10/1/1983 690,807 532,403 15&404 VOLT MOTOR CONT CENTER 10/1/19R3 1,2W534 909A35 270,700 31SOMIO-1 480 VOLTSWITCH GEAR 10/1/1983 2,388,597 1,840,962 547,735 BIW5005-1 AM ELECTRICAL FREEZE PROOFING 10/1/2989 2,770,968 2,135,578 635,390 315065025-1 CABLE TRAYS 10/1/1983 3,080,295 2,373,975 706,320 VOLTSWITCHGEAR&MOTOR 10/1/1=1 3,353,279 2,584,363 768,916 31SO65010-1 DUCTBANKS 10/1/1983 4,135,746 3,287AO9 948,337 31SO55010-1 LOW VOLTAGE POWER CABLE 10/1/1983 5,261,266 410541844 1,206,422 31S055015,1 CONTROL&INSTRUMENT CABLE 10/1/1983 5.261,260 4,054,844 1,206,422 - 3150MOS-1 CONDUIT 10/1/1983 8,888,627 6,850,441 2,D36,186 31505500E-1 HIGH VOLTAGE POWER CABLE 10/1/1983 9,396.0245 7,241,492 2,154,534 60,488,052 44,379,753 16,108,299 316010005-1 AUX COOLING WATER PUMP MAMBO 286.827 221,057 65,770 316010010.2 AM COOLING WATER PIPING - 10/3J3983 200,000 200,000 0 316010010-3 SERVICE&SEAL WATER SUPPLY UPGRADE 6/27/2003 99,979 99,979 0 3160100104 ACW PIPING&VALVE BETTERMENT 12/31/2003 68,632 68,632 0 316010015-2 SERVICE WATER PUMP 10/1/1983 50,841 501841 0 316010020-2 REPLAWS&SWSPIPING 6/30/2000 64,842 64,842 0 3160100203 SERVICE WATER PIPING 10/1/1983 72,811 72,011 0 316010020-4 Phase it Plant Underground Piping 9/30/20U 701A49 701,449 0 3160 2 0 0 05-1 FIRE WATER ISOLATION VALVES 22/32/2903 79,835 78.835 0 31602001E-1 ELECTRIC DRIVEN&BOOSTER FIRE PUMP CONT 7/3/2008 57,220 $7,220 0 - 31602001S-2 Fire Panel Replacement SMI/2008 398 398 0 316020020-2 Booster Fire Pump System Upgrade 8/25/2OD5 SBA90 66,490 0 316020999-1 Plant Fire Protection Electrical System 8/29/200S 330570 330,570 0 316020999.2 Fire Protection System Upgrade 8/29/2005 32,575 32,575 0 316030005-3 'B"&"D"SERVICE AIR COMPRESSOR REPL 9MO12009. 263,840 -263,840 0 31603000E-3 "B"&"D"Service Air Compressor Rep! 11n0/2009 13,020 13,020 0 316030015-2 AIR PIPING 10/1/19W 36,082 36,082 0 - 3160500DS4 AIR QUALITY INSTRUMENTS 10/1/1983 14,062 24,062 0 316D5000S-5 AIR QUALITY INSTRUMENTS 10/1/19W 766 .756 0 31605OWS-6 AIR QUALITY INSTRUMENTS 10/1/1983 3,2W 3,280 0 316070005-10 PURCH.OF 2 RIDING MOWERS 2129/200(t 8,977. 8,977 0 316070005.12 CATERPILLAR D 10 N DOZER 1/31/2002 650,000 650,000 0 - 31607000E-13 2003 ALTEGFRTUNER BUCXETTRUCK 2/27/2003 98,701 98,701 0 316070DOS-1.4 Purchase of Forldiftfor SC 9/15/2005. 25,448 25,448 0 31607DOOS-15 PURCHASE FORKLIFT FOR SC 6/29/2006 26,075 26,075 0 316070005-16 6"GORMAN TRASH PUMP FOR OPERATIONS 6/29/2006'. 25,996 25,996 0 316070005-17 DAEWOOD 0100 FORKUFT-21,500 LB 2/22/2007 83,462 $3,462 0 - 3 169 70 0 05-18 Purchase of new bucket boom truck 6/12/2007 259,763 259,763 0 31607000E-2 CHERRY PICKER 10/1/1986 68,750 68,750 0 316070005-21 Purchase Bobcat for Operations Crew 4/30/2009 23,933 A933 0 316070005-22 Purchase Forklift for Warehouse 6/30/2009 22,931 22,931 0 316070005-23 Purchase Bobcatfor Fuel&Yard 6/30/2009 17,736 17,736 0 31607000E-25 Purchase new forklift for warehouse 12/32/2010 26554 26,554 0 3160700053 MYERS SEWER CLEANER 1D/1/1983 24,857. 24,857 0 316070005-5 SERVICE RHINO ROTARY CUTTER 10/1/1983 6,62S 6,625 0 316070005-6 PURCHASEOFDOZER 30/1/1983 477.227 477,127 0 316070005.8 PARTIAL COST OF BACKHOE/LOADER 5/15/2997 11,350 11,350 0 316080020-001 PURCHASE BOATMOTOR&TRAILER FOR 58 2/28/2005 11,000 11,000 0 3160500053 AIR QUALITY EMISSION MONITORING 10/l/1983 4Z5 - 254 171 316030015.4 Scrubber Refurbishment 9/30/2013 24,232 3.071 21,161 316050005.8 Scrubber Refurbishment 9/30/2013 -- 51,365 6S09 44,S55 31601001S4 Scrubber Refurbishment 9/30/2023 57,180 7,246 49,933 316050010.2 SPILLWAY PLATFORM&ENV. 10/1/1983 37,178 - 21,310 1S,868 31607000E-7 PARTIAL COST OF BACKHOE/LOADER 10/l/1993 36,000 21S91 14,409 3160700054 FUEL&YARD EQUIPMENT 10/1/1983 68,310 23,236 45,075 316090005-1 PLANT LOCKERS,BINS,RACKS 10/1/1983 34,171 26,335 7,836 316090015.2 PULVERIZER BRIDGE&HOIST 10/1/1993 87.161 57,075 30,086 316010015-1 SERVICE WATER PUMP 10/1/1983 92,275 71,116 211159 316030010-1 COMPRESSED AIR ACCESSORY 10/1/1983 99558 76,729 22,829 3160300153 Air Piping:(instrument Air-Service Air) 4130/I011 322,810 80,348 242,462 185 Attachment 3 Tetras Munidpal Pourer A$ena/ Power Production Assets Detail Schedule as of 9POl'2015 ASSetID Asset Description Place in Service Date Cost Basis LTD Depredation Amount Net BOOR Value FORD SUPERSUCKER SG TAGp6157 V#9440 10/1/1983 120,S60 81,S32 30,028 - - - 31607000S-24 Purchase Mobile Hydraulic Crane 9/30/2010 250,209 84,7S8 16S,451 316030005-2 AIR COMPRESSOR 10/1/1983 130,905 $6,799 44,107 316050010-1 WATER QUALITY INSTRUMENTS&EQUIP 20/1/2983 113,737 $7,6S6 26,080 316090015.1 OTHER OVERHEAD BRIDGE CRANES 10/1/1,993 143,043 110,243 32,800 316070005-20 Purchase 18 ton crane/picker - 8/31/2008 234,769 112,256 14613 316050005.7 Air quality instruments&Equip(CEM5) 4/30/2011 589,116 146,632 442,483 316010025-1 SERVICE WATER WELLS 10/1/1983 235,155 131,233 S3,922 BLGD40005-1 PLANT INTAKE CHEMICAL FEED CLOR 10/1/1983 267,444 206,118 61,326 316090010-1 TURBINE BRIDGE CRANE 10/1/1983 496,221 392,436 213,785 316095005-1 PLANT LAB&TESTING EQUIPMENT 10/l/1983 631,245 486,499 144,746 316020020-1 FIRE PROTECTION FOR PRB 10/1/1983 $93,093 S11,909 391,183 316050005-2 AIR QUALITY EMISSION MONITORING 10/1/1983 847,102 S18,292 328,S09 3160S0005-1 AIR QUALITY INSTRUMENTS 10/1/1983 697,006 529A73 157,532 316090020.1 OTHER LIFTING DEVICES 10/1/1983 695,283 S35,853 159,430 3160300154 AIR PIPING 10/1/1983 736,830 S67,873 168,9S7 316010020-1 SERVICE WATER PIPING 10/1/1923 750,016 S77,926 172,090 316010015-3 Service water pumps 4/30/2011 2,332,023 'S80,446 1,751,577 316030005-1 AIR COMPRESSOR 10/1/1983 S23,199 634,437 468,762 316070005-19 Caterpillar DlOT Dozer for Coal Yard 2/29/2008 - 965,000 754,726 230,274 _ 316070005-11 FUEL&YARD EQUIPMENT 10/1/1983 1,029,794 793,637 236,258 316010010-1 AUX.COOUNG WATER PIPING 10/l/1983 1432AOD 11104,101 328,499 19,643,S27 13,712,601 5,931,226 Totals 7110.806,880 489,653,234 211151,646 i 186 Attachment 3 Texas Municipal Power Agency Schedule 8 Mine Assets Detail Schedule of9/30/2015 Asset ID ASMOescription Place in Service Date Cost Buis LTD Depreciation Amount Net Book Value 309010005-1 FEE SIMPLE LAND-MINE 10/1/1983 666,380 0 666,380 309010005-2 FEE SIMPLE LAND-MINE 10/1/1983 232 0 232 - 309010005-3 FEE SIMPLE LAND-MINE 10/1/1983 1,706,OS0 0 1,706,050 309010005.4 FEE SIMPLE LAND-MINE 30/1/19B3 3,624,106 0 3,824,106 309010005-5 FEE SIMPLE LAND-MINE 7/12/1996 $5,742 0 95,742 302010005.5 FEE SIMPLE LAND-MINE 7/12/1996 14,378,797 0 14,379,797 309010005.6 FEE SIMPLE LAND-MINE 7/12/1996 1,951 0 1,951 309020010-3 LEACNATE TRANSFER SYSTEM 6130/2007 142,560 142,560 0 30902001E-2 FLOOD CONTROL STRUCTURES 10/1/1983 370,174 370,174 0 309020005-1 MINE SITE PREP,&MISC ROADS 10/1/2983 491,650 491,650 0 309040005-1 REMAINING VALUE MINE EQUIPMENT 10/1/1983 2,704,462 2,704,462 0 309020010-1 FLOOD CONTROL STRUCTURES 20/2/1983 11,983,116 10,993,116 3,000,000 309030070-1 HAUL ROADS-MINE 20/l/1983 16,275,966 15,275,966 1,000,000 52,631,184 29,967,028 22,663,256 Mine Write Down 0 7,473,695 •7,473,695 Totals 52,631,184 37A41,623 15,189,561 187 Attachment 3 Texas Municipal PewerAgenry Schedule C Transmission Assets Detail Schedule as of 9/30/1-015 Asset W Asset Description Place in Service Date Cole Basis LTD Depredation Not Book Value ftt An Facility Net Book Value Asset Facility Location:Bryan 353020022-1 BRYAN DANSSY SUB.CIRCUIT BREAKERS. 10/1/1983 455.031 366,923 88,108 353010023-1 BRYAN DANSBY SUB INSTRUMENTATION 10/l/1983 211392 170A60 40,932 3 5 3 01002 3-2 CM&PT REPLACEMENT FY08 PLAN 9/30/2009 2,13289 43,345 179,943 353010024-1 BRYAN DANSSY SUB SWriCHING APPART. 1B/1/1983 53,744 43338 10,407 353010025.1 BRYAN OANSBY SUB TRANSFORMERS 10/1/1983 1,040,838 $39,259 20L539 353010026-1 BRYAN DANSBYSUB STRUCTURES l0M,983 597119 4SIA98 1151621 353010027-1 BRYAN DANSSYSUS GROUNDING SYST 10/insall 17,914 14446 3A69 353010028-1 BRYAN OANSSYSUS CONTROL HOUSE ID/1/1963 275,137 22L862 53,275 353010029-1 BRYAN DANSBV SUB MLSC EQUIPMENT IOIIA983 71-658 57.783 13,875 2946,123 21238,953 707,170 $ 707,170 Bryan Dansby Sub 353010033-1 BRYAN EAST SUB INSTRUMENTATION 10/1/1983 57335 46,233 =02 353010033-2 CM&PT REPLACEMENT-FY08 9/30/2012 50,686 3,903 46,783 353010034-1 BRYAN EAST SUB SWITCHING APPOR 10/1/1983 77,219 6ZZ67 14,952 353010036-1 BRYAN EAST SUB STRUCTURES I M933 5301380 429,095 1OZ795 3 5 3010 037-1 BRYAN EAST SUB GROUNDING SYST 10ansil3 19,305 15,567 3,738 353010039-1 BRYAN EAST SUB MISC EQUIPMENT I M983 74,719 60,250 14A70 - 353010032.2 BREA Sub Or.Smakers/Switches<345kV 7/15/201S 216143 L%1 214,782 353010033 Bryan East Sub ill Relay Panel 20/15/2014 195.017 4,872 190,145 3S3010033A BREA Sub Relay Panel Modifications 10/3/2014 164,523 4,110 16OAl2 35301D345-41 West Denton Sub:Penh.autotransformer 30/1/206 IAS01000 397,098 LOSZ902 - - ZZ35.827 L023,747 1.812081 S 11612,081 :Bryan East Sub 350010D06-1 GIBBONS CREEK-DANSITYTRANS LAND 20/i/1983 977-0% 0 97ZO94 . 354010IM-1 LATT STL STRUCT-GI880N5/DANSSY 10/I/1983 7wa96 564,616 135,580 355010101-1 TUBE STL STRUCT-GIDBON*TANSBY 10AM83 2,6Z3,749 2113-51709 508A41 3 5 6 01 0101-1 CONDUCTORS/HDWE GIBBONS-DPNSBY 2D/L/1983 L906,702 1.537,504 369197 - 6202741 4217.829 1984912 S 1,934.922 6lbbous Creek.Bryan O+nsby, 350010008-1 GIBBONS CREEK FIST TRANS LAND 10/I/1983 3564,051 0 3564,052 3550300n-1 TUBE STL STRUCT-GIi BSONS CA FIST i0!J1983 2,627591 2118,806 508.784 3 5 5 010 0 12-1 PRESTRESSED CONCRT STRUCT-GC EAST 10/1/1983 303,374 244.631 S5.743 356010012-3 TUBESTL M-MCCREE CENTERVILLE 1011/1983 52112 46L333 110,779 3 5 6 0 10 011A GCSW-BREA Static OPGW 30/3/Z014 SE8,651 14207 554A" - 7,635,770 2838.977 4,796401 S 4,796,401 Gibbons Qeek•SW Idiot 3 5 6 0 1010 1-Z GIBBONS MEK-KETTH SWITCH :OM006 1.665275 507,490 L157,785 166527S 507A90 1157,785 S 1.ZS7,786 Gibbons Creak•Kefth Switch - 350010030.1 GIBBONS CREEX-STNGLETONTRANS LAND 10/SP.983 399,794 0 399,784 354010341-1 LATT STL STRUCT-Gi860NS CRSINGLETON 10/1/1983 2929,123 236ZI59 567164 3 5 4 010 3 4 1-1 GC-SINGLETON TRANS LINE RELOCATION 9/30/2009 2720115 528,035 2,19ZA80 356010341-1 CONDUCTORSIHOWE GC SINGELTON TAP 10/1/1983 2,183,974 1-76LOSI 422.893 356010341-2 Gibbons Creek Substation Upgrade 6/ID/2011 53410M 68,698 565,339 8,867,233 4719,973 4,147260 $ 4,147,260 Gibbons Creek•Sbgketon Tap 3SO010014-1 GIBBONS CREEK-TWIN OAK TRANS LAND 10/1ra983 2598,319 0 2.593,319 354010181-1 LATT STL STRUCT-GIBBONS-TWIN OAK 10/2M83 3b7ZW Z90,424 7LL320 kV Line L1DAR project 5/3Y2008 167190 167190 0 356010181-1 CONDUCTORS/HDWE GIBBONS-TWIN OAK 201VI983 12.294,598 91913,976 2,380,621 28,732,651 13,04ZS90 5,690,061 S 5,690,061 -Gibbons Creek-TvAn Oak Gibbons Creek to lack Creek 55% S 3,120,533 Gibbons Creek•bckcreek Jack Creek to Tssin Oak 45% $ 2,560,527 Jack Creek-Twin Oak 350030054.1 ®BONS CREEK SUB LAND 10/1/1983 11.408 0 1LQ8 - 352010005-1 MEGA WAREHOUSE 30/1/1983 SOC,334 24SA05 58,929 353010145-S GCSES Autanansfomner 10M006 Z986,150 617,790 Z1681360 353010161-1 GIBBONS CR SUB aR IRK.�OR=34SKV 10/1/1983 554,637 447,197 107A40 353010161-2 GIBBONS CR SUB CUR ERIC>OR.34SKV 10/U19B3 SU90 81.490 0 3 5 3 01 01 61-3 GIBBONS CR SUB CIR BRK>OR:34SKV 10/1/1983 I92,059 192,059 0 3S3010161-4 GIBBONS CR SUB CIA.BRK.>OR-345KY 10/1/1983 242322 M322 0 3S3010161-5 METERING CT UPGRADE&ADDITIONS 1I127/1006 3.037 3,037 0 _ 353010162-1 GIBBONS CR SUB CIR SRK.34SKV IM1983 A6S.320 378A4S 90.875 353010162-2 Install Reactor Breakers at Gibbons Subs 10/31/2004 1251940 125,940 0 353010162-3 Replace w/9138kV gas breakers 9/30/2014 L735,069 30,688 L30a,381 353010163-1 GIBBONS CR SUB INSTRUMENTATION 10/1/1983 999.978 806.351 193,627 353010163-2 GIBBONS CR SUB INSTRUMENTATION 10/14983 45,375 46,375 0 353010163-3 RETROFIT FAULT RECORDERS 4/30/2005 6171D 6,710 0 3 53 010163-4 PURCHASE RELAY TEST EQUIPMENT 2/15/2007 54,005 54.005 0 353010163-5 NODAL MARKET COMPLIANCE - 8/12/2008 $9,723 89,723 0 3S3 01 016 3-5 NODAL MARKET COMPLIANCE 9/30/2009 - CA162 6,162 0 188 Attachment 3 Terms Municipal PowerAgeney - - - Transmision Assets Detail Schedule as of 9/30/2015 I Asset lD Asset Description pboe in Service Om can Basis LTD Depredation Net Book Value Amount Assoc Facility Net Book VaIW Await Facility 353010163.6 NODAL MARKET COMPLIANCE 9/30/2013 364 38 326 353010163-7 CM&PT REPLACEMENT-FY07 9/30/2012 236,157 181185 217,973 353030164.1 GIBBONS CR SUB SWITCHING APPAR lOM9B3 347,753 280,421 67,337 353010164.2 GIBBONS CREEK SUB-BREAKER ADDITION 5/lA/2007 IX7,149 506,906 L30D,243 353010164.3 Gibbons Creek breakers for Autotransform 2J28/2010 2.050,335 185562 864,772 353010165.1 GIBBONS CR SUB TRANSFORMERS 10/1/1983 2.727.933 2178,827 54R106 353010165-1 ku-a8ation costs-spare transformer 7/31/2012 21Z733 17.284 195.449 353010165-2 GIBBON CREEK SNRTCHYARD AUTOTRANSFORMER 10/30/2003 2.904115 L11S,914 1,788,201 353010165-3 Upgrade of SMIT Autotransformer 80/2005 lIZ759 u2,759 0 353010165-3 Upgrade SMTT Autotransformer W25/2005 4ZI91 14,203 28,088 353010165.4 HOG CREEK-BACKUP POWER SOURCE 9/30/2009 46SA94 91.139 378,355 3530301654 HOG CREEK-BACKUP POWER SOURCE 9/30/2011 3.392 353 3,039 /69 kV AUTOTRANSFORMER 9/30/2009 1.979,354 384,237 1,595,117 /69 kV AUTOTRANSFORMER 9/30/2011 69,623 7,247 62576 35 3 010 16 6-1 GIBBONS CR SUB STRUCTURES 10/J/1983 2,135,352. 1,721,880 413.471 - 353010166-2 Gibbons Creek Dirt work and.`encing 5/31=08 63,216 63,276 0 353010266-3 Gibbons Creek Substation Upgrade 6/10/2012 S5p90 6,446 - 53.044 353010167-1 GIBBONS CR SUB GROUNDING SYSTEMS 10/2/1983 869,394 70L052 168,92 3530ID168-1 GIBBONS CR SUB CONTROL HOUSE 10/IJ1983 631A54 $09,385 122,269 353010168-2 GIBBONS CR SUB CONTROL HOUSE 10/1/1983 7Q365 70,369 0 3 5 3 010168-3 GCSW CARRIER RELAY UPGRADE-0BRIEN LINE 913D/2D09 180,S47 280,547 0 353010168-4 Gibbons Creek Substation Upgrade 6/10/70n 3,538,531 383A07 3155,174 - 3 5 3 01 016 8-4 Gibbons Creek Subsauon Upgrade 3131,7012 844170 75,634 768,536 - 353010169-1 GIBBONS CR SUB WSC EQUIPMENT 10/1-tms 855.606 689,943 165,663 35301016-4-2 PURCHASE&INSTALL INFRARED CAMERA 1WIJ2006 33,019 33,019 0 - 353010169-3 Gibbons Creels Sub.Replace 22 kV reactor 1/31/ID07 171195 49,765 12L430 353010169.4 Relay Coordination Study-South System 7/31/2008 125,537 125,537 0 353010169.5 NORTH SYSTEM RELAY STUDY&SOFTWARE 9/30/2011 195,796 20,381 175AS4 _ 353010269-6 Gibbons Creek Substation roads/trails 6/30/2011 636AS 68,912 567A96 353030169-6 Gibbons Creek Substation Upgrade wllono11 2.729A23 295,733 2A33,680 3530101615 GCSW Sub Cir BrkJSwtcbc> --3ASW 7/r3/2015 41516,531 28A43 4ABSAB8 353010168.5 GCSW Sub Relay Panel - SD/3/2014 55AS9 L386 54.074 353010169.7 GCSW Sub Misc Equipment 7/15/201S 223,051 L392 219,659 37404,T15 13AIZO71 23,691.744 S 23,69L744 Glbboni Crook Sub 3 5 3 01-0 0 72-2 REPL 12 kV BREAKERS&RELAYING 4OG CREEK 4/14/2007 94,190 94190 0 T24002 Hog Creek Replacement Transformer(FEW 106) 4SZ171 929 451,242 546,361 95,119 45L242 $ 451.742 Hog Creek Sub 350010D49.1 Jack Creek Substation Land 8131,7010 161,811 a 16L811 35301007D-1 JACK CREEK SUBSTATION 3/3L2DD8 32.970,967 31258,800 9,672,168 35301007D-2 Jack Creek Sub-New substation 9/30/2022 3AS16 26,569 307.947 13A6729a 3,325,369 10.141,925 S 10,241,925 Jack Croak Bub 3SO010038.1 TWIN OAK-LAKE CREEK/JEWETT LAND 10/1/1983 102,239 0 1OZ239 35A010381-1 LATT STL STRUCT-TWIN OAKAAKE CRJEW. 10/1/1983 159.278 128A37 30,841 356010381-1 CONDUCT/HDWE TWIN OAK-LK CRK JEWETT 1(1M963 14ZO10 IKS13 27,496 403528 M950 160,578 S 160,578 T%Wn Oak-Lake QwWJswNs Miscellaneous L288,076 856,976 01,100 L288,076 956,976 431.100 $ 431,100 83Hs4ellarteous Sub-ToW 101.695,602 46522, . Location:Denton 353010269-1 DENTON AIRPORT 20/1/1983 173132 1391608 33,524 173132 09,608 33,524 S 33,524 Denton Airport Sub 350010048-1 DENTON ARCO SUBSTATION LAND IOAP-993 196.943 - 0 196,948 3 5 3 01010 2-1 DENTON ARCO SUB QR BRr<345KV 10IM1983, 251742 204,610 49,132 353010102-2 Denton Arco-repl 3138kV breakers 7/3J./2008 399.671 399671 0 353010103.1 DENTON ARCO SUB INSTRUMENTATION 10/111983 137,224 ilo.645 26,569 353010103-2 CCVT&PT REPLACEMENT-FY08 9/30/202-1 50,696 31903 46,783 353010104-1 DENTON ARCO SUB SWITCHING APPAR SO/LW83 42,219 34,044 8,175 - 353030105.1 DENTON ARCO SUB TRANSFORMERS 10),LW83 633,298 51A672 122,627 353030106-1 DENTON ARCO SUB STRUCTURES 10/1/1983 35&869 285,381 69ASS 353010107-1 DENTON ARCO SUB GROUNDING SYSTEMS 10/1/1983 10SSS 8,512 Z044 353010108.1 DENTON ARCO SUB CONTROL HOUSE SD/3/1983 16SAW 136179 32,700 353010108-2 DENTON ARCO SUB CONTROL HOUSE 10/2/1983 17.627 17,627 0 353010109-1 DENTON ARCO SUB MISC EQUIPMENT 10/U1983 42.219 34044 8,175 2,31L929 L745,287 562,642 $ 562,642 Denton Arco Sub 189 Attachment 3 Toms Municipal Power Agency Transmission Assets Detail Schedule as of 9/30/2015 Asset ID Asset Description - - Place in Service Cam Cost Basis LTD Depreciation Net Book Value Amount AS1eC FacBRy Net Book Value .Asset Facility - 350010004-1 DENTON STEAM-CORWTH TRANS LAND 10/2n983 L760 0 L760 355010091-1 TUBULAR STEEL STRUCTURE 104/1983 93,243 7S,189 18,055 356010091-1 CONDUCTORS/HDWE DEMON STM-COWNTH 10/1/1983 98.975 79,810 19,165 193,579 154,999 38,980 S 38,980 Demon Steam•Corinth 353010082-1 DENTON SIM PWTSU6 CIR BRK c345KV 10/1/1983 632,074 509,635 122,389 353010063-1 DEMON SIM PLNTSU6 INSTRUMENTATION 10/3/1983 36,871 29,731 7,139 353010083-2 CM&FT REPLACEMENT-FYOS 9/30/2012 50,686 3,903 46,783 35301008E-1 DENTON STM PINT SUB SWITCHING APPAR 10/3/1983 92,7D4 74,754 17,950 353010085.1 DEMON STM PLNT SUB TRANSFORMERS JO/V1983 IAISA45 L14L693` 274,152 353010086-1 DEMON STM PLNT SUB STRUCTURES 10M983 802.733 647,299 155,434 353010087-1 DEMON STM PUNT SUB GROUNDING SYST 10/1/1983 23,598 19,028 4,569 353010088-1 DEMON STM PLNT SUB CONTROL HOUSE 10/1/1983 37S2" 305,811 73,434 353010089-1 DEMON SIM PUNT SUB MISC EQUIPMENT 10/1/1983 75204 60,640 14,564 _ 353010089.2 Demon Steam Sub Wit Equip lute switch 9/42014 - 42,723 LISS 4L567 3351.682 2,793,699 757,984 S 757,984 Deflton Sham Sub 350010012-1 DENTON STEAM PLANT-ARCO TRANS LAND 10/1/1983 272,142 0 17L142 35SO10161.1 TUBE STL STRUCT-DEMON STEAM PUARCO 10M983 829,051 668.521 160,530 356010161-1 CONDUCTORS/HOWE DEMON STM-ARCO 10/1/1983 347,035 279,838 67,197 L347,228 90,359 $98,869 $ 398,869 Denton Steam•Ame 350010018-1 NORTH OENTON-ARCO TRANS LAND 10/-,y1983 L035.524 0 L039,524 35SO10061-1 TUBE STL STRUCT-N DENTON-ARCO 10M983 927,912 748,239 179,673 356010061-1 CONDUCTORS/HDWE N DEMON-ARCO 10/V1983 376,772 303,817 - 72,955 2,344,208 L052AS6 L292,152 S 1,292,1S2 North Denton•Arco 350010050-1 NORTH DEMON SUB LAND /OM983 W98 0 1L398 $53010122-1 NORTH DEMON SUB CIR BRK e345KV 10/1983 334,998 270,L38 64.860 353010122-3 N DENTON SUB'REPLACE 3 138 BREAKERS 12I31/2006 239,752 239,752 0 353010122.4 NORTH DEMON SUB-SEPC INTERCONNECTS 4/2412007 444,699 124.629 320,069 353010122-5 NORTH DENTON SUB-OME 7RANSF INTERCONNECT 4IM007 218.799 SL320 157,480 3530101-12-6 North Denton Sub.Replace 135 kV breaker _ VS12008 108R82 10SA82 0 353010123-1 NORTH DEMON SUB INSTRUMENTATION 10/1/1983 227,663 183,582 44,083 3 5 3 0 1012 4-1 NORTH DENTON SUB SN7TCHWG APPAR 10/2A983 79,682 64,253 ISA29 $53010125-1 NORTH DENTON SUB TRAN5FORMERS 10/N1983 1.202,062 969,305 232,757 353020126-1 NORTH DENTON SUB STRUCTURES _ 1OM983 744ASO 599,978 144,072 353010127-1 NORTH DENTON SUB GROUNDING SYST 10/1r1983 20,0.34 16,155 3,879 3 5 3 01 012 8-1 NORTH DENTON SUB CONTROL HOUSE 10M983 32L005 258,849 62,157 3530101-18-2 NORTH DENTON SUB CONTROL HOUSE 10/1/1983 36,641 36,641 0 353010128-3 Power Line Equipment Upgrade-S locations 7/31=09 21.738 23.738 0 353010128.4 Denton Relay Panel Replacements 9/30/2012 953 73 879 3 53 01012 8-4 Denton Relay Panel Rplacements 9/3012012 169,810 13,076 156,735 353010129-1 NORTH DENTON SUB MISC EQUIPMENT 10/1/1983 79,682 64,253 15A29 4,262,448 3,032222 L229.226 S 1,229,22E North Denton Sub - 350010040-1 WEST CAROLTON-ROANOKE TRANS LAND 1011r983 31692,881 0 3,69L.881 354010401-1 LATT STL STRUCT-WEST CAROLTON-ROAN. 1OM983 3.206,231 2.SBSA04 620,827 3SS010401.1 CONDUCTORS/NDWE W CAROLTON-ROAN. 10/3/1983 2,248,331 LOLZ983 435,348 9,146,443 4398,387 4,748,056 S 4,748,05E Roaneke-Carolton 350010022-1 ROANOKE-WEST DEMON TRANS LAND 10/3/1983 L495,DW 0 L495,040 3SO010022-2 Roanoke Tap to W Denton Right of Way - 17A/2010 12,000 0 11,000 354010241-1 LATT STL STRVCT-WEST DENTON/ROANOKE 10M983 1,600,771 L290,812 309,960 354010241-2 Roanoke to W Demon Lattice Steel Struct tZn n010 1,104,519 - 133A34 97LO85 3 5 5 010 6 21-1 Roanoke to W Demon TuhularSteel Struct 22/1/2010 494,256 59,710 434,S46 3 5 6 0 10 241-1 CONDUCTORSIHOWE W DEMON-ROANOKE - 10/3/1983 L64OA04 1.327,608 31a,796 356010241-2 Roanoke to W Denton Conductor Hardware t712 n010 3,692,310 4461059 3,246,250 10,044300 3.257,623 6,786,677 S 6,786,677 Roanoke•West Denton 3SO010036-1 WEST DEMON-DEMON STEAM LAND 30/1/1983 839364 0 839,364 3 55 010 321-1 TUBE STL STR-WEST DENTON-DENTON STM 10M983 L339.689 L080,276 259AI2 35SO10321-2 Demon West to Denton Steam poles 5/1812013 2089,132 126263 L96ZBH 356010321-1 CONDUCTORS/HOWE W DENTON-DENT STM 10/3/3983 235,792 150,123 45,660 356010321-2 Wert Denton to Denton Steam Pie T12001 9 OIM12 664.043 53.333 6121910 356010321.3 Denton West to Denton Steam conductors 5/18/2013 520.696 33.470 489226 356010064,1 West Denton-Fort Worth Line Conductors 9/12014 687.80E 18,59E 669,209 356010065.1 Fort Worth-Teasley line Conductors 9/2=14 6B2388 18A49 663,939 7,058,897 L516,309 5,542.587 S S,542.S87 Wen Denton Denton Steam 190 Attachment 3 Texas Municipal PowerAgency - Iransm3sxon.Assets Detail Schedule as of 9/30/2015 Asset ID Asset Description Place in Service Date Cost Basis LTD Depreciation Net Book Value Amount Asset Facility Net Book Value Asset Facility 350010020d WEST DENTON-NORTH DENTON LAND 10/1/1983 856,251 0 856,251 3SS010071-1 TUBE STL SMUCT-N DENTON/WEST DENT 10/J/1983 L258,659 1014,930 243,729 3 5 5 010 071-2 WEST DEMON-REROUTE 238 kV LINE 9/30/20D9 734,501 242,583 591,918 35SO10071-3 West Denton Reroute 338 kv line exits 2/28/2010 Z729 480 U38 3SS010071-4 West Denton Re-Route 138 kV Line Exits 2=010 16,427 2,325 14,102 355010071-5 DerRon West to Denton Noah poles 5/182013 4,588,057 277,293 4,310,764 356010071-2 Wen Demon to North Denton-PJO T12001 9/30/2012 53L048 40,852 490,156 356010071-3 Demon West to Denton Nord+conductors 51=023 94L303 56,891 88012 356010062.1 Jim Chnstal-North Denton line Conducror 9=014 3.059.963 29,739 1,070,224 356010063.1 West Denton-Jim Christal line Conductors 91'14024 5651104 15,278 $49,826 10593,931 1580.411 91013,520 $ 9,023,520 West Denton-North Denton 3SO010052-1 WEST DENTON SUB LAND 20/1J1983 SSS7 0 S,S57 353010141-1 WEST DENTON SUB CiR BRK.>OR=345KV 10/1/1983 1334A96 L076,095 258A00 3 5 3 0 1014 1-2 W DENTON 345 TERMINAL FORJACKSBORO LINE IWW006 100,000 1001000 0 353010141-3 WEST DEMON SUB-345 EXPANSION 61=007 3,604,364 998,604 2,605,760 353010141-3 West Denton Sub 345 kV Expansion 5/31/2008 662935 162,456 500.379 353010142-1 WEST DENTON SUB CIR.8RK e345KV 10/1/2983 717291 578A01 138,890 3530IM43-1 WEST DENTON SUB INSTRUMENTATION 10/1J2983 25Q227 20L767 48A50 353010143-2 WEST DEMON SUB INSTRUMENTATION 3D/nWil 213,747 243,747 0 353010343.3 CCVT&PTREDIACEMENT-WEST DEMON 9/30/2013 SA65 264 51181 353010144-1 WEST DENTON SUB SWITCHING APPAR 10/1J1983 779.022 618170 150,841 353010145-2 WEST DENTON TRANSFORMERs1 :D1112004 357.765 :.29,754 268,012 3 5 3 0 10145-3 WEST DENTON TRANSFORMER e2 l.0/142004 ZSIL639 815,312 2.692,327 353010146-1 WEST DEMON SUB STRUCTURES 10/14983 750,653 605,303 145,3SO 3 5 3 010147-1 WEST DEMON SUB GROUNDING SYST -O/L"3 20,017 - 16.141 3,876 353010148-1 WEST DENTON SUB CONTROL HOUSE 10R/1983 333,624 269.024 64,600 353010148-2 WEST DEMON SUB CONTROL HOUSE 30/1/1983 21,620 - 21620 0 353010148-3 WEST DENTON SUB:138 kV EXPANSION 9/302009 968,284 197,965 780.319 353010148-3 WEST DEMON SUB 138 W EXPANSION 9/30/2011 5196 541 4.655 3 5 3 010148-4 west Denton Sub 3.38 kV Fxpwvon 2J282010 29,075 3,370 15,705 353010148-5 Demon Relay Panel Replacements 9/302012 953 73 879 353010148-5 Denton Relay Panel Replacements 9/302012 165,810 13,076 156,735 3 5 3 010149-1 WEST DEMON SUB MISC EQUIPMENT 1OM1983 110,096 88,778 21.318 353010149-2 NERC SUBSTATION SECURITY 4/102007 34,775 34,775 0 13,046A93 6,179,258 6,867.235 $ G1867,235 West Denton Sub Miscellaneous - $77,002 s83A82 293,520 877,002 583A82 293520 S 293,520 Miscellaneous Sub-Total - 64,950,071 27,385,702 37,564,970 Location:Garland 350010028-1 BEN DAVIS-APOLLO.OLINGER LAND 10/1/1983 3239 0 1239 35SO10301-1 TUBE STL STR-BEN DAVIS-APOLLO OLNGER 10l1/1983 169.693 136,835 32,858 356010301-1 CONDUCT/HDWE BEN DAVIS-APOLLO OLWG I0/IA983 16L163 1-79,957 3L206 33zC.95 266,792 65J03 S 65,303 Ben Davis-Apollo Olinger 350010024-1 BEN-DAVIS MCCREE TRANSMISSION LAND 10/1/1933 2,71LS44 0 2,712,544 3 5 3 010 4 2 1-1 BEN DAVIS-MCCREE 238 LANE REROUTE 3/32/2007 403,720 115,758 287,962 35SO10421-1 TUBE STLSTR-SEN DAVIS-MCCREE 10/1/1983 3,756,668 3.029,275 727AI3 35SOID421-2 TUBE STL STR-BEN DAVIS-MCCREE 3/322.002 268,089 71869 96,220 3SS010421-3 TUBE STL STR-BEN DAVIS-MCCREE 3/312002 32,586 23,933 18,653 356010421-1 CONDUCTORSJHDWE BEN DAVIS/MCCREri 1D/1/1983 %0,042 758,020 182,022 3 5 6 010 4 21-2 CONDUCTORSJHDWE BEN DAVIS/MCCREE 3J372002 759J35 329.324 431-012 3 5 6 010 421-3 C:ONDUCTOR5,*4DWE BEN DAVS/MCCREE 3/312002- 315" 13933 18,653 8,805591 41331,132 4A74,479 S - 4m474,479 Ben Davis•Memo, 350010034-1 BEN-DAVISOLINGERTRANS LAND 30/3J1983 16229 0 16,229 3SS010261-1 TUBE STL STR-BEN OAVS/OLINGER 10/3/1983 92,371 74,485 17,886 3SS010261-1 CONDUCTORSJHDW-c BEN DAVIS-OLINGER 1013,WB3 32,670 25,344 6,326 141270 - 100,829 40A41 S 4DA41 Ben Davis-Olinger 350010026.1 BEN-DAVIS WYNN JOYCE TRANS LAND 10/2119U 34A98 0 34A98 3SS010281-1 TUBE STL STR-BEN DAV/WYNWJOYCE/OLG I0/3,W$3 $56226 690.433 165,792 356010281-1 CONDUCTORS/HDWE BEN DAVIS-WYNN JYC 10/2/190 57525 46,386 1L139 948,248 736,819 211A29 $ 2111429 Bert Davis•Wynn Joyce 191 Attachment 3 Taos Municipal Power Agency Transmission Assets Detail Schedule as of 9/3=015 - Asset ID Asset Description Place in Service Date Cast Basis .LTD Depreciation Net Book Value i _ Asset Facility Amount Net Book Value Asset Facility 35302OD92-1 GARLBEN DAVIS SUB CIR BRK-345KV 1022983 Z802787 2260,079 542.708 3 5 3 010 091-2 BEN DAVIS SUB CIR BRK>345KV 3)92a002 714,633 308,995 405,638 3530IMl-3 GAWBEN DAVIS SUB all.BRK>345KV 30112002 32.586 13.933 18,653 353010092-1 GARUBEN DAVIS SUB CIR BRK<345KV 10,,1/1983 LLIL422 904.279 217,143 3530 OD92-2 BEN DAVIS BREAKERS 9/30/2008 IA07,673 327,S95 2,080,077 353010092-2 BEN DAVIS BAFAKERS 9/302009 063,634 167,652 695,983 353010-D92-2 BEN DAVIS BREA/[=RS 11IWO10 906.736 uy403 795,334- 353010D93-1 GARUBEN DAVIS SUB INSTRUMENTATION 10/1/1983 508,826 410,293 98,523 3 53 01 0 093-2 0 BEN DAVIS SUB:REPL LINE RELAY 913=009 332308 332308 0 353020093-2 GARLBEN DAVIS SUB INSTRUMENTATION 102/1983 53,912 59A89 33,523 3530OD93-3 GARUBEN DAVIS SUB INSTRUMENTATION 31OW002 14.S70 62583 B3.787 353020093-4 GARUBEN DAVIS SUB INSTRUMENTATION 3/3U2002 32586 2.3,933 18,653 - - 353010093-5 GARUBEN DAVIS SUB INSTRUMENTATION 1U/12983 375,231 375,231 0 353010D93-6 GAIUSEN DAVIS SUB INSTRUMENTATION 20/U1983 5e,245 54.245 0 3530100936-5 BEN DAVIS SUB:345 EXPANSION 313WO07 2462268 704.307 VS7,961 353020093-7 RETROFIT FAULT RECORDERS 4/3D/2005 6.710 6,710 0 35302OD93-9 CCVi&PT REPLACEMENT 9/30/2008 148.3E 34,176 116135 353010094-1 GARI/6EN DAVIS SUB SWITCHING APPAR 10/111983 1931A 155,788 37p09 35302OD94.2 GA"EN DAVIS SUB SWITCHING APPAR 3/31=2 53DAi6 229343 30L073 353010094.3 GARUBEN DAVIS SUB SWITCHING APPAR 3131ft002 32.586 13,933 13,653 353010095.1 GARUSEN DAVIS SUB TRANSFORMERS 10411.983 2,890.707 2330,975 559,732 - 353010095.2 GARUBEN DAVIS SUB TRANSFORMERS 3/31/5002 21.824 9,332 12,493 353010095-3 GARVBEN DAVIS SUB TRANSFORMERS 3/312002 32.586 13,933 18.653 35301009E-4 Garland Transformer 9130/2006 2420,863 2420,863 0 353010095-4 Garland Transformer 5/292007 417 427 0 353010096-1 GARUBEN DAVIS SUB STRUCTURES 10/1/1983 L709,920 2.378,826 33L094 353010096.2 GARUBEN DAVIS SUB STRUCTURES 3)91/2002 429,728 185,807 243,921 353020096-3 GARUSEN DAVIS SUB STRUCTURES 3/3=2 32.586 23,933 18,653 353010096-c BEN DAVIS.CAPAQTOR RELAYING _ 12/3U2006 581086 17,044 41.041 3 53 010 097-1 GARI/BEN DAVIS SUB GROUNDING SYST 30/1/1983 115,509 93,142 22,366 353010097-2 GARUBEN DAVIS SUB GROUNDING SYST 3/312002 78,728 33,662 45,066 353010097-3 CARLIBEN DAVIS SUB GROUNDING SYST - 3IM002 - 32.596 13.933 18,553 353010098.1 GARUBEN DAVIS SUB CONTROL HOUSE 10/1/1983 740,452 597.076 143,375 353010D98-2 GARUSEN DAVIS SUB CONTROL HOUSE 3/311LD02 205,588 88,074 117,924 353010098.3 GARUBEN DAVIS SUB CONTROL MOUSE 3/312002 32.SB6 13,933 18,653 353010099-1 GARUSEN DAVIS SUB MISC EQUIPMENT SO/I/1983 214.311 270,394 40,916 353010D99.2 GARUSEN DAV65UBMISC EQUIPMENT 3/312002 4.351 2.860 2,491 353010099.3 GARUBEN DAVIS SUB MISC EQUIPMENT 3/31=2 32586 13933 38.653 3 53 01009 9-4 NERCSUBSTAMONSECUFM 4/102007 34,775 34,775 0 - 2L851115 13,978a$S 7,872.930 S 7,fi72.930 Bea Davis Sub 353010289-1 MCCREE SUB-INSTALL CAPACITORS 5/12007 312597 86,717 226,280 353010289-1 McCree-Instal]Capacitors 5/31/2008 75,067 18,398 56.669 353020401-1 MCCREE/CENTV SUB CIR BILK-345LV 3812002 815542 354529 46SA13 353010401-2 MCCREE/CENTV SUB CIR BRK>B45KV 3B3/2A02 32586 113,933 18,653 353010402-1 MCCREEICENTV SUB CIR BRK<345KV 3/31=2 86R57 361966 49.451 353010402-2 MCCREE/CENTV SUB CIR BRK 4345KV 3/312002 32586 13.933 M653 353010403-1 MCCRE£10ENTV SUB INSTRUMENTATION "J/2002 247,164 106,870 W,294 353010403-2 MCCREE/CENTV SUB INSTRUMENTATION 3/321=2 32.586 33.933 18AS3 353010404-1 MCCREE/CENTV SUB SWITCHING APPAR 3131/2CO2 728142 314,537 413,305 353010404-2 MCCREE/CENTV SUB SWITCHING APPAR 3/31/2002 32.596 33,933 18.653 3530104OS-1 MCCREE/CENTV SUB TRANSFORMERS 3/31,002 2369.290 1,024,442 3,344,848 353010405-2 MCCREE/CENTV SUB TRANSFORMERS 3/312002 32586 13.933 18.653 35301D406.1 MCCREE/CENTV SUB STRUCTURES 3/312002 720.978 397,415 403,563 353010406-2 MCCREE/CENTV SUB STRUCTURE 3/32/2002 32.586 33.933 18,653 SS3010407-1 MCCREE/CENTV SUB GROUNDING SYST 3/312002 L",074 58;-81 77,8% 353010407-2 MCCREE/CENTV SUB GROUNDING SYST 3/314002 32.586 13,933 18,553 353010408-1 MCCREE/CENTV SUB CONTROL MOUSE 3/312002 781.045 337,711 443334 353010408-2 MCCREE/CENTV SUB CONTROL MOUSE 3/31I2002 31586 13933 1&653 353010409-1 MCCREE/CENTV SUB MISC EQUIPMENT 3/312002 95,349 40,768 54,581 353010409-2 MCCREE/CENTV SUB MISC EQUIPMENT 3/312002 32586 131933 28,654 353010409-3 MCCree Centen4e-Rate Funded 9202005 125,089 125,089 0 353020409-4 NERC SUBSTATION SECURITY 4/102007 33,596 33,556 0 6,814A66 2,970,914 3,343,552 S 3,B43,S52 - McCree Sub 355010521.1 TUBE STL STR-MCCREE C-eNTERVILLE 3/312002 1,836R97 794,071 L042,426 355010522-2 TUBE STL STR-MCCREE CENTERVILLE 3/312602 32,585 13,933 18,653 3 560 10 5 21.1 CONDUCT/MDWE MCCREE/C£NTSWILLE 3/312DD2, 664,740 287,423. 377317 3 56 010 521-2 CONDUCT/HDWE MCCREE/CENTEAVILLE 3/312DD2 3ZS86 13,933 18,653 2566,410 LIOU359 3.,4S7,050 $ 2X7,050 McCree-Centervr9e 192 Attachment 3 Texas Municipal Poser Agency Transmission Asset-Detail Schedule as of 9/30/2015 Asset ID Asset Description Place In Service Date Cost Basis LTD Deprecation Net Book Value Amount Asset Facility -Not Beek Value -Asset Facility 353010042-1 GARL/OUNG SUB CRBREAKERS c345KV 10AA983 96,069 69A04 16,665 353010043-1 GARL/OLrNG SUB INSTRUMENTATION 1OM983 19,673 15,864 3.809 353010044-1 GARL/OLING SUB SNITCHING APPAR 10/I/1983 29.520 23.796 5.714 353010046-1 GARLAND/OLINGER SUB STRUCTURES 10/I11983 68,855 55,523 23,333 353010048.1 GARVOLWG SUB CONTROL HOUSE 10/]/1983 22,132 17,846 4,285 353010049-1 GARL/OLrNG SUB MISC EQUIPMENT 10/l/1983 4,918 31966 952 353020069-2 OUtt'GER 138 W BREAKER 8050 REPLACEMENT 9/3W009 IUA22 35,80 148,622 35302OD69-2 OUNGER 138 W BREAKER REPLACEMENT 9/30/2022 4,058 422 3,635 419.637 222.621 197,016 S 197,016 011119er Sub 350020016.2 BEN DAVIS-ROYSE/ROYSEALLEN LAND 10/lam 788,364 0 78&384 354D10030-1 BEN DAVIS-ROYSE 238 kV UPGRADE 11120R006 2556,604 768,523 L786,081 35WI0030-2 Ben Davis-Royce 138 kV tine rebuild 513WOOB 2A38 706 Z132 354010030a 8£N JAMS-BOYS£138 kV LINE REBUILD 3/31/2010 187 33 154 - 35W10031-1- IATT STL STRUCT-BEN DAV/ROYSF/R ALLEN 10/1/1983 3,164,329 2,6041918 559,412 35501003i-1 TUBESTL STRUCT-BEN DAVIS/ROYSE/R AL.N 10/111933 W8,395 506,718 12L677 356020030-1 BEN DAVIS-ROYSE 338 kV UPGRADE 11/2W2006 2556,604 768,523 L768.081 356010031-1 CONDUCTORS/RDWE BEN DAVIS/ROYSE/AL 10/irA963 12291358 991293 238,065 - 10.926,699 5,640,713 5285,986 $ 51285,986 It"WABeo-Ben Davis 356030D31-2 BEN DAV1SAMSE 345 kV UPGRADE 6/8/2007 420,335 116A56 303379 35SM0032-2 Ben Davy-Royce 345 fro-up9nde capacit 5/31/2008 4,133,786 L0IZ671 3,129,116 4552121 1.'-29,126 3A22,995 S 8,42?PBS Royce-ben Dam - Miscdlaneous 632282 420,667 2n,616 632282 420,667 21L616 S 211,616 MisuBaneous Sub-Total SX959,934 30,907,137 27,082,797 Location-Greenville 353010040-1 CAP ROCK PRUITT SUB 1'J30/2006 2.7M.22 51L362 L189,760 353010040-2 CAPR=SUBSTAMON 5/1/2008 240,791 35322 1105A69 353010040-3 CAPR=-NEWSU657ATION 9/3WW9. 219218 43107 276111 353010040-3 CAP ROCK-NEW SUBSTATION 91=011 5925 617 5,307 2A67.056 590A10 1.476,647 S 1,476,647 Cap Rock Pruitt Sub 350010044.1 GREENVILLE INTERCHANGE SUB LAND 10/LL983 SOAQ 0 50.848 35301OM-2 Breaker Installation at Greenville Subst 10=904 210,D41 220,041 0 353020063-1 GREENVILLE INTERCHANGE SUB INSTAUMT 30/1/1983 SU19 42592 10227 353010063-2 CM 8t P7 REPLACEMENT FYDB 9/30/2012 50,686 3,903 46,783 35301OD64-1 GREENVILLE SUB SWITCHING APPAR 101VISS3 78458 63,024 1511M 353010065-1 GREENVILLE SUB TRANSFORMERS 10/1/L983 L670,0d9 1346,675 323,174 353010066.1 GREENVILLE SUB STRUCTURES 10/34983 449A71 362391 87,020 _ 353010D67-1 GREENVILLE SUB GROUNDING SYSTEMS 20/2/1983 29,539 25,756 3,783 3530IM63-1 GREENVILLE SUB CONTROL HOUSE 10/1/1983 =633 2521098 60536 353010069-1 GREENVILLE SUB MISC EQUIPMENT 20/1/1983 78,158 63,024 25,134 3530100623 GNIN Sub Cir 9rk/Switch<3SSkV 6/11/2D15 486,026 41059 48L%7 353010063 Greewlielmerchange(10)Relay Panels 6/7.3/2015 MOA72 8,020 952,452 4AISA41 23T-.583 2,047259 S 2047,259 Greenville Slum Sub 350010032-1 OLWG-eR-GREENVILLE DIESELTRANS LAND 104IM93 177,841 0 177.841 177.841 0 177,841 S 277.841 Olinger-GreemBk Diesel - 350010002-1 OUNGER-GREENVILLE TRANSUMON LAND 10/L1983 442272 0 442272 350010002-2 13&V OBnger-Greemtlle Reconstr Land S/31/2013 137.129 0 137,129 353010022--2 GmerM[le-0Iinger Replace H Frames 5/32/2008 376,780 92,3d6 2K434 354010021-1 LATTICE STEEL STRUCT-0UNGER/GREENV 20/1/1983 563.592 4SU50 208,742 35401002/2 138kV Olinger-Greenville Recorutr Poles S/31l2013 10A23,269 621309 9ADL960 354010022-1 WOOD H-FRAME STRUCT.-0UNGER/GREEN 10/1/1983 80,711 69.921 16.750 356010021-1 CONDUCTORS/HDWE OLWGER-GREENVILLE 1O1213.983 95LU5 799.309 193.936 356010021-3 138kV Olinger-Greenville Rmnst ucnon 5/31/2013 3.S16.8B2. 236,596 3,580=7 16,435,880 2,272331 14,163,50 5 14.163,549 . Olinger-Pruitt Cap Rock 328% S 1=934 Olinger-Pruitt Cap Rock Pratt Cap Rods-Greenville Steam 87.2% S 12,350,635 Cap Rock Pruitt-Graem ile Steam 35601OD21-2 FIBER OPTICINSTALL.-GREENVIlIE PRUITT 6/L8/2007 69,913 19,370 50,543 356010021-2 Greenville-Pruitt line 5/31/2008 33,641 9,299 24,342 103,554 29,669 74.986 S 74,886 Cap Rock Pruitt-Greenville Steam 193 Attachment 3 Texas Municipal Power Agency Transmission Assets Detail Schedule as of 9/30/2015 Asset tD Asset Description place in Service Date Cost Basis LTD Depredation Net Book Value Amount Value Facility Net Book Value Asset Facility 350010010-1 ROYSE-GREENN1LE TRANS LAND 10/1/1983 234.178 0 234,173 3 5 5 010 2 21-1 TUBE Sn STR-ROYSE-GREEW STEAM DIES 101311983 2,941805 2372,179 569,626 355010221-2 Greemt0e Line Reroute-Poles 6/30/2014 519,295 17,310 SOL98S 356010221-1 CONDUCTORS/HOWE ROYSF-GREEN DIES. ICW983 1,370,305 1304971 265d34 3 5 6 010 2 2 1-2 Gre—ill.Ltae Reroute-Wire 5/30/2014 95,810 3,194 92617 5,16L393 3A97,653 2,663,740 S 2,663.740 Royce-Shelby 86% $ L430,817 Royce-Shelby Shelby-Gteemille Steam 14% $ 232,924 Shelby•Greenville Steam T13006 GreemlBe to Shelby Line(FERC US) 1131592 9A56 L122,136 2.13LS92 9A56 L122.136 S 1122.136 Shelby.Greenvillesteam 350010051-1 Shelby Substation-land 3=010 737,100 0 737.100 35D010051.2 Shelby Substation-Easements 8/31/2010 SSBA36 0 SS3A36 353010071-1 SHELBY SUBSTATION&138 LINE 8/252008 12A05,034 2,932,097 9A7Z936 353010071-1 Shelby Substation&138 W line 9/302021 M 205 86,868 764,337 3530100711 Shelby Sub Equipment 9/12014 40,662 L099 39,563 3 5 3 010145-4` West Denton Sub:Purch.autotransformer 1011MM ;,450,00D 397,098 I-OSZ902 16,037,436 3A17,163 12.620,273 S 12,620,273 Shelby Sub . 355010223.1 Ne cla-Shelby Tubular Steel Struaures 9=01A 319AU 6,648 311235 356010223.1 Ne da-Shelby Conductors and Hardware 9=03.4 7S&233 2L581 776,652 L11&117 30230 1087.887 S 2,097,897 Neveda-Shelby 3560102271 Rcyse-Nevada Conductors and Hadware 9/1201i M274 L900 68,374 70,274 1,900 6&374 S 64374 Royce-Nevada Miscellaneous 82uso 540136 27L714 3=950 540,136 272,714 S 272,714 30fscellaneous Sub4otal 47,533,835 12,759,529 34,774,106' Total 277370,042 127575.309 154,$94733 - 194 Attachment 3 Texas Municipal Power Agency Transmission Assets Derail Schedule as of 9/30/2015 Place in Service LTD Depreciation Asset ID Asset Description Date Cost Basis Amount Net Book Value Miscellaneous: 350010046-1 MISC SMALL SUBSTATIONS LAND 10/1/1983 11,247 0 11,247 350020006-3 CRANE(FERC 353) 10/1/1986 108,121 90,807 17,314 353010072-1 MISC SMALL SUBST.QR,BREAK 4345KV 10/1/1983 316,252 255,016 61,236 353010073-1 MISC SMALL SUB INSTRUMENTATION 10/1/1983 85,203 68,705 16,498 353010074-1 MISC SMALL SUB SWITCHING APPAR. 10/1/1983 31,519 25,416 6,103 353010075-1 MISC SMALL SUB TRANSFORMERS 10/1/1983 673,489 543,081 130,409 353010076-1 MISC SMALL SUB STRUCTURES 10/1/1983 181,236 146,143 35,093 353010077-1 MISC SMALL SUB GROUNDING SYSTEMS 10/1/1983 7,880 6,354 1,526 353010078-1 MISC SMALL SUB CONTROL HOUSE 10/1/1983 126,077 101,665 24,413 353010078-2 CONTROL HOUSE 10/1/1983 15,105 15,105 0 353010079-1 MISC SMALL SUB MISC EQUIPMENT 10/1/1983 31,519 25,416 6,103 353010309-1 SUBSTATION MISC EQUIP 10/1/1983 981,715 791,624 190,091 353010329-1 GENERAL SUBSTATION EQUIPMENT 11/1/1992 82,972 82,972 0 356010621-1 TRANSMISSION LIFE ASSESSMENT STUDY 6/30/2003 96,359 37,840 58,520 T11002 Engineering Studies and Assessments(FERC 106) 9/1/2012 398,934 30,567 368,368 Renewals and Replacements 9/30/2015 461,580 180,550 281,030 3,609,210 2,401,260 1,207,950 Allocation to Location: Bryan 1,288,076 856,976 431,100 Denton 877,002 583,482 293,520 Garland 632,282 420,667 211,616 Greenville 811,850 540,1.36 271,714 3,609,210 2,401,260 1,207,950 Allocation 40: NBV % Bryan 54,741,559 36% Denton 37,271,450 24% Garland 26,871,182 18% Greenville 34,502,592. 22% 153,386,782 100% 195 Attachment 3 Twos Municipal PowerAgeneySchedule D General Plant Assets Detail Schedule as af9/301201S A sat ID Asset Description Place:in Service Date Cost Basis LTD Depredation Amount Net Book Value 389010005-1 FEE SIMPLE LAND-PLANT&LAKE 10/1/1983 Z2582,901 0 22M2,901 22,582,901 0 22,582701 390010020-1 BOATRAMP 10/1/1W3 31611 2,783 828 390010025-ZS MAIN OFFICE BUILDING 2D/3f1983 3,227.525 3,227,525 0 39001002530 PAVEDSURFACES OTHERTHAN ROADS 10/2/1963 59,912 59,912 0 99001002541 PAVED SURFACFSOTHER THAN ROADS 30/1/19&3 85,635 85,635 0 390010025-32 PAVED SURFACES OTHER THAN ROADS 10/1/1983 Loll 1,011 0 39MI0025-33 MISC SITE&IMPROVEMENTS 10/1/1983 46,408 46,408 0 390010025-34 MISC SITE&IMPROVEMENTS 10/1/1983 2$,791 28,792 0 390030025.37 ENVIRONMENTAL COMPLIANCE PROJECT 10/1/1983 10&396 108,396 0 39OD10025-39 TMPA FAQLt1Y RENEWAL PROJECT 1WI20S 73,424 78,424 0 3SOD10025-40 POWER PRODUCTION BUILDING REMODEL 13I711005 283,925 283,925 0 390010025.41 FYOS Facility llenewats project-HVAC 11/30/2W7 22,436 22,436 0 39OD10025.5 WHSE fil FDR ELECTRICAL PARTS 10/1/1983 27,SW 27,580 0 390010030.1 Gibbons Creek Park Facility Upgrade 2013112W 198,373 399,373 0 390010025-7 PLANT SITE WHSE&OFFICE COMPLEX - 1D/1f1989 109 68 - 42 - 390010025-28 DOMESTIC WATER SUPPLYSYSTEM 10/1/2983 31Z56 2A97 2,159 - 390010025-2 MAINTENANCE BUILDING 2O/1/1983 91009 5,589 3,419 390010025.36 ENVIRONMENTAL COMPUf aPROJECT 10/1/3983 10.743 6,153 4,535 390MOO25.38 PLANT STORAGE WHSE 94&5 10/1/1983 15.40S 8,575 6,830 390010D25-26 MISC SITE&IMPROVEMENTS 10/1/1983 4OA41 23.892 26,949 390010025-6 PLANTSITE WHSE&OFFICE COMPLEX 10/111w - 43,254 14,033 27,222 390010025-8 PLANT SITE WHSE&OFFICE COMPLEX 10/1/1983 Z7,688 35,412 12,276 39001002E-24 OTHER MINOR BLDG&STRUCTURES 10/1/1983 77,533 26,373 $2,150 390010025-3 MAINTENANCE BUILDING lo/1/1983 55.076 30,657' 24A39 39001002E-25 ROADS 10/1/2993 90,912 30,923 $9,988 39001OD25.12 LAND&TRAINING BUILDING FOUNDATION 20/1/1983 S4,044 41,652 - 22,392 39001002SS1 DOMESTICWATER SUPPLY SYSTEM 10/1/1983 148,218 99,277 48,941 390010025.22 PAVED SURFACES OTHER THAN ROADS 10/1/19&3 IDZ777 127,5S8 6S,Z20 39DO1002S-14 BRIDGE 10/1/19M 181,541 139.919 41,628 39001002535 RESURFACING OF AGENCY ROADS - 5/31/2998 248,128 145,310 102,800 390010025.27 DOMESTIC WATER SUPPLY SYSTEM 10/2/2993 399,807 257,997 241,810 390010025.IS PAVED SURFACES OTHER THAN ROADS 10/1/1983 467,295 360.143 107.152 390010025.17 SANITARY SEWER SYSTEM 10/l./1983 473,148 364,6S4 108,494 390010025-10 OTHER MINOR BLDG&STRUCTURE S 10/2./1983 2,172,561 448,SD9 724,053 39001002E-9 PLANT STORAGE WHSE a4&S 10/1/1983 620,825 478.468 142,357 390010025.20 DOMESTIC WATER SUPPLY SYSTEM 10/1/1983 690,40 532,142 158,326 39002002E-23 SWOGE 20/1/1983 1,236,834 509,912 426,923 390020025-11 MAIN OFFICE BUILDING 10/1/1983 2,277,947 1,755,607 522339 3 9 0 010 025.4 PLANT SITE WHSE&OFFICE COMPLEX 30/1/1983 2A40,204 1,880,6$9 559,545 3 90 010 025.1 MAINTENANCE BUILDING 10/3/3983 4,994,574 3,849,305 1,145,269 390010025-19 YARD LIGHTING SYSTEM 10/1/1983 5,790,533 4,462,748 1,327,785 390010025-13 SITE DRAINAGE SYSTEM 10/2./1983 5.980,290 4,608,993 1,371,296 3900=25.16 ROADS 10/1/1983 7,844,221 6,045,520 1,798,701 390010025.28 MISC SITE&IMPROVEMENTS 1012./1983 15,289328 11.783.599 3,505,930 55,046,785 42,516.951 12,529.838 391D10005-1 OFFICE FURNITURE 10/2/1903 191A04 147,668 43,937 39101000E-2 OFFICE FURNITURE 30/1/1983 69,857 69,857 0 391D10005-4 OFFICE FURNITURE 9/30/1997 273,628 273.628 0 391010005-5 CANON COPIER-ACCOUNTING DEPT 2/29/2000. SA50 8,450 0 391D1DDOS-6 CANON COPIER MODEL 6545 4/30/2001. 6,300 6,300 0 39103LOWS-7 PURCHASE OF PRINTER/SCANNER 6/30/2001 33,645 33,645 0 391010005-8 CANON COLOR COPIER 3/24/2004- 26,796 16,796 0 391010010-10 DRAFTING EQUIPMENT 10/1/1983; 26505 26,505 0 3 9 10 100 10-11 MICROFILM EQUIPMENT - 30/1/1983 33AW- 33,686 0 391010010.13 PORTABLE FAULT RECORDER _ 10/1/19133. 14,5DO 14$DO 0 391010010-18 PURCHASEOFPRINTER 10/1/1983- 6,425 6,425 0 39101001E-19 Financial Software Upgrade-Great Plains 4/19/2004. 326,843 316.843 0 391010010-2 COMPUTER EQUIPMENT 10/1/1983. 7,097 7,097 0 391D10OZO.20 Maintenance Software Betterment Project 513111008 799,886 799,886 0 39101001E-21 ITASSET UPGRADES 9/30/2009 W,084 9KO84 0 391010010.21 ITASSET UPGRADES 3/33/2010 16,081 16,081 0 391D10010-22 Purchase new document management system 9/30/2010 74,757 74,757 0 391010010-Z2 DOCUMENT MANAGE MENT SYSTEM 2/28/2011 93,755 93,755 0 391010010.23 Document Management Project 9/30/2011 6,497 6,497 0 391010010.3 MICRO COMPUTER 10/211983 10,868 10,868 0 391010010.4 COMPUTER EQUIPMENT 10/2./1983 20,045 20,045 0 39101DO10.5 35MM SLIDE EQUIPMENT 10/1/1933 5,726 5,726 0 391010010-6 COMPUTER EQUIPMENT - 10/l./1983 504,437 SO4,437 0 391020010.7 UNITIZATION PROJECT - 10/1/1983 30,887 30,887 0 391020010.8 COMPUTER EQUIPMENT 10/1/1993 1215Q 12,540 - 0 391010010.9 COMPUTER EQUIPMENT 10/2./19g3 51162 5,162 0 39101DOOS-3 OFFICE FURNITURE 10/1/1983 16,492 - 5,610 10,882 _ 39101001E-4 DCS PROJECT 9/30/1998 34,182 23A15 10,767 391010010.22 Software associated with Doc.Imaging sp 9/30/2010 76,617 76,617 0 391010DIS-2 PROCESS COMPUTER 10/1/1983 79,242 79,242 0 391010010-12 COMPUTER EQUIPMENT 10/2/2983 364,978 124,146 240,831 196 Attachment 3 Texas Municipal Power Agency - General PlonrAssets Detod5chedule asof"0/201S ASStttID Asset Description_ PhecinServiceDate Cost Basis LTD DepredatiOnamount Net Book Value 391010015-1 PROCESS COMPUTER 10/1/1983 507,9I8 507,918 0 391010010-1 COMPUTER EQUIPMENT 10/1/1983 L447,154 553,541 893,612 392010015-3 DEVELOPMENT OF DCS SYSTEM 10/1/190 5,230,913 4,041,843 LM,070 11,247,559 8,858,459 2,389,100 39201000E-041 PURCHASE NEW TRUCK FOR 4B 2/28/2WS 17,773 17,773 0 39201000E-2 1993 GMC DUALLY 3C TAG p8253 V4 020 10/1/1983 14,410 14,410 0 _ FORD DIGGER TRUCK 4D-TAG#SSG1 S/20/1998 22500 22,500 0 39201000E-22 3.999 DODGE TRUCK CSC-TAG N6511 VW&320 9/30/19" 19,903 19,903 0 392010D05.23 1999 DODGE THUCK48 TAGNW12 VN6757 9130119" 20,342 20,342 0 392010005.28 2002 DODGE TRUCK-SC-TAG,"8S57 VN3300 01/2092 25,736 25,736 0 . DODGE TRUCK-41)TAG 48555 VW3307 1/32/2002 19,829 19,829 0 392010005.3E 2002 DODGE TRUCK SG-TAGN8562V49993 3/31/2002 23,S17 13,517 0 CHEVY TRUCK4D-TAG N8561 V92508 6/27/2002 19,791 19,792 D 39201000S32 2002CHEWTRUCK-3C TAG W8560 V43239 6/27/2092 16,984 16,964 0 392010005.33 2002 CHEWTRUCK-SH-TAG W8S63 VN8179 7/31/262 25,675 25,675 D FORDTRUCK 4D TAG 88S6d V96417 9/30/2002 19,194 18,194 0 - 392010005.35 2003 CNEWTRUCK3GTAGNffi72 V93522 2/27/2003 14,198 14,198 D _ 392010005-36 20D4 CHEVY TRUCK 5C.TAGN8582 V86083 11/38/2003 12,209 22,209 0 392010DOS-37 2004 CHEVY TRUCK-SF TAGRBS33 VW6088 IVW2003 15,001 15,001 0 39201000538 20D4 FORD TRUCK-V08496,TAGM87 2/29120% 16,653 16,653 0 FORD TRUCK-VOWS,TAGM89 2/29/2004 24,153 24,153 0 ' 3920INDS40 2004 FORD TRUC4-11CIS61-M TAGUS88 3/24/204d: 16,587 16,587 0 FORD TRUCK FOR 4D-V0/398 2/28/2005 24,451 24A51 0 - 392010005.43 2005 CHEVY TRUCK FOR SF-V44521 2/28/2005 151001 15,001 0 392MG005-44 2005 FORD TRUCK FOR 3C-V81461 2/28/2005 14.654 14,694 0 FORD TRUCK FOR 4D-V42779 2/2812WS 21,438 22A38 0 3920100054.E ADDITIONAL COST ON GDTRUCK 5/32/2005 349 30 0 392010GD546 ADDITIONAL COSTS ON 40 TRUCK - 5/31/2005 330 830 0 39201000S47 2006 FORD FOR 51-V82280 6/29120% 14,840 14,840 0 392MDODS-48 2006 CHEVYTRUCK FOR SC-VS7200 6/2912DU 12AW 12,604 0 392010DOS49 2006 CHEVYTRUCK FOR 40-V43861 -6M12006 33,143 19,/45 0 392010005.51 2006 FORD MUCK FOR 4D-VW37 6/29/2006 17.742 17,741 0 392010005.52 2007 FORD FOR SF.Va4200 4/30/2007 18,670 18,670 0 FORD FOR SC-V42443 4/30/2007 22,508 22,508 0 39201000S-54 PURCHASE NEW 3/4 TON CHEVY FOR 4D 4/30/2007 39,743 19,743 0 39201OWS-55 2007 CHEW TRUCK FOR 4D-V97014 4MI2007 33,743 19,743 0 392010005-56 PURCH.NEW POOL VEHICLE-04EVYSURSURBAN 4/30/2007 29,015 29,025 0 392010005-57 PURCHASE NEW 112 TON TRUCK FOR 3D 4/30/2007 15,699 15,699 0 392010005-SS 2007 CHEVY TRUCK FOR 40-Va4555 4/3012D07 16,644 16,644 0 FORD TRUCK FOR 4D.UCC106-329 4/30/2007 22,949 22,849 0 CHEVY TRUCK SC-TAG R8707 Va4953 10,12 983 17,260 17,260 0 392010005.60 Purchase truck for transmission crew 6/30/2009 29,622 29,622 0 3 920 100 05-61 Purchase truck for transmisvon crew 6/30/2009 20,051 20,051 0 3 92 01000 5.62 Purchase truck for transmission craw 6/30/2009 20,051 20,051 0 392010005-63 Purchase truck for transmission crew - 6/30/2009 24,552 24,5S2 0 39201D005-64 Purchase truck far transmission crew 6/30/2009 23.048 23,048 0 39201000535 Purchase Wtor for Operations 6/30/2009 9,830 9.830 0 39201DOGS-66 Purchase Gator for Operations 6/30/2009 6,160 61160 0 39201000547 Purchase truck for safety Dept 6/30/2009 28,390 28,290 0 392010005-W Purchase truck for Land/Reclamation 6/30/2009 23,475 23,475 0 39201OD05-69 Purchase suburban for Safety Dept 12/32/2010 29,864 29,864 0 392010005-70 Purchase 2020 ChevyT2hoe4ral Senic W3112010 30,081 3D,081 0 - - 392010D05-71 Purchase new truck for transmission dept 9/30/2012 25,202 2S,202 0 39201OD05-72 Purchase new truck for transmission dept 9/30/2012 22,639 22,639 - 0 392010005-73 Purchase new truck for transmission dept 9/30/2012 22,639 22,639 0 392010005-74 Purchase newtruck for transmission dept 9/30/2012 22,289 22,299 0 392010005-75 Purchased mmtruck for trap ission dep 9/30/2014 23A62 2.3,462 0 392010005.76 Purchased new truck for transmission dep 9/30/2014 23A62 23,462 0 INC BUCKETTR 4D-TAG 48133 VND1327 6/30I99S 91.000 91,000 0 392010015.2 4 WHEELER FOR LAKE USE 9/30/2002 6,036 61036 0 39201001S3 Purch.of 24-Wheelers for transmisoon 9115/200S 9,979 9,878 0 392010020-1 JOHN DEER 6K4 UTILITY VEHICLE 9/16/2003 7.680 7,680 0 392010020-2 IONN DEERE GATOR.SF 2/29/20D4 7.680 7,680 0 39201OG20-3 JOHN DEERE GATOR-3C 2/29/2004 6,37S 6,375 0 3920100204 John Deere Gator 9115120M 6,166 6.166 0 BSG020010.1 POLETRAILER - 10/1/1986 10$67 9.211 2,756 BS0020004-1 TRANSMISSION ROILING STOCK 10/2/1986 34,346 28,846 5,S00 BS002OD04.2 TRACTOR FOR TRANSMISSION DEPT 10/1119W 14,450 14,45E 0 350020012-1 GAS RECLAIMING UNIT/TRAILER - 4/30/2G02 3,500 31500 0 392010ODS-11 2985 GMC FIRETRUCK-5F TAG 9427SV920SS 7/8/1985 151000 15,000 0 392010ODS-13 2987 FORD DUMPTRUCK-SG TAG a4330 VN5606 12/1/3986 23,845 23.845 0 3,279.219 %270,963 7,256 394010005.1 DIESEL PUMP&ACCESSORIES 10/1/1983 235,263 104,247 31,016 39401GOGS-10 PORTABLE GASWELDING RIG - 10/1/2983 7,934 7,934 0 394010005-11 BATTERY GROUND FAULT LOCATOR - 10/2/1983 7501 7,501 0 394010005-12 SURVEY EQUIPMENT, 10/1/1933 8,358- 8,358 0 394010005.35 14YDROLASER REPLACEMENT 10/1/1983 70,111 70,111 0 197 Attachment 3 Toms Municipal Power Agency General Mont Assers Derail Schedule as of 00/20I5 Asset lD Asset Description - Place in 501110e Date cast Basis LTD Depreciation Amount Netgookftue 39401000546 PULSAR RELAY TEST SET 10/1/1983 48,000 48,000 0 394010005-27 PLANT KITCHEN EQUIPMENT 30/1/1983 4,752 4,752 0 - 39401000S.18 BREAKER TEST SET 10/1/1983 17,760 17,760 0 394010005-8 ELECTRIC MOTOR SURGE TE5TEA 10/1/1983 12427 22,427 0 394020DOS-9 THERMAL IMAGING SYSTEM 10/1/2983 9Ao 9,500 0 394010005-20 GAS&DIESEL PUMPS AND TANKS 30/1/1983 16,328 12,594 3,744 394010D05.14 TOOLS AND SUPPLIES 10/1/196 39.100 13,300 25,800 394010005.E PLANT KITCHEN EQUIPMENT 10/1/1983 21,927 17,043 0,873 39401000E-13 SHOP EQUIPMENT 10/1/1983 59,989 40,281 29,808 394010005-2 ELECTRIC MOTOR FIRE PUMP 10/1/2983 135,263 104,247 31,016 - - 394010D0S-3 MISC PUMPS&FIRE PRDTECr1ON 10/1/151a 135,263 204,247 32,026 39UIODOS-7 MISC PLANT EQUIPMENT 10/1f1983 2121755 163,970 48,785 394010005.19 UNDERGROUND PIPING AND 14YORANT 10/1/1983 1,923,685 1,482579 441,206 394010005.5 TOOLSANOSUPPLIES III/1/1983 2,22A,247 1,714,221 520,026 3940100054 SHOP EQUIPMENT 1D/1/lm 2,786,576 2.147,607 638,969 7,676,129 6,090.SG9 1,796,160 39601WO5.1 1985 BOOM TRUCK UC1463-765 10/1/1983 1OZ972 79,360 23,612 2OZ972 70,360 23,612 397010005.2 DENTON STEAM MICROWAVE 10/1/1983 123,308 91,200 27,128 3970100053 DENTON STEAM MICROWAVE 1D/1/1983 53,475 53,476 - 0 3970100IS-2 GARLAND-NEWMAN MICROWAVE 10/1/1983 75,639 75,639 0 3 97010 0 2 5.2 Microwaveknefrom GCto Atkins 5/21/2007 21,123 21,123 0 397010025-2 MICROWAVE LINE FROM GCTO ATKINS 5/21/2W7 22B54 22,954 0 3970100703 ROLM PHONE SYSTEM 3/27/1997 7SA89 75,889 0 3970100704 REFURBISHMENT OF PLANTGAL-TRDNK55YSr. W11200S 1481740 10,740 0 3970IM70-S TelephonaSystem Replacement 5/32/2008 303,459 103,459 0 39701D070.2 COMMUNICATLONSYSTEM 10/1/1983 7,554 2,569 4,985 -3 9 7010 020.1 GARLAND-OUNGER MICROWAVE 20/1/2983 13,SS7. 10,448 3,109 39701003D-1 MERIT(HUNT COUSM MICROWAVE 20/1/2923 15,071 21,616 31456 397010040-1 BRYAN-DANSBY MICROWAVE 10/1/1983 28,880 22,257 6,622 397010020-1 GREENVBIE STEAM MICROWAVE 20/2/1923 45,633 35,169 20,464 39701006D-1 WACO-BEPCMLCROWAVE 2D/1/1983 77,725 59,903 17,823 3970300454 BRYAN,ATXINS MICROWAVE 10/1/1983 12$226 98524 29,403 397010055.1 LEWISVILLE IOtI1 MICROWAVE 1D/1/1993 194,058 149,560 44,498 39701001E-1 GARLANO-NEWMAN MICROWAVE W/1/1923 229,216 176,056 52,560 397010025-1 GCSES MICROWAVE 10/1/19983 462ASI 356,718 106,1a3 397020070-1 COMMUNICATION EQUIPMENT 30/1/1983 642,217 494,294 147433 2,453,57E 2,000,364 453,212 39901DOOS-1 DIESEL GENERATOR 2011/2933. 424,777 327,374 97,403 3 99010 0 0 5-2 MAIN PLANTUPS 10/1/1923 224381 172,930 S2AS1 3980100053 MAIN PLANT UPS 30/1/1983 70,975 47,999 22,976 3 6 1010 0 0 5-1 Transmission 5yste nPhotography 1, VZO07 34,218 34,818 0 361010005.2 Transmission5ystem Photography V31/2007 34,419 10,005 24,424 789,370 593,126 196,243 399010005.1 ROAD IMPROVEMENTS 10/1/1983 2,601,650 2,005,085 596,56S 3990100ID-1 DRAGUNE FENCING&SECURITY 3/27/1997 84,131 84,131 0 399020015-1 MOWER USED FOR GROUND MAINTENANCE 9/30/2002 7,287 7,197 0 399010015.2 PURCHASE MOWER FOR GENERALSERVICES 6/29/2006 9,563 9,563 0 3990100153 PURCHASE NEW MOWER FOR LAKE-31) 4/30/2007 9,292 9,292 0 399010015-4 Purchase mower for lake use 12/32/2010 17,479 12A79 0 - 399010015-S Purchase new mower for lake 9/30/2012 9,996 9,996 0 2,734,298 2,237,733 596,S65 Totals 204,112.412 63S47S25 40564,887 198 Attachm nt 3 - m oG ^ mP^. logo ^. o D n N o d.10.E N N n e N»N.. 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Entity") and a , as escrow agent(the "Escrow Agent"). RECITALS A. TMPA and the Cities are parties to identical Power Sales Contracts and have entered into a Joint Operating Agreement("Joint Operating Agreement")to address operations of the TMPA in matters other than the purchase of Power and Energy and to provide for the mutual rights and responsibilities of the parties as to the operations of the Agency, including asset management, decommissioning, environmental remediation, indemnities,and the winding up of affairs of the Agency upon dissolution, as necessary and appropriate and consistent with Tex. Util. Code Chapter 163, Subchapter C-1; B. The Joint Operating Agreement provides for the TMPA to adopt a plan for the decommissioning of the Gibbons Creek Plant; C. The Joint Operating Agreement provides for the creation of a Decommissioning Escrow Agreement to pay the costs of decommissioning pursuant to the Decommissioning Plan. AGREEMENT In consideration of the foregoing Recitals, the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Cities, TMPA and the Escrow Agent agree as follows. ARTICLE 1. DEFINITIONS 1.1 Defined Terms Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them as follows: "Agreement" shall mean this Decommissioning Escrow Agreement and the schedule referred to herein and attached hereto. "Cities" shall have the meaning given such term in the Preamble to this Agreement. 203 Attachment 3 "Completion Notice"shall have the meaning given such term in Section 3.2.1. "Decommissioned Facilities" shall mean those Facilities of TNTA identified to be decommissioned in the Decommissioning Plan. "Decommissioning Amount"shall mean the amount specified in Section 5.5 of the Joint Operating Agreement. "Decommissioning Completion"shall have the meaning given such term in Section 3.2.1. "Decommissioning Costs" shall mean all necessary and reasonable costs incurred by TMPA. in decommissioning or removing the Decommissioned Facilities, including all associated environmental remediation,net of any salvage value, in accordance with Section 5.5.3 of the Joint Operating Agreement and the Decommissioning Plan and Good Utility Practice, together with the costs of any insurance, indemnities(other than the Indemnities under Section 6.3 of the Joint Operating Agreement) or associated retention for environmental liabilities incurred after the cessation of the Generation Business,as provided in Section 6.1(e) of the Joint Operating Agreement. "Decommissioning Plan"shall refer to the recommissioning Plan described in Section 5.3 of the Joint Operating Agreement. "Decommissioning Date"shall mean the date that Decommissioning of the Facilities commences. "Decommissioning Completion"shall have the meaning given such term in Section 3.2.1. "Decommissioning Date Notice"shall have the meaning given such term in Section 3.1.1. "Deemed Decommissioning Date"shall have the meaning given that term in Section 3.1.2. "Disposition Event" shall mean the sale or transfer by TMPA of the Facilities identified in the Decommissioning Plan to a third parry. "Dispute Period"shall have the meaning given such term in Section 3.1.2(ii). "Disputed Decommissioning Costs"shall have the meaning given such term in Section 3.1.2(ii). "Effective Date"shall have the meaning given such term in the Preamble to this Agreement. "Escrow Account"shall have the meaning given such term in Section 2.2. "Escrow Agent"shall have the meaning given such term in the Preamble to this Agreement. "Facilities"shall mean the facilities identified in the Decommissioning Plan. "Final Order" shall have the meaning given such term in Section 3.1.2(iv). 2 204 Attachment 3 "Good Utility Practice"means any of the practices,methods, and acts engaged in or approved by a significant portion of the electric industry in the State of Texas during the relevant time period, or any of the practices, methods, and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a commercially reasonable cost consistent with good business practices, reliability, safety, and expedition. Good utility practice is not intended to be limited to the optimum practice,method, or act,to the exclusion of all others, but rather is intended to include acceptable industry practices, methods, and acts generally accepted in the region. "Joint Notice"shall have the meaning given such term in Section 3.1.2(iv). "Joint Operating Agreement" shall have the meaning given such term in the Recitals to this Agreement. "Laws"means any and all laws(including all statutory enactments and common law), ordinances, constitutions, regulations, treaties, rules,codes, standards, requirements, policies, guidelines, protocols, judgments, awards,decisions,directives, consent decrees, injunctions (whether temporary, preliminary or permanent), rulings, writs or orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any Governmental Authority and any interpretations thereof by any Governmental Authority. "Party"means any of TMPA, the Cities,the Participating Public Entities, or the Escrow Agent and"Parties"means the Cities,the Participating Public Entities,TMPA and the Escrow Agent, collectively. "Participating Public Entity" shall mean each City, unless and until such City is removed from the Agency under Section 163.076 of the Texas Utilities Code,and any public entity added to the Agency as provided in Section 163.076. "Person" means any individual, corporation, partnership, limited liability company, association, joint stock company,trust, unincorporated organization,joint venture, Home Rule Municipal Corporation, Governmental Authority or other entity with legal constitution under applicable Law. "PUCT"shall mean the Public Utility Commission of Texas or any successor thereto. "TMPA" shall have the meaning given such term in the Preamble to this Agreement. "Submission Notice"shall have the meaning given such term in Section 3.1.2(i). "Submitted Decommissioning Costs"shall have the meaning given such term in Section 3.1.2(1). 1.2 Construction. All article, section, subsection, paragraph, clause, schedule and exhibit references herein are to this Agreement unless otherwise specified. All schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise, (i) the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate; (ii) the words "includes" or "including shall mean "including without limitation;" and (iii)the words "hereof," "herein," 205 Attachment 3 "hereunder,"and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. ARTICLE 2. ESCROW ACCOUNT 2.1 Appointment of Escrow Agent. The Parties hereby jointly appoint the Escrow Agent to act as escrow agent in accordance with the express terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment. 2.2 Establishment of Escrow Account. The Escrow Agent hereby agrees to establish and maintain an account(the"Escrow Account")to hold all monies deposited with the Escrow Agent pursuant to this Agreement and all interest, dividends and other distributions and payments earned thereon or received by the Escrow Agent with respect thereto from time to time. 2.3 Deposits into Escrow Account. 2.3.1 TMPA shall pay to the Escrow Agent for deposit into the Escrow Account the amounts identified in Section(s)5.5 of the Joint Operating Agreement. 2.3.2 TMPA shall pay any amounts required by Section 2.3.1 to the Escrow Agent via wire transfer of immediately available funds to an account designated in writing by the Escrow Agent no less than five(5) days after those funds are: (i) received from the sale of Mining Assets or(h) as those funds are received from the sale or operation of Transmission or the sale or salvage of Generation Assets and required to be placed in the Decommissioning Reserve Account , as described in Sections 3.2.3(3), 4.2, 4.6(2) and 5.4(3) of the Joint Operating Agreement. 2.4 Investment of Amounts Held in Escrow Account. All amounts held in the Escrow Account from time to time shall be invested as directed from time to time by TMPA or, if TMPA has not made any direction, in United States treasury securities having a maturity date no later than sixty days (60) after such date; provided TMPA shall not be entitled to direct amounts held in the Escrow Account, and the Escrow Agent; shall not be obligated to invest amounts held in the Escrow Account, in investment that would reasonably be considered speculative. All investments must be consistent with TMPA's Investment Policy adopted under the Public Funds Investment Act, The Escrow Agent shall liquidate any investments in the Escrow Account as necessary to provide funds in order to make any payments required by this Agreement. Annually, and quarterly, the Escrow Agent shall report to TMPA and the Participating Public Entities,the balances in the Account, the investments held by the Account, any claims against the account for the period, and all interest, dividends, income and/or losses associated with the Account. 4 206 Attachment 3 ARTICLE 3. DISBURSEMENTS 3.1 Disbursement for Decommissioning Costs. 3.1.1 TMPA shall give notice to the Participating Public Entities and the Escrow Agent of the occurrence of the Decommissioning Date (a "Decommissioning Date Notice") at least sixty (50) days prior to the Decommissioning Date. If the Participating Public Entities believe the Decommissioning Date has occurred and that TMPA has not timely given a Decommissioning Date Notice, the Participating Public Entities may give a Decommissioning Date Notice to the Escrow Agent and TMPA. The Decommissioning Date shall be deemed to have occurred for purposes of this Agreement if TMPA has given a Decommissioning Date Notice or the Participating Public Entities have given a Decommissioning Date Notice. 3.1.2 From and after the deemed occurrence of the Decommissioning Date pursuant to Section 3.1.1 (the"Deemed Decommissioning Date', the Escrow Agent shall distribute amounts held in the Escrow Account to or on behalf TMPA for payment of Decommissioning Costs in accordance with the following procedures: (i) From and after the Deemed Decommissioning Date, TMPA may from time to time submit one or more notices (each, a "Submission Notice") to the Escrow Agent, The Submission Notice shall specify the amount of Decommissioning Costs for which TMPA is seeking reimbursement or payment ("Submitted Decommissioning Costs") and shall provide each of the Participating Public Entities and the Escrow Agent with reasonable documentation supporting the Submitted Decommissioning Costs; (ii) The Participating Public Entities may dispute any Submitted Decommissioning Costs by giving notice of such dispute to the Escrow Agent and TMPA within thirty (30) days after receipt of a Submission Notice with respect to such Submitted Decommissioning Costs (the "Dispute Period") specifying the amount of such Submitted Decommissioning Costs being disputed by the party (the "Disputed Decommissioning Costs"); (iii) Following the Dispute Period,and no later than fifteen(15)days after the end of the Dispute Period, the Escrow Agent shall pay to TMPA or at TMPA's direction, a Submitted Decommissioning Costs the amounts that are not Disputed Decommissioning Costs to the extent that amounts are then available in the Escrow Account; and (iv) The Escrow Agent shall not distribute the Disputed Decommissioning Costs until the Escrow Agent receives (a) a final non-appealable award of an Arbitrator or a final non-appealable order of a court of competent jurisdiction (a"Final Order"), or(b)a writing signed by both the Participating Public Entities and TMPA(a"Joint Notice"), in each case specifying the portion, if any, of the Disputed 5 207 Attachment 3 Decommissioning Costs to which TMPA is entitled, whereupon the Escrow Agent shall distribute to TMPA or at TMPA's direction the amount of Disputed Decommissioning Costs to which it is entitled pursuant to the Final Order or Joint Notice and the remaining Disputed Decommissioning Costs which are the subject of such Final Order or Joint Notice shall cease to be Disputed Decommissioning Costs with the same effect as if such Disputed Decommissioning Costs had never been Submitted Decommissioning Costs. 3.2 Disbursement upon Decommissioning Completion. 3.2.1 TMPA shall give notice to the Participating Public Entities and the Escrow Agent of the occurrence of the completion of the decommissioning and removal of all of the Decommissioned Facilities (a "Completion Notice") within sixty (60) days after the completion of the decommissioning and removal of the Decommissioned Facilities (the "Decommissioning Completion"). If the Participating Public Entities believe the Decommissioning Completion ,has occurred and that TMPA has not timely given a Completion Notice, the Participating Public Entities may give a Completion Notice to the Escrow Agent and TMPA. The Decommissioning Completion shall be deemed to have occurred for purposes of this Agreement if TMPA has given a Completion Notice or the Participating Public Entities have given a Completion Notice and TMPA has not given notice to the Escrow Agent objecting to the Participating Public Entities' Completion Notice within twenty(20)days after the Participating Public Entities gave the Completion Notice, 3.2.2 Within fifteen(15)days after receiving a Completion Notice,or the deemed occurrence of the Decommissioning Completion pursuant to Section 3.2.1, the Escrow Agent shall distribute to the Participating Public Entities all remaining amounts held in the Escrow Account in accordance with the provisions of Section 5.5.3 of the Joint Operating Agreement, minus the then outstanding amount of Disputed Decommissioning Costs that have not been distributed to TMPA. Upon receipt by the Escrow Agent after the Deemed Completion Date of a Final Order or Joint Notice specifying the portion, if any, of the Disputed Decommissioning Costs to which TMPA is entitled, the Escrow Agent shall distribute to TWA the amount of Disputed Decommissioning Costs to which it is entitled pursuant to the Final Order or Joint Notice and shall distribute to the Participating Public Entities in accordance with the provisions of Section 5.5.3 of the Joint Operating Agreement the remaining Disputed Decommissioning Costs which are the subject of such Final Order or Joint Notice. 3.3 Disbursement upon Disposition:Event. 3.3.1 TMPA shall give notice to the Participating Public Entities and the Escrow Agent of the occurrence of a Disposition Event(a"Disposition Notice")within sixty(60) days after the occurrence of a Disposition Event. If the Participating Public Entities believe that a Disposition Event has occurred and that TMPA has not timely given a Disposition Notice, the Participating Public Entities may give a Disposition Notice to the Escrow Agent and TMPA. A Disposition Notice shall be deemed to have occurred for purposes of this Agreement if(i)TWA has given a Disposition Notice,(ii)the Participating Public Entities 6 208 Attachment 3 have given a Disposition Notice and TMPA has not given notice to the Escrow Agent objecting to the Participating Public Entities' Disposition Notice within twenty (20) days after the Participating Public Entities gave the Disposition Notice, or (iii) a Final Order holds that a Disposition Event has occurred. 3.3.2 Within fifteen (15) days after the deemed occurrence of a Disposition Event, the Escrow Agent shall distribute to the Participating Public Entities in accordance with the provisions of Section 5.5.3 of the Joint Operating Agreement, or at their direction, all remaining amounts held in the Escrow Account. 3.4 Disbursement in Accordance with Joint Notice.The Escrow Agent shall distribute all or a portion of the amount then held in the Escrow Account in accordance with a Joint Notice received by the Escrow Agent. 3.5 Payment of Disbursements. The Escrow Agent shall make all payments to the Cities or TMPA via wire transfer of immediately available funds to an account or accounts designated in writing by the Cities or TMPA,respectively,no less than five (5)days prior to the due date of such payment; provided, if the Participating Public Entities or TMPA have not timely provided such account designation,the Escrow Agent shall make such payment as soon as practicable after receiving such account designation(but not earlier than the original due date of such payment). 3.6 Disbursements only from Escrow Account. Notwithstanding anything in this Agreement to the contrary,the Escrow Agent shall be only required to make,from time-to-time,disbursements of the Escrow Account according to the terms sett forth herein to the extent of the Escrow Account. 3.7 Disputes. Any dispute that may arise under this Agreement with respect to disbursement of all or a portion of the amounts in the Escrow Account, the duties of the Escrow Agent hereunder or any other questions arising under this Agreement, shall be settled either by a Joint Notice or a Final Order. The Escrow Agent shall be under no duty to institute or defend any proceeding relating to any such dispute and none of the costs and expenses of any such proceeding shall be borne by the Escrow Agent but shall be paid from readily available funds in the Escrow Account. Prior to the settlement of any dispute as provided in this section,the Escrow Agent shall retain in its possession, without liability to anyone,any portion of the amounts in the Escrow Account that is the subject of such dispute. ARTICLE 4. THE ESCROW AGENT 4.1 Duties of the Escrow Agent.The Escrow Agent shall not have any duties or responsibilities under this Agreement other than those specifically set forth herein and shall act only in accordance with the provisions hereof. The permissive right or power to take any action shall not be construed as a duty to take action under'any circumstances. Without limiting the generality of the foregoing,the Escrow Agent shall not have any duty or responsibility: (i) to enforce or cause to be enforced any of the terms and conditions of any other agreements of TMPA or the Participating Public Entities other than this Agreement;(ii)to verify the accuracy or sufficiency of any notice or other document received by it in connection with this Agreement;or(iii)to risk its own funds in the administration 7 209 Attachment 3 of the Escrow Account. The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon,any written notice,instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Escrow Agent shall not be required to take notice of any default or other fact or event unless specifically notified thereof in the manner provided in this Agreement. Annually, and quarterly,the Escrow Agent shall report to TMPA and the Participating Pubic Entities,the balances in the Account,the investments held by the Account,any claims against the account for the period, and all interest, dividends,income and/or losses associated with the Account. 4.2 Liabilities of the Escrow Agent.The Escrow Agent shall not be liable to TMPA,the Participating Public Entities or any other person or entity for any loss, liability or expense resulting from or arising out of any act or failure to act of the Escrow Agent in connection with this Agreement,other than a loss, liability or expense due to a breach of fiduciary duty, an act outside the scope of authority provided by this Agreement, negligence, the gross negligence or willful misconduct on the part of the Escrow Agent. Without limiting the foregoing,the Escrow Agent shall not be liable for any error of judgment by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, The Escrow Agent may consult with counsel of its own choice whenever the Escrow Agent deems appropriate, and shall have full and complete authorization and protection for any action reasonably taken or suffered by it hereunder in good faith in accordance with the opinion of such counsel. 4.3 Indemnification of the Escrow Agent. The Participating Public Entities and TMPA hereby agree to indemnify the Escrow Agent and hold it harmless from and against any and all claims,liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Escrow Agent may incur,or with which it may be threatened, directly or indirectly, arising from or in any way connected with this Agreement or which may result from the Escrow Agent's following of instructions from the Participating Public Entities or TMPA in accordance with this Agreement, and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim, whether or not litigation is instituted, but nothing herein shall be construed to obligate TMPA or the Participating Public Entities to so indemnify the Escrow Agent to the extent that it is determined that the Escrow Agent has breached its fiduciary duties, acted outside the scope of authority provided by this Agreement, acted in negligent manner,a grossly negligent manner or with willful misconduct. The provisions of this Section 4.3 shall survive the termination of this Agreement. 4A Resignation of the Escrow Agent. The Escrow Agent may resign at any time by giving not less than thirty (30) days written notice of such resignation to TMPA and the Participating Public, Entities. Thereafter, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Account as depository and to continue to pay the interest or other amounts thereon as provided herein. In such event the Escrow Agent shall not take any action until TMPA and the Participating Public Entities have jointly appointed a'successor escrow agent. Upon receipt of written instructions to such effect,the resigning Escrow Agent shall promptly deliver all amounts in the Escrow Account to such successor escrow agent and shall thereafter have no further obligations hereunder. S 210 Attachment 3 4.5 Appointment of Successor Escrow Agent. TNTPA and the Participating Public Entities together may terminate the appointment of the Escrow Agent hereunder by giving a joint written notice specifying the elate upon which such termination shall take effect. In the event of such termination, TNTA and the Participating Public Entities shall within thirty (30) days of such notice jointly appoint a successor escrow agent, and the Escrow Agent shall deliver the amounts in the Escrow Account to such successor escrow agent. 4.6 Fees and Expenses of the Escrow Agent. The fees as set forth on Exhibit A to this Agreement for the services to be rendered by the Escrow Agent hereunder shall be satisfied from amounts held in the Escrow Account. 4.7 Additional Agreements Relating to the Escrow Agent. 4.7.1 Unless requested by the Parties or otherwise specifically set forth herein,the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute, custom or rule to the contrary. 4.7.2 The Escrow Agent may execute any of the duties under this Agreement by or through agents or receivers. 4.7.3 The Escrow Agent shall not be required to institute legal proceedings of any kind. 4.7.4 The Escrow Agent makes no representation beyond its due authorization and execution of this Agreement. 4.7.5 The Escrow Agent is under no obligation to disburse amounts held in the Escrow Account upon the instructions of any Governmental Authority (other than a court of competent jurisdiction). 4.7.6 The Escrow Agent's obligations with respect to the Escrow Account and amounts held therein are governed solely by this Agreement. ARTICLE 5. NHSCELLANEUUS 5.1 Termination; Waiver and Amendment. This Agreement shall terminate (i) upon the written agreement of TMPA and the Participating Public Entities,or(ii)automatically upon the distribution of all amounts in the Escrow Account following the Decommissioning Completion,or a Disposition Event; provided, Sections 4.2 and 4.3 shall survive the termination of this Agreement. Any provision of-this Agreement may be waived only in writing at any time by the Party that is entitled to the benefits thereof. This Agreement may not be amended or supplemented at any time, except by an instrument in writing signed on behalf of each Party hereto. The waiver by any Party hereto of any breach of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 9 211 Attachment 3 5.2 Assignment, This Agreement shall not be assignable, whether by operation of law or otherwise, by any Party without the prior written consent of the Participating Public Entities and TMPA, and any purported assignment in violation of this provision shall be void ab initio. 5.3 Notices. All notices,requests,demands,claims and other communications that are required to be or may be given under this Agreement must be in writing and shall be deemed to have been duly given when received if (i)delivered in person or by courier; (ii) sent by telecopy or facsimile transmission; (iii) sent by recognized overnight delivery service, or (iv) mailed, by registered or certified mail, postage prepaid return receipt requested, to the intended recipient at following addresses: if to the Participating Public Entities: City of Bryan 300 S. Texas Avenue Bryan,Texas 77803-3937 979-209-5100 Attention: City Manager City of Greenville 2821 Washington St. Greenville, Texas 75401 903-457-3116 Attention: City Manager With Copy to: GEUS 6000 Joe Ramsey Blvd. Greenville,Texas 75402 Attention: General Manager City of Denton 215 E. McKinney St. Denton,Texas 76201-4229 940-349-8307 Attention: City Manager City of Garland 200 N 5th Garland, Texas 75040-6314 972-205-2000 Attention: City Manager 10 212 Attachment 3 if to TMPA: Texas Municipal Power Agency 12824 FM 244 Anderson, Texas 77830 936-873-1123 Attention: General Manager if to.the Escrow Agent: Attn: Fax: With copy to: Attn: Fax: (�) or to such other address as any Party shall have furnished to the other by notice given in accordance with this Section 5.3. Such notices shall be effective upon actual receipt at the addresses above. Notices required to be given by the Participating Public Entities shall be effective upon receipt of either(i) a single notice signed by the director of the utility of each Participating Public Entity or (ii) separate notices signed by the director of the utility of each Participating Public Entity. 5.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas,excluding any conflict of law rules that may direct the application of the laws of another jurisdiction. The exclusive venue for the adjudication of any dispute or proceeding arising out of this Agreement or the performance hereof shall be the courts located in McLennan County, Texas, and the Parties hereto consent to and hereby submit to the jurisdiction of any court located in McLennan County,Texas. 5.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected, impaired or invalidated unless such an interpretation would materially alter the rights and privileges of any party or materially alter the terms of the transactions contemplated hereby. 5.6 Counterparts, This Agreement may be executed in counterparts, each of which shall be an original,but all of which together shall constitute one and the same agreement. 11 213 Attachment 3 5.7 No Third Party Beneficiaries. Neither this Agreement nor any document delivered in connection with this Agreement confers upon any Person not a Party any rights or remedies hereunder. 5.8 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings,both oral and written,among the Parties with respect to the subject matter hereof No representation,promise,inducement or statement of intention has been made by any Party which is not embodied in or superseded by this Agreement, and no Party shall be bound by or liable for any alleged representation, promise, inducement on statement of intention not so set forth. 5.9 Joint Effort. The Parties have participated jointly in the negotiation and drafting of this. Agreement In the event an ambiguity or question of intent or interpretation arises,this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. IN WITNESS NNWREOF, each of the Parties has caused this Agreement to be executed on its behalf by its officer thereunto duly authorized,all as of the Effective Date. TEXAS MUNICIPAL POWER AGENCY By: Name: Title: Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency i 12 214 Attachment 3 CITY OF BRYAN,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas 13 215 Attachment 3 CITY OF GARLAND, TEXAS By: Name: Title: Date: Attest: CITY OF GREENVILLE, TEXAS By: Name: Title: Date: Attest: GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: 14 216 Attachment 3 [ESCROW AGENT], as Escrow Agent By: Name: Title: 15 217 r Attachment 3 EXHIBIT A Fee Schedule 16 218 Attachment 3 TMPA JOINT OPERATING AGREEMENT SCHEDULE G—MINE RECLAMATION PLAN (JKH 03/30/16) Introduction The purpose of the Mine Reclamation Plan is to satisfy all applicable regulatory requirements and release the mine area from all mine reclamation obligations so that land that was leased for mining may be returned to its owners and land owned by TWA can be sold. Mine reclamation obligations are represented by a performance bond held by the principal regulatory authority with jurisdiction over mining—the Railroad Commission of Texas(RCT). The bond is released by the RCT upon demonstrations that regulatory performance standards have been met. Release of the performance bond is separated into three phases—Phase I(release of 60%of bonding funds)upon a demonstration that post-mining soils have met the standards,Phase R(release of additional 25%of bonding funds) upon a demonstration that permanent vegetation has been adequately re-established, and Phase III (release of remaining 15%of bonding funds)upon a demonstration that groundwater has reached equilibrium. Phase M bond release represents final bond release indicating that the mine permit holder has satisfied all the requirements and the land is no longer encumbered by any reclamation obligations. It should be noted that the large construction activities of mine reclamation have been completed. These included: shaping of the surface topography; reconstruction of suitable mine soils, filling in, or conversion of, mine pits to end lakes; restoration of creeks and wetland habitats; planting of permanent grasses and trees. The remaining reclamation and bond release work primarily consists of tasks such as: repair of soil erosion; evaluation of vegetation productivity; sampling and analysis of mine soils, surface water, and ground water; correction of mapping discrepancies; and mitigation of acid seeps. All of these activities are documented and submitted for Railroad Commission review and approval as prerequisites to bond release. Overall status of Mine reclamation The overall status of mine reclamation as of the end of FY 15 (September 30,2015) is summarized graphically in Figure 1. Out of an area of 8,825 acres of mine land that was originally under bond, 1,724 acres have been completely released, and an additional 4,507 acres have been submitted for final bond release (more detailed information is provided in Table .1). Final bond release applications have been taking an average of two years to process by the RCT so it is anticipated that the 2015 submittals will be released in 2017. Figure 1—Overall Status of Bond Release on Mine Property TO BE SUBMITTED AFTER 2016 TO BE SUBMITTED 1N 2016 698 AC.(8%) FINAL BOND RELEASED 3M Ar- 1724 AC.(20%) OBMIM0 2015 4W7 AC.(51%) 219 Attachment 3 Table 1—Status and Plan of Final Bond Release of Submittal date Packet(s) (acres) bonded for final bond Status area release Permit 26D Mine shop facilities 169 2% 1999 Completed(bond released in 2000) Moody property 904 10% 09/16/11 Completed(bond released 01/15113) Rev.21 (mapping) 232 3% 12/3/14 Completed(revision approved 12/8/14) Falco property 111 1% 09/14/12 Completed(bond released 08/25/15) Rail spur(section in Permit 138 1% Projected April Next priority following bond release on 26D) 2016 section in Permit 3$D(on I 20/15) GI Block 1,243 14% 07/17/15 Bond release inspection held on 08/11/15 B 1 Block 1,621 18% 08/14/15 Bond release inspection held on 09/15/15 B2 Block 1,642 19% 0919115 Bond release inspection in summer 2016 Projected no 5-year ERP to start in 2016; Remaining areas 506 6% later than will apply for Phase I&II in 2016 and final July 2020 bond release no later than 2020 Sub-Total(Permit 26D) 6,566 74% Permit 38D Rev. 14(mapping) 308 3% 07/26/12 Completed(revision approved 07/31/13) Rail spur 55 1% 10/9/U Completed(bond released 10120115) A2 and A3 Blocks—Area 1 161 20/o Projected 5-year ERP started 01/27/06; May 2016 will apply for Phase I,II,and III in 2016 A2 and A3 Blocks—Area 2 1,254 14% Projected June 5-year ERP started 06/4/10; 2016 will apply for Phase 1,JI,and III in 2016 Projected 5-year ERP started 09130113; A2 and A3 Blocks—Area 3 427 5% July 2019 will apply for Phase 1&11 bond in 2016 and final bond release in 2018 Projected no 5-year ERP to start in 2016; A2 and A3 Blocks—Area 4 54 1% later than July will apply for Phase I&II in 2016 and final 2020 bond release no later than 2020 Sub-Total(Permit 38D) 2,259 26% Total 8,87.5 100% Plan for 2016 The Mine Reclamation Plan for 2016 is to continue submitting bond release applications as laid out in Table 1. These will be primarily in the Permit 38D area as shown in green on the map(Figure 2). Plan for 2017-2020 The other colors on the map (totaling about 698 acres).relate to specific items for resolution with the RCT on a case-by-case basis,such as:Extended Responsibility Areas(brown and pink areas),specific mine soil grids(orange and yellow squares),Pond SP-50(blue),and acid seeps(too small to be visible at the scale of the map). Some of these are expected to be resolved in 2016 but some may take longer. They are all expected to be resolved no later than 2020. 220 Attachment 3 Figure 2—Map of 2016 Bond Release Plan i 2016 Bond Release Plan e B2 Mine Block SP-50 Area .1,6412 ac in 292 ac I 01 Mine Block September 2015 1,24-8.2 ac in July 2015 I Falco Area Bond Release of III ac in August 2015 a. A8&A3 Mine Block yPW 1,670 ac in July ^ BI Mine Block 1,621.1 ae in Rene Bond Blocks August 2015 C7 PMOMAM WIO ®rign ec Qiae ARs Btu aaeoa Erg �,� � -' :� ,, � SupnlesOArsebrBP�dRelesse _'_,�: . Cor+ipieOYd At Aces Rail Spur for 38D � = comaerear+wsv.�aeo Bond Release of 55.3 ac A9 Bpd E3pck RelBe�eAto9 a in October 2015 4P A2&Aa S0W W**Rebs9e— t, �► s1eoroebt*ROW80Aiee Al Mine Block tea,,aBeW e Bond Release ofW0L5ac 9f G9OW6607tROOMDAM ' in January 2013 saso eoro RebeseArea SOW sem 221 Attachment 3 Schedule H INDEMNITY ESCROW AGREEMENT THIS INDEMNITY ESCROW AGREEMENT (this "Agreement"), dated as of (the "Effective.Date"), is made and entered into between the Texas Municipal Power Agency ("TMPA"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, the City of Bryan, the City of Denton,the City of Garland, and the Cagy of Greenville, Texas each of which cities is a municipal corporation of the State of Texas and a home rule city(herein collectively "Participating Public Entities" or "Cities" or individually "Participating Public Entity" or "City") and a , as escrow agent (the "Escrow Agent"). RECITALS A. TMPA and the Cities are parties to identical Power Sales Contracts and have entered into a Joint Operating Agreement to address operations of the TMPA in matters other than the purchase of Power and Energy and to provide for the mutual rights and responsibilities of the Parties as to the operations of the Agency, including asset management,decommissioning, environmental remediation, indemnities,and the winding up of affairs of the Agency upon dissolution,as necessary and appropriate and consistent with Tex.Util. Code Chapter 163, Subchapter C-1("Joint Operating Agreement"); B. The Joint Operating Agreement provides for the TMPA to establish an indemnity escrow to provide for self-insurance and cover its indemnity and defense obligations to the Cities and Participating Public Entities under Section 6.3 of the Joint Operating Agreement; C. The Joint Operating Agreement provides for the creation of an Indemnity Escrow Agreement to fund TMPA's indemnity obligations under Section 6.3 of the Joint Operating Agreement. AGREEMENT In consideration of the foregoing Recitals, the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Cities,TMPA and the Escrow Agent agree as follows. ARTICLE 1. DEFINITIONS 1.1 Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them as follows. "Agreement" shall mean this Indemnity Escrow Agreement and the schedule referred to herein and attached hereto. "Dispute Period"shall have the meaning given such term in Section 3.1.2 222 Attachment 3 "Disputed Indemnity Claim"shall have the meaning given such term in Section 3.1.2 "Effective Date" shall have the meaning given such term in the Preamble to this Agreement, "Escrow Account"shall have the meaning given such term in Section 2.2. "Escrow Agent"shall have the meaning given such term in the Preamble to this Agreement. "Final Order"shall have the meaning given such term in Section 3.1.4. "Good Utility Practice"means any of the practices,methods,and acts engaged in or approved by a significant portion of the electric industry in the State of Texas during the relevant time period,or any of the practices,methods,and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a commercially reasonable cost consistent with good business practices, reliability, safety, and expedition. Good Utility Practice is not intended to be limited to the optimum practice,method,or act,to the exclusion of all others, but rather is intended to include acceptable industry practices, methods, and acts generally accepted in the region. "Indemnity Claim" shall mean a claim by TMPA for reimbursement of insurance premiums as permitted by Sections 6.4, 6.5 and 6.6 of the Joint Operating Agreement, defense costs arising from TMPA's obligations under 6.3.1 of the Joint Operating Agreement, or indemnification costs arising from its obligations under 6.3.1 of the Joint Operating Agreement, or, any claims, liabilities, costs, losses, damages, expenses (including reasonable attorney and expert fees) asserted by any private persons or government authorities,and/or penalties or fines imposed by government authorities,both state and federal, in any legal or regulatory action or proceeding brought by any such private persons or government authority against any one or all of the past, present and future Participating Public Entities or Participating Public Entity Indemnitees for any and all environmental damage or environmental claim of any kind arising in any way from the operations of the Agency alleged to have caused damage to the Agency property, surrounding property owned by unaffiliated third parties,ground water,soil,air,or any other environmental injury of any kind,along with injury to or the death of any person. "Joint Notice"shall mean a writing directed to the Escrow Agent signed by all of the Participating Public Entities.or their duly authorized representatives. "Joint Operating Agreement" shall have the meaning given such term in the Recitals to this Agreement. "Laws"means any and all laws (including all statutory,enactments and common law), ordinances, constitutions, regulations, treaties, rules, codes, standards, requirements, policies, guidelines, protocols, judgments, awards, decisions, directives, consent decrees, injunctions (whether temporary, preliminary or permanent), rulings, writs or orders adopted, enacted, implemented, promulgated, issued, entered.or deemed applicable by or under the authority of any Governmental Authority and any interpretations thereof by any Governmental Authority. 2 223 Attachment 3 "Participating Public Entity" shall mean each City, unless and until such City is removed from the Agency under Section 163.076 of the Texas Utilities Code, and any public entity added to the Agency as provided in Section 163.076. "Participating Public Entity's Indemnitee"shall mean each past,present and future Participating Public Entity, collectively and individually, and its respective past, present and future council members, appointees to the TMPA Board of Directors, utility directors, utility companies or entities, employees, agents, contractors, subcontractors, invitees, representatives and permitted assigns, as defined in Section 6.3 of the Joint Operating Agreement. "Party"means any of TMPA,the Cities,the Participating Public Entities, or the Escrow Agent and"Parties"means the Cities,the Participating Public Entities,TMPA and the Escrow Agent, collectively. "Person" means any individual, corporation, partnership, limited liability company, association, joint stock company,trust,unincorporated organization,joint venture, Home Rule Municipal Corporation, Governmental Authority or other entity with legal constitution under applicable Law. "PUCT"shall mean the Public Utility Commission of Texas or any successor thereto. "Submission Notice"shall have the meaning given such terra in Section 3.1.1. "TWA"shall have the meaning given such term in the Preamble to this Agreement. 1.2 Construction. All article, section, subsection, paragraph, clause, schedule and exhibit references herein are to this Agreement unless otherwise specified. All schedules attached to this Agreement constitute a part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly requires otherwise, (i)the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate; (ii)the words "includes" or "including" shall mean "including without limitation;" and (iii) the words "hereof," "herein," "hereunder,"and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear. ARTICLE 2. ESCROW ACCOUNT i 2.1 Appointment of Escrow Agent. The Parties hereby jointly appoint the Escrow Agent to act as escrow agent in accordance with the express terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment. 2.2 Establishment of Escrow Account. The Escrow Agent hereby agrees to establish and maintain an account(the "Escrow Account") to hold all monies deposited with the Escrow Agent pursuant to this Agreement and all interest,dividends and other distributions and payments earned thereon or received by the Escrow Agent with respect thereto from time to time. 3 224 Attachment 3 2.3 Deposits into Escrow Account. 2.3.1 TMPA shall pay to the Escrow Agent for deposit into the Escrow Account the amounts identified in Section 6.5 of the Joint Operating Agreement. 2.3.2 TMPA shall pay any amounts required by Section 6.5 to the Escrow Agent via wire transfer of immediately available funds to an account designated in writing by the Escrow Agent no less than five (5)days after those funds are: (i)received from the sale of Mining Assets, or (ii) as those funds are received from the sale or operation of Transmission or Generation Assets and required to be placed in the Indemnity Escrow,as described in Sections 3.2.3(4), 4.2,4.6(3) and 5.4(4)of the Joint Operating Agreement. 2.4 Investment of Amounts Held in Escrow Account. All amounts held in the Escrow Account from time to time shall be invested as directed from time to time by TMPA or, if TMPA has not made any direction, in United States treasury securities having a maturity date no later than sixty days (60) after such date; provided TMPA shall not be entitled to direct amounts held in the Escrow Account, and the Escrow Agent shall not be obligated to invest amounts held in the Escrow Account, in investment that would reasonably be considered speculative. All investments must be consistent with TMPA's Investment Policy adopted under the Public Funds Investment Act. The Escrow Agent shall liquidate any investments in the Escrow Account as necessary to provide funds in order to make any payments required by this Agreement. Annually, and quarterly, the Escrow Agent shall report to TMPA and the Participating Pubic Entities, the balances in the Account, the investments held by the Account, any claims against the account for the period, and all interest, dividends,income and(or losses associated with the Account. ARTICLE 3. DISBURSEMENTS 3.1 Disbursement for Indemnity Funds. 3.1.1 Notice Required for Indemnity Claim. TMPA,a Participating Public Entity or Participating Public Entity Indemnitee who is obligated to pay an Indemnity Claim shall give notice to all Participating Public Entities and the Escrow Agent of an Indemnity Claim (a "Submission Notice"). TMPA may give notice to the Escrow Agent for the cost of insurance premiums as permitted by Sections 6.4, 6.5 and 6.6 of the Joint Operating Agreement("Insurance Premium Submission Notice"). 3.1.2 Objection. Any Participating Public Entity may dispute an Indemnity Claim by giving notice of such dispute to the Escrow Agent, the Participating Public Entities and TMPA within thirty (30) days (the "Dispute Period") after receipt of a Submission Notice or Insurance Premium Submission Notice with respect to such Indemnity Claim specifying the amount of such Indemnity Claim being disputed by the Parry (the "Disputed Indemnity Claim"). 1.1.3 PMgnent. Following the Dispute Period, and no later than fifteen(15)days after the end of the Dispute Period,the Escrow Agent shall pay to the Party filing a Submission Notice the 4 225 Attachment 3 amount of the Indemnity Claim less the Disputed Indemnity Claim to the extent that amounts are then available in the Escrow Account; and 3.1.4 Effect of Objection. and Resolution. The Escrow Agent shall not distribute the Disputed Indemnity Claim until the Escrow Agent receives (a) a final non-appealable award of an Arbitrator or final non-appealable order of a court of competent jurisdiction (a "Final Order"), or (b) a Joint Notice, in each case specifying the portion, if any, of the Disputed Indemnity Claim to which the Party filing the Indemnity Claim is entitled, whereupon the Escrow Agent shall distribute to the Party filing the Indemnity Claim the amount of the Disputed Indemnity Claim to which it is entitled pursuant to the Final Order or Joint Notice to the extent that amounts are then available in the Escrow Account and the remaining Disputed Indemnity Claim which is the subject of such Final Order or Joint Notice shall cease to be a Disputed Indemnity Claim with the same effect as if such Disputed Indemnity Claim had never been submitted. 3.2 Disbursement in Accordance with Joint Notice. As permitted by Section 6.5 of the Joint Operating Agreement,the Escrow Agent shall distribute all or a portion of the amount then held in the Escrow Account in accordance with a Joint Notice received by the Escrow Agent. 3.3 Payment of Disbursements. The Escrow Agent shall make all payments to the Party entitled to disbursements under this Agreement via wire transfer of immediately available funds to an account or accounts designated in writing by the Party, no less than five (5) days prior to the due date of such payment;provided,if the Party entitled to disbursements under this Agreement has not timely provided such account designation the Escrow Agent shall make such payment as soon as practicable after receiving such account designation (but not earlier than the original due date of such payment). 3.4 Disbursements only from Escrow Account. Notwithstanding anything in this Agreement to the contrary,the Escrow Agent shall be only required to make,from time-to-time,disbursements of the Escrow Account according to the terms set forth herein to the extent of the Escrow Account. 3.5 Disputes. Any dispute.that may arise under this Agreement with respect to disbursement of all or a portion of the amounts in the Escrow Account, the duties of the Escrow Agent hereunder or any other questions arising under this Agreement, shall be settled either by a Joint Notice or a Final Order. The Escrow Agent shall be under no duty to institute or defend any proceeding relating to any such dispute and none of the costs and expenses of any such proceeding shall be borne by the Escrow Agent, but shall be paid from readily available funds in the Escrow Account. Prior to the settlement of any dispute as provided in this section,the Escrow Agent shall retain in its possession, without liability to anyone,any portion of the amounts in the Escrow Account that is the subject of such dispute. ARTICLE 4. THE ESCROW AGENT 4.1 Duties of the Escrow Agent, The Escrow Agent shall not have any duties or responsibilities under this Agreement other than those specifically set forth herein and shall act only in accordance with 5 226 Attachment 3 the provisions hereof. The permissive right or power to take any action shall not be construed as a duty to tape action under any circumstances. Without limiting the generality of the foregoing,the Escrow Agent shall not have any duty or responsibility: (i)to enforce or cause to be enforced any of the terms and conditions of any other agreements of TMPA or the Participating Public Entities other than this Agreement;(ii)to verify the accuracy or sufficiency of any notice or other document received by it in connection with this Agreement; or(iii)to risk its own funds in the administration of the Escrow Account. The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon,any written notice,instruction or-request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Escrow Agent shall not be required to take notice of any default or other fact or event unless specifically notified thereof in the manner provided in this Agreement. 4.2 Liabilities of the Escrow Agent.The Escrow Agent shall not be liable to TMPA,the Cities or any other person or entity for any loss, liability or expense resulting from or arising out of any act or failure to act of the Escrow Agent in connection with this Agreement,other than a loss,liability or expense due to the negligence, gross negligence, breach of fiduciary duty or willful misconduct on the part of the Escrow Agent. Without limiting the foregoing,the Escrow Agent shall not be liable for any error of judgment by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement. The Escrow Agent may consult with counsel of its own choice whenever the Escrow Agent deems appropriate, and shall have full and complete authorization and protection for any action reasonably taken or suffered by it hereunder in good faith in accordance with the opinion of such counsel. 4.3 Indemnification of the Escrow Agent. Each Participating Public Entity and TMPA hereby agree to indemnify the Escrow Agent and hold it harmless from and against any and all claims,liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which the Escrow Agent may incur or with which it may be threatened, directly or indirectly, arising from or in any way connected with this Agreement or which may result from the Escrow Agent's following of instructions from the Participating Public Entities or TMPA in accordance with this Agreement, and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceeding or resisting any claim, whether or not litigation is instituted, but nothing herein shall be construed to obligate TWA or the Participating Public Entities to so indemnify the Escrow Agent to the extent that it is determined that the Escrow Agent has breached its fiduciary duties, acted outside the scope of authority provided by this Agreement, acted in a grossly negligent manner or with willful misconduct. The provisions of this Section 4.3 shall survive the termination of this Agreement. 4.4 Resignation of the Escrow Agent. The Escrow Agent may resign at any time by giving not less than thirty (30) days written notice of such resignation to TMPA and the Participating Public Entities. Thereafter, the Escrow Agent shall have no further obligation hereunder except to hold the Escrow Account as depositary and to continue to pay the interest or other amounts thereon as provided herein. In such event the Escrow Agent shall not take any action until TMPA and the Participating Public Entities have jointly appointed a successor escrow agent. Upon receipt of written instructions to such effect,the resigning Escrow Agent shall promptly deliver all amounts 6 227 Attachment 3 in the Escrow Account to such successor escrow agent and shall thereafter have no further obligations hereunder. 4.5 Appointment of Successor Escrow Agent. TMPA and the Participating Public Entities together may terminate the appointment of the Escrow Agent hereunder by giving a joint written notice specifying the date upon which such termination shall take effect. In the event of such termination, TMPA and the Participating Public Entities shall within thirty (30) days of such notice jointly appoint a successor escrow agent, and the Escrow Agent shall deliver all amounts in the Escrow Account to such successor escrow agent. 4.6 Fees and Expenses of the Escrow Agent. The fees as set forth on Exhibit A to this Agreement for the services to be rendered by the Escrow Agent hereunder shall be satisfied from amounts held in the Escrow Account. 4.7 Additional Agreements Relating to the Escrow Agent. 4.7.1 Unless requested by the Participating Public Entities or otherwise specifically set forth herein, the Escrow Agent shall not be required to give any bond or surety or report to any court despite any statute,custom or rule to the contrary. 4.7.2 The Escrow Agent may execute any of the duties under this Agreement by or through agents or receivers. 4.7.3 The Escrow Agent shall not be required to institute legal proceedings of any kind. 4.7.4 The Escrow Agent mares no representation beyond its due authorization and execution of this Agreement. 4.7.5 The Escrow Agent is under no obligation to disburse amounts held in the Escrow Account upon the instructions of any Governmental Authority (other than a court of competent jurisdiction). 4.7.6 The Escrow Agent's obligations with respect to the Escrow Account and amounts held therein are governed solely by this Agreement. ARTICLE 5. MISCELLANEOUS 5.1 Termination; Waiver and Amendment. This Agreement shall terminate (i) upon the written agreement of TMPA and the Participating Public Entities,or(ii)automatically upon the distribution of all amounts in the Escrow Account;provided, Sections 4.2 and 4.3 shall survive the termination of this Agreement. Any provision of this Agreement may be waived only in writing at any time by the Party that is entitled to the benefits thereof. This Agreement may not be amended or supplemented at any time,except by an instrument in writing signed on behalf of each Party hereto. The waiver by any Parry hereto of any breach of a provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 7 228 Attachment 3 5.2 Assignment. This Agreement shall not be assignable, whether by operation of law or otherwise, by any Parry without the prior written consent of the Participating Public Entities and TMPA, and any purported assignment in violation of this provision shall be void ab initio. 5.3 Notices. All notices,requests, demands, claims and other communications that are required to be or may be given under this Agreement must be in writing and shall be deemed to have been duly given when received if (i) delivered in person or by courier; (H) sent by telecopy or facsimile transmission; (iii) sent by recognized overnight delivery service, or (iv)mailed, by registered or certified snail, postage prepaid return receipt requested, to the intended recipient at following addresses: if to the Participating Public Entities: City of Bryan 300 S.Texas Avenue Bryan,Texas 77803-3937 979-209-5100 Attention: City Manager City of Greenville 2821 Washington St. Greenville,Texas 75401 903-457-3116 Attention: City Manager with a copy to: GEUS 6000 Joe Ramsey Blvd, Greenville,Texas 75402 Attention: General Manager City of Denton 215 E. McKinney St. Denton,Texas 76201-4229 940-349-8307 Attention: City Manager City of Garland 200 N 5th Garland, Texas 75040-6314 972-205-2000 Attention: City Manager 8 229 Attachment 3 if to TMPA: Texas Municipal Power Agency 12824 FM 244 Anderson, Texas 77830 979-209-5100 Attention: General Manager if to the Escrow Agent: Attn: Fax: With copy to: Attn: Fax: (_) or to such other address as any Party shall have furnished to the other by notice given in accordance with this Section 5.3. Such notices shall be effective upon actual receipt at the addresses above. Notices required to be given by the Participating Public Entities shall be effective upon receipt of either(i) a single notice signed by the director of the utility of each Participating Public Entity or (ii) separate notices signed by the director of the utility of each Participating Public Entity. 5.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding any conflict of law rules that may direct the application of the laws of another jurisdiction. The exclusive venue for the adjudication of any dispute or proceeding arising out of this Agreement or the performance hereof shall be the courts located in McLennan County, Texas, and the Parties hereto consent to and hereby submit to the jurisdiction of any court located in McLennan County, Texas. 5.5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions; covenants and restrictions of this Agreement shall continue in full force and effect and shall in no way be affected,impaired or invalidated unless such an interpretation would materially alter the rights and privileges of any party or materially alter the terms of the transactions contemplated hereby. 5.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original,but all of which together shall constitute one and the same agreement. 9 230 Attachment 3 5.7 No Third Party Beneficiaries. Neither this Agreement nor any document delivered in connection with this Agreement confers upon any Person not a Parry any rights or remedies hereunder, 5.8 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings,both oral and written,among the Parties with respect to the subject matter`hereof. No representation,promise,inducement or statement of intention has been made by any Party which.is not embodied In or superseded by this Agreement, and no Party shall be bound by or liable for any alleged representation, promise, inducement on statement of intention not so set forth. 5.9 Joint Effort. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. IN WITNESS WHEREOF,each of the Parties has caused this Agreement to be executed on its behalf by its officer thereunto duly authorized,all as of the Effective Date. TEXAS MUNICIPAL POWER AGENCY By: Name: Title: Date: Attest: Approved as to form: Counsel for Texas Municipal Power Agency 10 231 Attachment 3 CITY OF BRYAN,TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas CITY OF DENTON, TEXAS By: Name: Title: Date: Attest: Approved as to form: Counsel for the City of Denton,Texas CITY OF GARLAND, TEXAS By: Name: Title: Date: Attest: 11 232 Attachment 3 CITY OF GREENVILLE, TEXAS By: Name: Title: Date: Attest: GEUS, acting on behalf of the City of Greenville pursuant to its Charter By: Name: Title: Chair of the Board of Trustees of the Electric Utility Board Date: Attest: [ESCROW AGENT], as Escrow Agent By: Name: Title: 12 233 Attachment 3 EXHIBIT A Fee Schedule 13 234 FY 20/ 21 Council Requests Open Requests Requests Answered by Department FY All Time Request Volume by 1/21 Council Person Paul Meltzer - Deb Armintor Community Svcs Alison Maguire Environmental Svcs Jesse Davis Public Works Mayor Gerard Hudspeth Utdittes - Vicki Byrd CMO Brian Beck Library I 29% Legal 0 1 2 3 4 Fire Police Tech Services Airport Requests made by Quarter Public Affairs: Customer Svc Economic Development 159 160 Development Svcs 200 113 Finance 100 Audit 0 Municipal Court 0 Procurement I Paul Meltzer • Deb Armintor • Alison R4aguue Q1 20/21 02 20121 03 20121 Q4 20'21 � �Real Estate Davis Mayor Gerard Hudspeth � Jesse Risk Vicki Byrd • Brian Beck Other 0 50 100 150 200 Total Open Elected Official Some requests involve multiple departments,causing the Requeststotal requests by department to add up higher than the Submit New total request count 15 235 Request Council Requests for Information �• • - -• Council Iflember -• • Date Summary of -• Assigned Department Comments Council Member Armintor 05/15/21 Given recent nationwide and statewide calamities and their negative impact on the city budget, I Aaron Leal, David Gaines City Manager's Office Legal Information is provided in the May 28 Friday Report 1 — was wondering if it would be possible for Council to petition the state to allow us to repeal the senior tax freeze that I believe was instated in 2015 or 2016(?)by citizen petition and vote,and has lost the city significant tax revenue each year. ❑ Council Member Beck 05/16/21 A resident has concerns about entrance and exit traffic safety at the intersection of Spring Valley @ Becky Diviney,Rachel Wood, Development Services Public Staff is assessing this area and will provide information 2 380.Can I get a brief near-term expected mobility plan change statement to provide to him for this Scott McDonald Works-CIP region between 288 and Mayhill? In addition,could we comment on the traffic safety of this intersection and any plans for CoD or TXDOT to mitigate the safety issues he describes? 3 ❑ Mayor Hudspeth 05/18/21 The home owner at 111 S.Crawford would like to have a building that was dropped on a Scott McDonald Development Services Staff is reviewing the request and will provide information neighboring property investigated. ❑ Council Member Byrd 05/19/21 There are 3 roads of concern in SouthEast Denton that are of high concern for its citizens there. Becky Diviney Public Works Information is provided in the May 28 Friday Report These roads are construed as"Too Fast."I understand that there may be variables to undertake to 4 slow the roads down to the satisfaction of the constituents.Please investigate,analyze and produce recommendations to share with the community. I am thinking from flashing lights,road build out, center turn lane added,roundabout.... Please see in priority order:Morse Street(thoroughfare), Ruth Street and Lakey Street. 5 Mayor Hudspeth 05/20/21 Authorize staff to re-negotiate this ordinance with LINT staff and then brining it back to the city Becky Diviney Public Works Staff will schedule this during the June 8 pending Council request council for approval before it auto-renews. I I I work session 6 ❑ Council Member Beck 05/21/21 Could I please get a copy of the full Windsor/Nottingham all-way-stop traffic investigation? Becky Diviney Public Works-Traffic Staff is compiling the information 7 ❑ Council Member Davis 05/22/21 Could we get more information on the mural near Mr.Frosty?I'm told that the City has ordered the Sarah Kuechler City Manager's Office Information is provided in the May 28 Friday Report business owner to remove it? 8 ❑ Council Member Armintor 05/22/21 Can staff hang a Pride flag at City Hall for Pride Month,and possibly certain other city-owned Rachel Balthrop Mendoza City Manager's Office Staff will schedule this during the June 8 pending Council request properties where U.S.and TX flags are displayed? work session Council Member Maguire 05/22/21 I'm aware that there will be staggered closures of Bell Ave.between Texas St.and McKinney Becky Diviney Public Works Information is provided in the May 28 Friday Report 9 through the summer and early fall in order to install a new water main. Is there also a plan to permanently close Bell Ave.where it runs through the TWU campus? 10 Council Member Armintor 05/27/21 At the next possible work session,I'd like to make a 1-minute pitch request for a work session on Rachel Balthrop Mendoza City Manager's Office Staff will schedule this during the June 15 pending Council updating and editing our Council Rules and Procedure(Sec.2-29)for maximum public benefit. request work session 11 ❑ Mayor Hudspeth 05/27/21 Can staff provide an update on the ALH project? Scott Gray Facilities Information is provided in the May 28 Friday Report 12 ❑ Council Member Beck 05/27/21 Can staff help to clarify resident questions about the Windsor project? Rachel Wood Public Works-CIP Staff is reviewing the request and will provide information Council Member Davis 05/28/21 1 am requesting a work session for Council to consider giving direction to amend the sign ordinance, Scott McDonald Development Services Staff will schedule this during the June 8 pending Council request 13 creating exemptions for 1)"off premise signs"adjacent to a business property,or within a certain work session distance,without requiring the business to obtain a new Certificate of Occupancy;and 2)wall signs that are closer in function to murals and serve as public art. 14 ❑ Council Member Maguire 05/28/21 Can staff assess the trash at Nette Shultz Park? Drew Huffman Public Works-Parks Staff is assessing this area and will provide information 15 ❑ Mayor Pro TernMeltzer 05/28/21 Can staff respond to information about the National Standards for Historical Districts? Scott McDonald Development Services Staff is reviewing the request and will provide information 236 May 2021 1 2 3 4 5 6 7 K 9:00 am-COE Cancelled-10:00 am- _ancelled-2:30 pm Cancelled-8:30 am- ComawityEngagement Agenda Committee DEDC 12:00 pm-Council Luncheon 2:00 pm-CC Work 11:00 am-DCRC 12:00 pm-Bond Session Conmlittee 5:00 pm-P&Z 6:30 pm-CC Regular 3:00 pm-Health&Building Session Standards 9 10 11 12 13 14 15 9:00 am—PUB 3:00 pm-2nd Tuesday 11:00 am—EDPB 12:00 pm-Health& Session Cancelled-2:30 pm Building Standards 3:00 pm-HLC Agenda Committee 3:30 pm-Library Board 10:00 am-AAB 16 17 18 19 20 21 22 Cancelled-11:30 am-Traffic 2:00 pm-CC Work Session 9:00 am-Ivbbility Comn ittee Safety Comnvssion N eting 10:00am-Board of Ethics Cancelled-9:00 am-Commimity 6:30 pm-CC Regular My Adv Comm 3:00pm Parks,Rec,Beau Session Cancelled-12:30pm-DCRC Cancelled-12:00pm-Human 3:00 pm-CoPwD Svcs Adv Comm 5:00 pm-P&Z 4pm Public Art Conuvittee 23 24 25 26 27 28 29 9:00 am-PUB 10:00 am -CAC 12:00 pm-TIRZ No.1 Cancelled-10:00am- Civil Service Comm 3:00 pm-ZBA 2:00 pm- 4th Tuesday Cancelled-2:30 pm Board of Ethics 9:00a m Session Agenda Committee SFAC—2:OOpm 1:OOpm-Audibfinance 30 31 Ntmorial Dray Holiday 237 June 2021 1 2 3 4 5 Nb Council 1Vbeting 8:00 am Agenda Committee 8:30 am—DEDC 3:00 pm-Health&Building Standards 6 7 8 9 10 11 12 9:00 am—COE- 2:00 pm-2nd Tuesday 11:00 am-EDPB 3:30 pm-Library Board Cancelled Session 5:30 pin-AAB 11:30 am-Council Luncheon 13 14 15 16 17 18 19 9:00 am-PUB 2:00 pm-CC Work 9:00 am-Nbbility 9:00 am-CDAC Session Committee 1Vbeting 12:00 pm—HSAC 6:30 pm-CC Regular 3:00 pm-Animal Shelter 3:00 CoPwD(Special Session Advisory Called Mg.) 20 21 22 23 24 25 26 11:30 am-Traffic Safety 10:00 am-CAC 9:00 am-Conmmmity 10:00 am-Audit/Finance Commission Partnerhship Committee 2:00 pm-4th Tuesday Session 3:OO pin- Board of Ethics 27 28 29 30 9:00 am-PUB NJo Council Nbeting 238 July 2021 1 2 3 8:30 am-DEDC 4 5 6 7 8 9 10 Nb Council Luncheon No Council Nbeting 3:30 pm-library Board 4th of July Holiday 10:00 am-Coninunity Engagement Mj 11 12 13 14 15 16 17 9:00 am-PUB Council Nbeting 11:00 am-EDPB 3:00 pm-Committee on 9:00 am-CDAC Persons w/Disabhilites 5:30 pm-AAB 12:00 pm-HSAC 18 19 20 21 22 23 24 11:30 am-Traffic Safety 2:00 pm-CC Work 9:00 am-Nbbility 1:00 pm—Audit/Finance Commission Session Committee Nbeting 6:30 pm-CC Regular Session 25 26 27 28 29 30 31 9:00 am-PUB 10:00 am-CAC 12:00 pm-TIRZ No.1 10:00 am-Board of Ethics 2:00 pm-4th Tuesday Session 239 Cityof Denton City Hall 215 E. McKinney St. Denton,Texas 76201 www.cityofdenton.com DENTON Meeting Agenda City Council Monday,June 7,2021 11:30 AM Council Work Session Room Note: Mayor Gerard Hudspeth, Mayor Pro Tem Meltzer, and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor will be participating in the work session via video/teleconference. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Monday, June 7, 2021 at 11:30 a.m. in the Council Work Session Room at City Hall, 215 E.McKinney Street,Denton, Texas at which the following items will be considered: WORK SESSION 1. Work Session Reports A. ID 21-855 Receive a report, hold a discussion, and give staff direction regarding funding for a new Economic Development Catalyst Fund. B. ID 21-1084 Receive a report, hold a discussion, and give staff direction on filling the City Attorney position and the recruitment process. C. ID 21-1065 Receive a report, hold a discussion and give staff direction regarding FY 2021-22 departmental budget presentations. Note: The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. Note: Adjournment of the Work Session will be at 12:50 p.m. to allow for the Joint Meeting with the Denton Housing Authority set to follow at 1:00 p.m.(separate agenda posting). CERTIFICATE I certify that the above notice of meeting was posted on the official website (https://www.cityofdenton.com/en-us/govern nent/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on June 4, 2021, in advance of the 72-hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page I Printed on 512812021 240 City Council Meeting Agenda June 7,2021 Page 2 Printed on 512812021 241 Cityof Denton City Hall 215 E. McKinney St. Denton,Texas 76201 www.cityofdenton.com DENTON Meeting Agenda City Council Monday,June 7,2021 1:00 PM Council Work Session Room DHA Location TBD JOINT MEETING WITH DENTON HOUSING AUTHORITY BOARD OF COMMISSIONERS Note: Mayor Gerard Hudspeth, Mayor Pro Tern Meltzer, and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor will be participating in the joint meeting via video/teleconference. Further, the Denton Housing Authority Board of Commissioners will be participating via vide/teleconference which will be duly noted within their respective agenda. After determining that a quorum is present, the Joint Meeting of the City Council of the City of Denton and the Denton Housing Authority will be held on Monday, June 7, 2021, at 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, and Location TBD FOR THE DENTON HOUSING AUTHORITY Denton,Texas at which the following items will be considered: 1. Work Session Reports A. ID 21-737 Receive a report and hold a discussion with the Denton Housing Authority regarding the overall policies, procedures, budgets, financial arrangements, and other details for housing projects, programs, and potential partnerships between the City of Denton and the Denton Housing Authority. NOTE: The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. CERTIFICATE I certify that the above notice of meeting was posted on the official website (https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on June 4, 2021 in advance of the 72-hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page I Printed on 512812021 242 Cityof Denton City Hall 215 E. McKinney St. Denton,Texas 76201 www.cityofdenton.com DENTON Meeting Agenda City Council Tuesday,June 8,2021 2:00 PM Council Work Session Room WORK SESSION BEGINS AT 2:00 P.M.IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL WORK SESSION ROOM Note: Mayor Gerard Hudspeth, Mayor Pro Tem Meltzer, and Council Members Vicki Byrd, Brian Beck, Jesse Davis, Alison Maguire, and Deb Armintor will be participating in the work session, closed meeting and meeting via video/teleconference. REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Due to COVID-19 precautions, members of the public will not be able to attend the June 8, 2021 City Council meeting in-person. To accommodate and receive input on agenda items, citizens will be able to participate in one of the following ways (NOTE: Other than public hearings, citizens are only able to comment one time per agenda item; citizens cannot use both methods to comment on a single agenda item. Public comments are not held for work session reports.): • Virtual White Card — On June 4, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant's name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR • By phone — Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller's information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller's information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item,no matter the method. Page I Printed on 512812021 243 City Council Meeting Agenda June 8,2021 - At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, June 8, 2021, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street,Denton,Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports A. ID 21-451 Receive a report, hold a discussion and give staff direction regarding FY 2021-22 departmental budget presentations. B. ID 21-616 Receive a report, hold a discussion, and give staff direction regarding the scope and connectivity options for the Westgate Roadway Improvement Project. C. ID 21-1143 Receive a report, hold discussion, and give staff input regarding the TXDOT required electric transmission line reconstruction around I35 and Loop 288. D. ID 21-560 Receive a report, hold a discussion, and give staff direction on pending City Council requests for information for: Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code,as amended,or as otherwise allowed by law. 1. Closed Meeting: A. ID 21-1004 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to the potential sale of City-owned real property situated in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, located at 414 West Parkway Street, where a public Page 2 Printed on 512812021 244 City Council Meeting Agenda June 8,2021 deliberation of such potential sale would have a detrimental effect on the City's position in negotiations with a third party. Consultation with the City's attorneys regarding legal issues associated with the potential sale involving the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would otherwise compromise the City's legal position in any negotiations. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the `Public Power Exception'). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act,including,without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to consider the following items: 1. SPECIAL PRESENTATION A. ID 21-633 Denton County Commissioners Dianne Edmondson and Ryan Williams regarding County Government Month. 2. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — P). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 21-1072 Consider approval of the minutes of May 18,and May 25,2021. B. ID 21-503 Consider adoption of an ordinance by the City of Denton, Texas, authorizing the City Manager to sign and submit to the Department of Housing and Urban Development a 2021 Action Plan for Housing and Community Development with appropriate certifications, as authorized and required by the Housing and Community Development Page 3 Printed on 512812021 245 City Council Meeting Agenda June 8,2021 Act of 1974, as amended, and the National Affordable Housing Act of 1990, as amended; authorizing the Community Services Manager and Community Development Coordinator to sign release of liens and subordination agreements upon certain conditions; and providing for an effective date. C. ID 21-818 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City of Denton and the Denton Affordable Housing Corporation to provide HOME Investment Partnership Program funds for rehabilitation of four (4) rental units located at Mill St. in Denton, Texas; authorizing the expenditure of funds not to exceed$98,532.98; and providing an effective date. D. ID 21-1050 Consider approval of a resolution of the City of Denton in support of the Original Denton District's application for the Arts Respond - Cultural District Project grant from the Texas Commission on the Arts in the amount of $100,000 for renovation of the Community Stage in Quakertown Park; authorizing the Original Denton District to execute a letter of support; and providing an effective date. The Public Art Committee recommends approval() E. ID 21-1052 Consider approval of a resolution of the City of Denton authorizing the Original Denton District to provide a letter of support to the Texas Commission on the Arts for an application by Tejas Storytelling Association for the Arts Respond - Cultural District Project grant in the amount of $7,000 for aid in 2022 Texas Storytelling Festival expenses; and providing an effective date. The Public Art Committee recommends approval(7-0). F. ID 21-1053 Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or designee, to accept on behalf of the City an offer from the Texas Department of Transportation relating to a CARES Act airport grant of $157,100; authorizing the execution of all agreements required to accept the offer; and providing for an effective date. The Council Airport Committee recommended approval(2-0). G. ID 21-1051 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager, or her designee, to execute an Interlocal Agreement with Texas Woman's University to define the duties and obligations involved with the coordination of public safety related efforts; and providing an effective date. H. ID 21-1069 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with TRC Engineers, Inc., for the administration of communication companies requests to attach wired and wireless joint use services to City of Denton infrastructure, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7328 - Professional Services Agreement for administration services awarded to TRC Engineers, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of$50,000.00). The Public Utilities Board recommends approval(4-0). I. ID 21-1070 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal Page 4 Printed on 512812021 246 City Council Meeting Agenda June 8, 2021 corporation, authorizing the approval of Change Order No. 1 to the contract between the City of Denton and John Burns Construction Company of Texas, Inc., for the construction of the Hickory Substation underground transmission and distribution duct banks; providing for the expenditure of funds therefor; and providing an effective date (RFP 7420- Change Order No. 1 in the not-to-exceed amount of $110,775.30, for a total contract award aggregated to $922,146.00). The Public Utilities Board recommends approval(4-0). J. ID 21-1071 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with WM. M. Coleman & Associates, Inc. dba Coleman & Assoc. Land Surveying, for ground surveying services for the City of Denton Landfill, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7613 - Professional Services Agreement for ground surveying services awarded to WM. M. Coleman & Associates, Inc. dba Coleman & Assoc. Land Surveying, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $500,000.00). The Public Utilities Board recommends approval(4-0). K. ID 21-1073 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Probe America, Inc., for Odor Control Chemicals for the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 7614-1 - awarded to Probe America, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $150,000.00). The Public Utilities Board recommends approval(5 -0). L. ID 21-1074 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Green Planet, Inc., to provide Household Hazardous Waste Disposal Services for the Solid Waste & Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7654- awarded to Green Planet, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $200,000.00). The Public Utilities Board recommends approval(4-0). M. ID 21-1075 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Caterpillar, Inc., through Sourcewell Contract # 032119-CAT, for one (1) Backhoe Loader for the Wastewater Collections Department; providing for the expenditure of funds therefor; and providing an effective date (File 7683 - awarded to Caterpillar, Inc., in the not-to-exceed amount of $109,364.18). The Public Utilities Board recommends approval(4-0). N. ID 21-1077 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 20-599, specifically, the awarded amount of the contract for Commercial Electronics Corporation, to provide Motorola Page 5 Printed on 512812021 247 City Council Meeting Agenda June 8, 2021 API (Application Programming Interface) for the HigherGround and Motorola Project 25 Land Mobile Radio Applications;providing an effective date(File 7180). O. ID 21-1079 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Interspec, LLC, for Irrigation Controllers for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7643 - awarded Interspec, LLC, for one (1) year, with the option for four (4) additional one (1)year extensions,in the total five(5)year not-to-exceed amount of$500,000.00). P. ID 21-1080 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Techline, Inc., for the supply of Electric Utility Aluminum Pipe Bus to be stocked in the City of Denton Warehouse; providing for the expenditure of funds therefor; and providing an effective date (IFB 7676- awarded to Techline, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of$375,000.00). 3. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-1068 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a contract with Jagoe-Public Company for the construction of the 2020 Street Bundle - Sector II Project with geographical limits as follows: North Texas Boulevard from West Oak Street to Eagle Drive, Stella Street from South Bonnie Brae Street to North Texas Boulevard, Chestnut Street from Welch Street to Bernard Street, and Welch Street from Fannin Street to Collins Street; providing for the expenditure of funds therefor; and providing an effective date (CSP 7582- awarded to Jagoe-Public Company, in the not-to-exceed amount of$5,044,681.00). The Public Utilities Board recommends approval(4-0). B. ID 21-791 Consider adoption of an ordinance authorizing a development agreement between the City of Denton and Sagebrook Denton, LP (the "Developer") for roadway improvements along Brush Creek Road and Allred Road required as part of the Sagebrook Addition to the City of Denton; authorizing the City Manager to execute the agreement; and providing for an effective date. C. ID 21-983 Consider approval of a resolution to appoint a member to the Board of Directors of the Texas Municipal Power Agency, a Texas Joint Powers Agency, to represent the City of Denton, Texas, a Texas Home-Rule Municipal Corporation; and declaring an effective date. D. ID 21-1031 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $XX,XXX,XXX in principal amount of "City of Denton General Obligation Bonds, Series 2021"; authorizing the issuance of the bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of bonds; approving and authorizing instruments and procedures relating to said bonds; enacting other provisions relating to the subject; and providing an effective date. E. ID 21-1032 Consider adoption of an ordinance considering all matters incident and related to the Page 6 Printed on 512812021 248 City Council Meeting Agenda June 8,2021 issuance, sale and delivery of up to $XX,XXX,XXX in principal amount of "City of Denton Certificates of Obligation, Series 2021"; authorizing the issuance of the certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the certificates; approving and authorizing instruments and procedures relating to said certificates; enacting other provisions relating to the subject; and providing an effective date. F. ID 21-1105 Consider approval of a resolution of the City Council of the City of Denton, a Texas home-rule municipal corporation, appointing a Primary Member and Alternate Member as official voting representatives to the current unexpired terms to the North Central Texas Council of Governments' Regional Transportation Council; and providing an effective date. G. ID 21-1107 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, suspending the January 23, 2021 effective date of CoSery Gas, Ltd.'s requested rate increase to permit the City time to study the request and to establish reasonable rates; approving cooperation with other cities in the CoSery Gas, Ltd. service area; approving the hiring of legal counsel and consultants to represent City in all matters associated with CoSery Gas, Ltd.'s application to increase rates and appeals thereof; authorizing intervention in docket OS-20-00005136 at the Railroad Commission; authorizing reimbursement of City's rate case costs and expenses; finding that the meeting at which this Ordinance was passed was open to the public and that public notice was given as required; authorizing and requiring issuance of a copy of this Ordinance to CoSery Gas,Ltd. and legal counsel; and providing an effective date. H. ID 21-911 Consider nominations/appointments to the City's Boards, Commissions, and Committees: Airport Advisory Board, Animal Shelter Advisory Committee, Board of Ethics, Committee on Persons with Disabilities, Community Development Advisory Committee, Denton Police Department Chief of Police Advisory Board, Health & Building Standards Commission, Historic Landmark Commission, Human Services Advisory Committee, Library Board, Parks, Recreation & Beautification Board, Planning & Zoning Commission, Public Art Committee, Public Utilities Board, Traffic Safety Commission, and Zoning Board of Adjustment. L ID 21-1096 Consider appointments to City Council Committees, Development Code Review Committee, Dallas Regional Mobility Coalition, Discover Denton Advisory Board, Lake Ray Roberts P&Z Commission, and Denton County Leadership Teams (Behavioral Health,Homelessness, and Workforce Success). 4. CONCLUDING ITEMS Page 7 Printed on 512812021 249 City Council Meeting Agenda June 8,2021 A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics,above posted. CERTIFICATE I certify that the above notice of meeting was posted on the official website (https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on June 4, 2021, in advance of the 72-hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 8 Printed on 512812021 250 FUTURE WORK SESSION ITEMS MATRIX As of May 28,2021 Currently Slated Work Session Items 1-June 2021 No meeting-Day aker Memorial Day Holiday FY 2021-22 Departmental Presentations:Municipal 7-June 2022 Judge/Municipal Court; Catalyst Fund Discussion [Luncheon @ 11:30 a.m.] Internal Audit;Economic (Included in Budget Filling the City Attorney Development discussions) portion 21-1065 21-855 21-1084 7-June 2022 [Luncheon-DHA Joint Joint Meeting with DHA Special-City Council @ 1:00 .m.] 21-737 FY 2021-22 Departmental Presentations:City Council/CMO;Public Affairs/Cable TV;Legal; 8-June 2021 Community Services;Animal Transmission Line Relocate [Speciall Services; Westgate Project Council Request 21451 21-616 21-1134 21-560 FY 2021-22 Departmental 15-June 2022 Presentations:Library;Parks [Regular] and Recreation;Police Internal Audit-Water Rate B&C 2021 Appointment (includes Safety) Structure Process Council Request 21452 21-1066 21-865 21-561 FY 2021-22 Departmental Presentations:Finance; Procurement/Compliance/ 22-June 2021 Warehouse;Fire; [Special] HR/Risk/Health;Tech Services (includes Public Safety Dispatch) ETJ-Lake Ray Roberts Tree Ordinance Review ARP Funding Council Request 21-453 21-738 TBD 21-1054 21-562 29-June 2021 No meeting-Sth Tuesday FY 2021-22 Departmental 20-July 2021 Presentations:Fleet;Streets; Streets Fund [Regular] Traffic;Engineering;Facilities; 21-854 FY 2021-22 Proposed Budget, Airport;Development Services Community Services-HSAC Internal Audit-Building CIP&5-Year Financial Forecast(includes Real Estate) and CDAC Permits Council Request 21-455 21-938 21-694 21-703 21-759 FY 2021-22 Departmental 27-July 2021 Presentations:DIVE;Solid FY 2021-22 Proposed Budget, Waste;Water;Wastewater/ Internal Audit-Water Internal Audit-Water [Special] CIP&5-Year Financial Forecast Drainage Production Distribution Council Request Jn7 1456 21-939 21-981 21-982 21-760 2021 Budget Workshop eon] 21-1087 Capital Improvement Program 2021 and Five-year Finaancial ular] Forecast Council Request 21 457 21-1088 Capital Improvement Program 3 2021 and Five-Year Finaancial ecial] Forecast Council Request 21-458 21-1089 Capital Improvement Program 1 2021 and Five-Year Finaancial ular] Forecast Council Request 21-459 21-1090 Capital Improvement Program 2 2021 and Five-Year Finaancial ecial] Forecast Council Request 21-460 21-1091 Redistricting Update Stormwater Master Leak Adjustment Ordinance August 2021 20-1661 21-557 01 C Construction Code Review TPID update a � 21-735 TBD N m C ~ Southwest Park Master Plan YDev.Districts Policy Manual Review N TBD 21-553 0J LA Y Delegated Authority Mobility Plan 0 TBD TBD Economic Development Parkland Dedication& Programs and Policy Development Ordinance Discussions 21-109 ITBD 251 1 Street Closure Report: Upcoming Closures Reporting Week of May 31st - June 6th Street/Intersection To I Closure StartmLq�0 Description Department Department Contact Date Bell Ave at Mckinney St 06/14/21 08/12/21 Water Distribution will be Water Tiffany Sherrane installing a new water main line and services. Bell Ave at Mingo Rd 08/13/21 08/27/21 Water Distribution will be Water Tiffany Sherrane installing a new water main line and services. Bell Ave Withers St Mingo Rd 07/20/21 08/30/21 Water Distribution will be Water Tiffany Sherrane 3 installing a new water main line and services. Bell Ave Texas St Withers St 06/25/21 07/19/21 Water Distribution will be Water Tiffany Sherrane installing a new water main line and services. Boxwood at Chittamwood 3800 Boxwood 06/07/21 07/02/21 Concrete Street Panel and Streets Robbin Webber 5 Sidewalk Repair.Remove the pavement and install new concrete. Carroll Blvd(SB) Stroud Highland 06/21/21 07/23/21 Concrete Street Panel and Streets robbin.webber@cityofdenton.cw Sidewalk Repair.The process m 6 starts with Barricading the failed sections of concrete pavement, remove the pavement,and install new concrete. Edwards Desert Willow Forrest Willow 07/19/21 09/03/21 Concrete Street Panel and Streets Robbin Webber 7 Sidewalk Repair.Remove the pavement and install new concrete. Exported on May 28,2021 10:16:42 AM CDT 252 Page 1 of 1 2 Street Closure Report: Current Closures Street/Intersection From To losure Start Closure End Date Date Description Department Department Contact Amherst Dr Georgetown Dr Malone St 04/15/21 06/11/21 Water Distribution will be Water Tiffany Sherrane 1 installing new water main and water services. Bell Ave McKinney Street Hickory Street 02/01/21 07/02/21 Closures starting 6/1/21. kyle.pedigo@cityofdenton.com Various traffic shifts will be required at the intersection of 2 Bell and Oak(between McKinney and Hickory)in order to cross Bell with a new drainage line on Oak Street. Bell Ave Administration Dr Texas St 05/29/21 06/24/21 Water Distribution will be Water Tiffany Sherrane 3 installing a new water main line and services. Bernard St Hickory St Chestnut St 05/31/21 07/14/21 Water Distribution will be Water Tobey Fowler 4 replacing the water main line and services. 5 Bonnie Brae IH 35E Scripture 06/15/20 07/30/21 North South Water Main Phase Streets Seth Garcia 3 Carroll Blvd(SB) Egan Panhandle 05/31/21 06/25/21 Concrete Street Panel Repair. Streets robbin.webber@cityofdenton.cw The process starts with m 6 Barricading the failed sections of pavement,remove the pavement and subgrade,and install new concrete pavement. Crestmeadow Street Windsor Bauer 05/31/21 06/18/21 Curb and Gutter Repair:The Streets robbin.webber@cityofdenton.co 7 process starts with barricading m the failed sections and then installing new Curb and Gutter. Eagle Drive Kendolph Street Ave B 05/01/21 06/04/21 Contractor for the Carriage colton.garrett@cityofdenton.co Square Apartments will be m doing work on the North side of the project which will require the 8 East bound lane of Eagle Drive to be shifted to the north for safety purposes. This will eliminate the turn lane in this area temporarily. Please see attached TCP. Elm Hickory Prairie 05/11/20 07/09/21 PEC 4 Utility Project Engineering Seth Garcia Elm Street Eagle Drive (dead end) 05/17/21 09/30/21 Atmos Energy will be closing Atmos Alice Province street intermittently to replace and relocate an existing gas main and service lines Hickory Street Welch Carroll 08/31/20 09/04/21 Construction is set to begin on Kyle Pedigo West Hickory Street between N. Welch Street and Carroll Blvd in October of 2020 and continue 11 through September of 2021. Detailed lane closure information is forthcoming pending approval of the contractor's phasing and traffic control plans. Mckinney duchess Glengarry 02/01/21 12/24/21 McKinney-Mayhill Intersection Engineering Trevor Crain This project is widening the intersection and 600'each way 12 to match existing conditions along McKinney.Also includes water,wastewater,and drainage improvements. Nottingham Unversity(US380) 500 feet to the south 06/02/21 07/14/21 Milling and turn lane addition Engineering Dustin Draper with a siganl upgrade. Exported on May 28,2021 10:17:53 AM CDT 253 Page 1 of 2 Street/Intersection From To Closure Start Closure End Description r)en;;rt Department Contact Date Date Oak Street Bell Street UPRR Railroad 02/01/21 08/28/21 Adding drainage line to Oak kyle.pedigo@cityofdenton.com Street as part of the Downtown Storm Sewer Project. Scripture Bonnie Brae 1,300 ft.to the West 03/22/21 02/25/22 Reconstruct;Scripture from Streets robbin.webber@cityofdenton.co Bonnie Brae to approximately m 1,300 ft.to the west.This includes removal and replacement of failed sections of curb and gutter.Milling of the old asphalt pavement and the stabilization of subgrade and the installation of new asphalt pavement. Phase I East Bound Outside Lane Phase II West Bound Outside Lane Phase III Middle Lane Uland Railroad Rose 02/11/21 06/21/21 Wastewater collections will be Tiffany Sherrane 16 installing a new wastewater main line and services. Walnut Street Locust Street Elm Street 05/17/21 09/30/21 Atmos Energy will be Atmos Alice Province 17 excavating street to complete replacement/relocation of their existing gas main Western Blvd Jim Chrystal Airport Rd 06/01/21 08/02/21 PH1-Installing sewer line Private Development Public Jeremiah Tillman-David across Western from median to Works Inspections 18 private property.PH2-Median removal,future pour for Turn Lanes Williamsburg Row Jamestown Ln Nottingham 06/22/21 07/13/21 Wastewater Collections will be Wastewater Tiffany Sherrane 19 replacing the sewer main line and services from Jamestown to the east 550 feet 20 Windsor Nottingham Branch Crossing 04/09/21 05/31/21 Roadway reconstruction Engineering Trevor Crain Woodhaven Msitywood Emerson 04/05/21 07/14/21 This project will consist of the Streets robbin.webber@cityofdenton.co removal and replacement of m failed sections of curb and 21 gutter,the milling off the old asphalt and base material,lime stabilize the subgrade and the installation of new asphalt pavement. Exported on May 28,2021 10:17:53 AM CDT 254 Page 2 of 2 3 Street Closure Report: Completed Closures Street/Intersection r1rom To Date Date Description Department Department Contact Bell Ave Chapel Dr Administration Dr 02/22/21 05/28/21 Water Distribution will be Water Tiffany Sherrane 1 installing a new water main line and services. 2 Bonnie Brae University Riney Rd 04/26/21 05/01/21 Water Line Installation Private Development jeremiah.tillman- Boxwood Plumbago at Intersection 05/10/21 05/28/21 Concrete Street Panel and Streets robbin.webber@cityofdenton.co Sidewalk Repair.The process m 3 starts with Barricading the failed sections of concrete pavement, remove the pavement,and install new concrete. Carmel Hobson EI Paseo 05/05/21 05/27/21 Mill and Overlay Carmel:The Streets robbin.webber@cityofdenton.cw street will be milled and the m asphalt based course installed 4 in sections.Once this part of the process is complete,then the entire length of the street will have the final asphalt surface installed. Carmel St Hobson EI Paseo 03/08/21 05/07/21 Curb and Gutter Repair.The Streets Robbin Webber process starts with Barricading 5 the failed sections of,Curb and Gutter remove and install curb and gutter.Weather delays. Chimney Rock San Felipe Memorial 04/19/21 05/21/21 Concrete Sidewalk Repair.The Streets robbin.webber@cityofdenton.co process starts with Barricading m 6 the failed sections of concrete Sidewalk,remove,and install new concrete Jim Chrystal Precision Rd Western Blvd 04/26/21 05/03/21 Westpark Warehouse Public Works Inspections jeremiah.tillman- 7 david@cityofdenton.com Patch Repair(Warranty Work) 8 Old Bonnie Brae Roselawn Vintage 02/08/21 05/07/21 Bonnie Brae Phase 2 will be Engineering seth.garcia@cityofdenton.com repaving Old Bonnie Brae Salon Ct Thorough bred Cul v Sac 04/05/21 04/30/21 Concrete Street Panel and Streets Robbin Webber Sidewalk Repair.The process starts with Barricading the failed sections of concrete pavement, remove the pavement,and install new concrete. 10 Scripture Lovell Normal 04/30/21 05/28/21 Loading Crane onto Jobsite Public Works Inspections stephany.trammell@cityofdento Sun Ray Cat Tail Red Bud 03/29/21 05/14/21 Concrete Sidewalk Repair.The Streets robbin.webber@cityofdenton.co process starts with Barricading m 11 the failed sections of concrete Sidewalk,remove,and install new concrete Thorough Bred Thackery at Intersection 04/26/21 05/21/21 Concrete Street Panel and Streets robbin.webber@cityofdenton.co Sidewalk Repair.The process m starts with Barricading the failed sections of concrete pavement, remove the pavement,and install new concrete. 13 Western Blvd Airport Rd Jim Chrystal 12/21/20 04/30/21 Westpark Warehouse Phase 2 jeremiah.tillman- Wood St Mckinney St Davis St 04/05/21 05/17/21 Wastewater collections will be Tiffany Sherrane 14 installing a new wastewater main line and services. 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