2021-034 TMPA Mining Property and Potential SaleDate: 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.
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
Map of TMPA mine property (10,611 acres)
(JKH 05/19/21)
Attachment 1
TMPA Mining Property
Grimes County, Texas
Attachment 2
TMPA Mining Property
Grimes County, Texas
Attachment 2
1 ' • 1 '
A RESOLUTION OF THE CITY OF DENTON, A TEXAS HOME RULE MUNICIPAL
CORPORATION ("CITY99), APPROVING AND AUTHORIZING THE SALES OF CERTAIN
ASSETS SY THE TEXAS MUNICIPAL POWER AGENCY ("AGENCY99) 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,
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GREENVILLE ("PARTICIPATING PUBLIC ENTITIES99 [EACH A"PARTICIPATING PUBLIC
El\
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ASSOCIATED REFUNDING OF ITS FINANCIAL OBLIGATIONS; AND TO TAKE SUCH
OTHER AND FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND
FINALIZE T IE 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 fhe City, the •Gity's approv l 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 ofrefunding bonds and ofthe 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 1 Y THE CITY COUNCIL OF THE CITY OF
DL` 1\ 1 ol\y 1 L` AAS:
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.
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 ofthe sale ofthe 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 ofthe sale ofthe 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
corrrmercial paper as necessary to efiect 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 3 day of , 2016.
u . __ *:
CORPORATION '
f
Chris Watts, Mayor
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Attachement 4
ATTACHMENTS
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Sabpart A— Terms of refunding of generation debt
Subpart B— Terms of refunding of transmission debt
1 1' '
Attachement 4
1 : ' 1
The Purchased Assets consist of real property, buildings, structures and fixtures, the personal property
generally described as follows:
l e l I 3•t rt.: 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.
m. Switch Yard.
n. Rail Spur to BNSF Line.
o. Spur right of way and easernents 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 tl is Transaction. -
s. Main Transformer outside the Gibbons Creek Substation.
t. Navasota River Pump Station.
1 cl ii mm
Attachement 4
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.
All other reservations and exclusions or limitations necessary to operate the above
excluded items.
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:
Gibbons Creek to Singleton 345kV double-circuit transmission line.
2. Gibbons Creek to Jack Creek 345kV double-circuit transmission line.
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 oftwo 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.
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 Septembor 1, 2040
Attachement 4
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is
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
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 ident cal 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 ofthe sale of Generation Assets as contemplated by
TMPA Boaxd 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
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_._....
Name:
Title:.
Date;
Attest:
Approved as to form:
Counsel for Texas Municipal Power A gency
CITY OF BRYAN, TEXAS
BY . .—
Name;
Title:
Date:
Attest;
Page 3 of 5
Attachement 4
Approved as to form: . . ... _..
Counsel for the Ciiy of Bryan,Texas
CITY OF DENTON
By: ...
Name
Title: ' " . ..
Date:.
Attest: , ^
a v : to "
Counsel for the City +" r t, Texas
CITY OF GARLAND, TEXAS
By: ..._.
Name:
Title:
Date:
Attest:
CITY OF GREENVILLE, TEXAS
By: ....._.
Name:
Title:
Date:
Attest:
Page 4 of 5
Attachement 4
GEUS, acting on behalf of the City of Greenville pursuant to its Charter
Name:
Title: Chair of the Board of Trustees of the I;lectric Utility Board
Date:
Attest:
Page 5 of 5
Attachement 4
t : * , ! t:: R '.
Attachement 4
AMENDMENT NO.1 TO THE
JOINT OPERATING AGREEMENT
ETWEEN
TEXAS MUNICIPAL POWER AGENCY
AND
CITY Ok' BRYAN, TEXAS
CITY OF DENTON, TEXAS
CITY OF GARLAND, TEXAS
CITY OF GREEN''ILLE, 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 ("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 (herein
collectively "Cities" or individuaily "City"), each of which cities is a municipal corporahon o e
State of Texas, a home rule city, and a Participating Public Entity in TMPA (collectively, the
Parkies"}. Capitalized terms used in this Amendment not othervvise defined herein shall have the
defmition 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 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 TMPA and a proposed
purchase of certain transmission assets of TMPA, pursuant to TMPA Board Resolution 2016-1-5;
and
WHEREAS, the Parties desire to amend the JOA to permit (i) these two sales ofassets 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 Reclamarion Bonds; and
ry
WHEREAS, the Farties have agreed to this Amendment of the JOA to accomplish these
purposes; and
Page 1 of 13
Attachement 4
a,;
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:
Sectian 1. In the event the Generation Asset Sa1e is terminated, or for any reason does
not close, this Amendment shall terminate and be af no force or effect.
Section 2. Article I ofthe 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 ofthe 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 ofGeneration Assets resulting from a request
for proposal process authorized by TMPA Boazd 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
T+iPA'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 TNIl'A'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
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 a11 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 $oard 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
indehtedness: (i) the "Texas Municipal Power Agency Subordinate Lien Revenue Refunding
Bonds, Series 2008," (ii) "Texas 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 Iti unicipal Power Agency Subordinate Lien
Revenue/Transmission Revenue Converting Security Re nding 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 pvrsuant 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 defeasarice 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 ofsuch debt,
the substantially similar definition of such term in the Bond Resolution authorizing the Refunding
Transmission Debt", and shall include revenues from the charge pemutted 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
Attachement 4
matters relating to decommissionin.g of the power plant at such time as it may be removed from
service, (3) disposirion of TMPA assets, (4) matters related to the Generation Assets Sale, the
Trans mission 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
SEFTEMBER 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 ofthe costs ofTMPA operations for this period
shall be through the (i) Annual Systern 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) ofthe 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 percenta.ges: $ryan - 21.7%; Denton - 21.3%; Garland - 47%; Crreenville -10%."
Section 6. Section 2.6.i.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 yeaz commencing October 1, 2018, and
annually thereafter, the TMPA Boazd shall adopt annual budgets, by business category, and adopt
charges for the recovery ofthe costs ofoperations by business category, accflrding 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:
Noiwithstanding 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
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 ofDebt other than Transmission Debt, whether bonds, notes, a new commerciai
paper program or increase in an existing commercial paper program, or obligation for borrowed
money af any kind, unless such Debt is: (1) attributed to a single business category, (2) approved
by a Super Majority Vote of the TMPA Boazd and by concurrent resolutions ofeach Participating
Public Entity in the business category to which the debt is attributed, and (3) secured solely by
assets or revenues ar operations of the business category to which it is attributed. From and after
September 1, 2Q16, 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
pmposed 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 ofthe 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 SIGI IIFICANT
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 af long-term
obligation unless such obligation is: (1) attributed to a single business category, (2) approved by a
Super Majority Vote of the TMPA Boazd 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 ariributed. For purposes of this
paragraph 2.6.2.6, "long-term or sigttificant obligatian" 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 ofnotice 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 ($14,400,000.00) 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
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: APPRC}VALS OF REFUNDING DEBT AND CONCURRENT
COMMERCIAL PAPER PROGRAMS
1) Upon approval ofthe 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 Generarion Debt on terms that permit
the consummarion 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 ofthe 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 Participa.ting Public Entities under this
Agreement, and each Participating Public Entiry 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
Pazticipating 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 $275,400,000. 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
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 Transrnission Debt, each Participating Pub ic Entity hereby agrees
ta be unconditionally obligated to pay TNII'A, 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 followi.ng
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: l 0.U%: '
Section 11. Article II of the JOA is hereby amended by adding the following Section
2.13 after Section 2.12:
Secrion 2.13: PROCEEDS OF SALES OF CERTAIN ASSETS: Notwithstanding Sections
2. 12, 4.4 and 5.4, the procceds 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 SaIe 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 reconciliatian, 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%.
Page7of13
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 pr s 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 ofFinal
Working Capital proceeds is not sufficient for each Participating Public Entity to receive an
allocation ofthe Total Proceeds equal to its percentage above, TMPA shall assess a charge to each
Participating Public Entity whose }ercentage of Total Proceeds exceeds its percentage above.
Receipts frorn 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, 201 S, 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
W"
fittancial commitrnent 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 - lU%, and
billed to each Participating Public Entity on a monthly basis, unless a different schedule ofcharges
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 2.11.1, it shall remain responsible for the sarne 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 l, 2018, or unmediately upon the
Generation Asset Sale Closing if the Generarion Asset Sale Closing occurs prior to October I,
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 Decomnussioning 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
Attachement 4
Bryan - 21.7%; Denton - 21.3%; Garland - 47%; Greenville - 10%. In the event that Transmissian
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, 241$, in the event that a Participatin,g Public Entity exits
the Transrnission 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 N 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 pmvisions of this
Section 4.4.1, the Parties agree that the Transmission Assets as identified in the Transmission
Assets Saie 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 ar 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 shazes
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 temunation payment TMPA is required to pay."
Section 15. Article V of the JOA is hereby amended by adding the following Secrion
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
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 S.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 TMPA."
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 Generadon Asset Sale Closing, TMPA shall amend Schedule A to
remove all assets sold. Notwithstanding Section 5.4, 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 S. S.b:
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 Boazd 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 ternunate 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 Boazd or city council action, as applicable.
Page 10 of 13
Attachement 4
d) 's Amendment may be executed in ultiple cownte s, each of which sha.11
constitute an ori ° 1 but both or all of w'c , when taken to e er, shall constitute but one
instrument. 's Amendment may be delivered y the exc ge of si ed si e pages by
facsimile ission or by attaching a pdf copy to an email, and any p' ted or copi v ion
of any si ture page so delivered shall have the same farce and effect as an ori ' ly si ed
version of such si page.
IN WITNESS WHEREOF, the Parties have executed this Amendment Number One to
Joint erating A ent, to be effective upon the Effective Date as set forth in the Recitals.
TEXAS MUNICIPAL POWER AGENCY
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Page 11 of 13
Attachement 4
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CTTY OF GARLAND, TEXAS
By:
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CITY OF GREENVILLE, TEXAS
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Page 12
Attachement 4
C[TY OF` UENTON, TE7{A5
By,
Name: '
Title:
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Appro red As to form: .
Counsel for thc Ciry oiDentan, Ttxas
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Page 12 of 13
Attachement 4
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
Attest:
t+p dd as ta form•
Co n el for the City of- D nton,; Texas
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Page•12;cf 13;
Attachement 4
GEUS, f iij+ of 'ircenville pursuani to its Charter
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Tit1e: Chair of the Board 'of Trustees of the Elextric U61ity Boazd
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Attachement 4
ORDINANCE NO. 2017 - 2017-27g
AN ORDINANCE OF THE CITY OF DENTON ("CITY") AUTHORIZING THE MAYOR TO
ACT ON THE CITY'S I3EHALF 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 EFF CTIVE
NOTICE FROM THE AGENCY REGARDING ITS INTENT TO ISSUE TRANSMISSION DEBT
AS DEFINED IN THE JOA) AND APPROVING SUCH ISSUANCE BX THE AGENCY.
WHEREAS, the Parties have previously entered into the JOA; and
WHEREAS, amendment No. 1 to the JOA ("Amendment No. 1") 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 Atnendment 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 20l 7 Notes, as
described in Attachment B hereto;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. Tl e recitals in tne preamble are true and correct.
1(7 J . The City of Dei ton hereby approves and authorizes the Mayor to execute Amendment
No. 2 to the JOA in substantially tl e form and substance shown in Attachment A.
C:,`, I;Jw:, 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 iu
Attachment B.
SECTION 4. This Ordinance shall become effective immediately upon execution.
Attachment 5
PASSED AND APPROVED this the day of , 2017.
k .
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
Attachment 5
AMENDMENT NO. 2 TO THE
JOINT OPERATING AGREEMENT
BETWEEN
TEXAS MiJNICIPAL POWER AGENCY
AND
CITY OF BRYAN, TEXAS
CITY OF DENTON, TEXAS
CITY OF GARLAND, TEXAS
GITY OF GREENVILLE, TEXAS
This Amendrnent Na. 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
Amendmenz No. 1 to the JOA, effective September 15, .2016 ("Amendment No. 1") .and as
amended by this Amendme.nt No. 2(the "JOA" or the "Joint Operating Agreement"); is tnade and
enter.ed into between the Texas Municipal Power Agency ("TMPA" or "Agency"J, a municipal
corporation and political subdivision of the State of Texas established pursua.nt to the provisions
ofChapter l b3 of the Texas Utilities Code, and the City ofBryan, the City of Denton, the City of
Garland, and the C ty of Crreenville, Texas (herein collectively "Cities" or individually "Cit'),
each of which cities is a municipal corporation of the State of Texas, a home rule city, and a
Partieipating Pubiic Entity in TMPA (collective y, the "Parties"). Capitalized terrns 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, Amendrnent 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 thereo Amendment No. 1 is of no force`and effect as ofthe
Effective Date (as defined below) of this Amendment No. 2,• and
WHEREAS; the Parties have agteed to this Amendment No: 2 to accomplisfi certain
purpo.ses, to-wit: to (1) provide for the sale of portions of TMPA.'s Transmiss on System, in a
piecemeal manner, but subject to certain bond covenants described below that govern the Sale of
portions ofthe Transmission System and (2) correct and clarify certain provisions offhe JOA fhat
pertain.to Mine Reclamation Bonds; and
Page 1 of 9
Attachment 5
WHEREAS, this Amendment No. 2 shall be deemed delivered and effective, assuming
the approval and execution of identicai resolutions by each of the Parties, on #he date that this
Amendment No. 2 is executed by the last Party to do so, being the "Ef ective Date" of this
Amendment No. 2; and .
NO V, 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 shail be null and void, without fu ther
effectiveness.
Section.2. Article .I of the JOA is hereby atr ended by modifying or adding to the
definitions set forth therein as shown below:
Mine Reclamation Sonds" shall mean any Debt issued for the purpose of rnine reclama#ion or
ar y obligations related thereto, inciuding any "credi# agreements" as defined in Section
137i.fl01(1), Texas Government Code.
Series 2010 Bo d Resolution" shall mean the applicable Re olution No. 2fl 10-6-2 advpted by the
TMPA Board on June 24, 2010.
Transmission Asset" shall have t e same meaning set forth in the Series 2010 Bond Resolution .
for the term "Transmission Facilities," and such term may be used interchangeabiy herein witi the
term "Transmission Facilities," including singular ans plural variations o such terms.
Section 3. Section 2.6.i.1 and 2.6,1.2 are a tended to read as follows:
2.6.1. BUDGETING ANi 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, sueh
Annual Budgets sha,ll be for informatior al purposes. Recovery of t e costs of Agency operations for this
periQd shall be through the (i) Annua.l System Costs under the Power Sa1es Contract of the Agency and (ii)
Transmission Revenues. From the E#fective Da e through September 1, 2018, funds otherwise available to
be retucned to the Cities under Section 7(a)(3) of he Power Sales Cornract sl all be applied to the following
uses: (i) first, to fund the Decommissioning Reserve Account up to the cap for that accourrt as stated in
Section 5.5, and (ii).then, to fundthe Indemnity Reserve Account up to the cap for that account as staxed in
Section 6.5. Any net proceeds.rema.itung after the obligations described iri (i)-(ii) shall-be apportioned to
each Participating Public EnEity based on the following percentages: Bryan - 21.7%; Denton - 213%;
Garland - 47%0; Greenville - 10%.
Page 2 of 9
Attachment 5
2.6.1:2. FOR PERIODS COMMENCING FROM AND AFTER SEPTEMBER 2, 2018:
Cammencing Septeznber 2, 2018, and for eaeh fiscal year thereafter, the TMPA Baard sha.11 adopt budgets
by business category, and adopt charges for the recovery ofthe costs of operations by business category,
according to the spec c requirements in Articles III, N, and V, respectively."
5eetion 4. Section 2.6.2.5 ofthe JOA is amended to read as follows:
2.6.2.5. LIMITATIONS ON DEBT. From and after September 1, 2016, the Agency shall
not incur any form ofDebt other than Transmission Debt, whether bonds, notes, a new commercial
paper program or increase in an existing commercial paper program, or obliga#ion for borrovved
money of any kind, unless such Debt is: (1) attributed to a single business categoty, (2) approved
by a Super Majorit3 Vote of the TMPA Board and by concurrent resolutions of.each Participating
Pubiic Entity in the business category to whic the debt is attributed, and (3) secured soiely by
assets or revenues or operations of.the business category to which it is attributed. From and after .
September 1, 2016, the Agency shall nof incur any form of Transmission Debt, whether bonds,
notes, commercial paper or obligations of any kind, un ess: (1) prior notice ofat least 60 days has
been given to each Participating Pubiie Entity in the Transmission Business category of the
proposed issuance of such Transmission Debt, which notice shall incluc e the princi al terms.on
which such.Debt is proposed to be issued, and (2) such pro:posed Transmission Debt is: (ij after
Septem er 1, 2018, .payable solely from Transmission Revenues,. and (ri) approved by a Super
Majority Vote ofthe T1V1PA Board . The restrictions in tlnis Section relating to Debt shall not apply
to Mi e Reclamation Bonds, surety bonds, banlcing agreements, letters of credit, or other financial
commitmex t reiated to providing financial .security or assurance for the TMPA's mine re,clamation
responsibiliiies. For clarification, A proval of the Participating Public Entities shall not be
req.uired for (1} the issuance -by TMPA of Transmission Ilebt or (2) the :issuance by TMI'A of
commercial paper notes under a commercial paper program established prior to September i, 2016,
ttiat is: (A) payabie in full on or before Septernber 1, 20.i8 or (B) by its terms; to be converted to
Transmission Debt on or before October l, 2018."
Section 5. Section 2.6:2.b of the JOA is amended to read as follows:
2.6.2:6. LINiITATIONS ON OTHER NEW LONG-TERM OR SIGNIFICANT
OBLIGATIONS. n addition to the limitations on incurrence of Debt provided in Section 2.6.2.5,
from and a$er Septernber 1, 2416, the Agency shall not incur any other form of long-term
obiigation unless such obligation is: (1) attributed to a single business category, (2) approved by a
Super Majority Vote of the TMPA Board and by concurre 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 sign cant ob igation" 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 tihe giving of notice and
the e iration of a contractual notice.period.not to exceed one hundred twenty (120) .days, or (ri)
in an amount:in excess often miliion ($10,000,000.00) doliars. The restrictions in this Section
relating to long-term or significant obligations shall not appiy to Mine Reclamation Bonds, surety
Page 3 of 9
Attachment 5
bonds, banking agreements, letters of credit, or other imancial commitment related to providing
imancial 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. BUL?GETiNG AND OPERATIONS. From and after the Effective Date through
Septemb r 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 Reelamation Bonds. and
any other costs related to surety bonds, banking agreements, letters ofcredit; or other imancial
commitment related to providing financial seeurity or assurance for the TMPA's mine remediation
responsibilities, shall,be assessed to each 'articipating Public Entity in the.manner provided in
Section 2.611. From and after September 2, 2018, charges for recoupment of such costs as are
included in the Annual Budget for the 1Vlining Business category, includ'mg any debt service on
any Mine Recla.rnation Bonds and an other costs reIated to surety bonds, bar ci g agreements, .
letters of credit,`or other financial commitment related to }roviding financial security or assurance
for the TMPA's mine remediation responsibilities, shall be assessed to each Parficipating Public
Entity according to the following percentages: Bryari - 21.7%; Denton - 21.3%; Garland - 4.7%,
Greer ville -0%, .and billed to each Participating Public Entity on a monthly basis, uriless a
different scheduie of charges shaii be adopted;by the unanimous approval ofall of#he Participating
Public Entities m the Mining Business category. Tn the event a Participating Pubiic Entity exits
t e Niining Business as permitted under Section 2.l .i.1, it shali remain res nnsible for t e same
percentag share of costs incurred affer its e cit as set fo-th above, such that:the same percentages
shall apply to each.exited and remaining 'articipating Pubiic Entify for any costs. of#he Mining
Business category untii a11 Mining,Assets are sold."
Seetian 7. ' Th re is added #o tiie JOA. Section 3.2.4, fo read as follows:
3.2.4. SALE OF MINING ASSETS PRIQR TO CO VIPLETIDN OF MINE
REGLAIVIATIDN. Prior to completion ofmine reclamation, the TMPA Board mayapprove leases
and license agreernents of Mining Assets, including the lease of minerals hat 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. Sueh
sales ofreal property. interests in 1Vlining Assefs sha11 not. be less than the 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 8. Subsection 4.4. T(6) of the JOA is amended to read as follows:
6) Tra.nsfers pr or 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 ta a
Participating Public Entity or a third party provided that the sale is approved by a Super Majority
Vote of the TMPA Board, the sale is not less than the net book value of the asset being so.ld, and
Page 4 of 9
Attachment 5
the sale does not contravene any bond covenants of any outstanding Debt associated with the asset,
including any Transmission Debt, Approval ofeach 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 fiseal year in the aggregate exceeds $SOO,OQO. In the event
that any Transmission Asset, or portion thereo 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 (ri) the asset sold shall be removed from any geogra.phical:
assignment to ariy Participating Publie Entity. Additionally, the net funds received from. any such
sale shall be applied to the purposes and in the priarity stated in Section 4.b.
Nothing.herein shall pr.ohibit a transfer of a transmission capital project or portion thereof to a
Participating Public Ent:ity pursuant tc the TI rIPA Transmission Asset Ownership Policy. Tn the,
event that a transmission capital project, or portion thereo is transferred to a Participating Public
Entity pursuant to 5uch 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 t.ereo is associated with a rebuild, reconstruction, or replacement of
an existi g 'TMPA Transmission Asset the following shall occur in the process in subsection -
3)(iii) above: (i #he net book value ofthe existing asset.at the date oftransfer ofthe capi#al project
shall be included in the Totai Transmission Asset .ollaz Value and (u) the net 600k value of the
existing asset at the date of tra sfer of the capital project .of #hat asset shall be attributed to the
receiving Partici ating Public Entity .for purposes of determining the value of the Transmission
Assets initial geographically-assigned to the receiv ng Participating Publia.Entity:'
Section 9: Thece is add d to the JOA Section 5.1.3. to read as follows;
5.1.3 ELECTION TO EXTENI FaR 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 Septer ber 1, 2018 provide written notice to TMPA tha# t ey
intend to purchase one huncired percent (100%) of the output of ihe plant at any t me after
September 1, 2018, for #he purpose af 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 Enfities may deem advisable, the Power Sales Contraets will be eartended 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 r quired.
The notice to TMPA shall state that ihe extension of the Power Sales Contract is being made
pursuant to this Section. The terms o£ Section 5.2 shall apply to any e ension under this Section
5.13." .
Section 10. C3THER AGR.EEMENTS.
Page'S of 9
Attachment 5
a) All other terms and conditions of the Jourt Operatmg Agreement shall remain
in full force and effect except as modified herein.
b) F ccept for Sectian 1 which shall survive terminatian, tlus A endmern shall
t inate on the same date the Joint Operating.Agreemerrt terminates.
c) Each Party wamants that all necessary actions have been taken to make this a
binding amendrnent, including TMPA Board or city council action, as applicable.
d) This Amendment ma.y be eicecuted in multiple co nterparts, each ofwhich 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 exchartge of signed signature pages by
facsimile transmission or by attachmg 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 originaliy signed
version of such signature pa.ge.
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 MI]NICIPAL P WER A ENeY
B Y•
N: v%Zlrl,
Title: G
r
Date: l ` i,L
Attest:
Approved as t form: a.,K
Counsel for Texas Municipal ver,Agency
Page 6 of 9
Attachment 5
CI'
ilf ' '
Ti le:
Date:
Approved as to for ri
Caunsel for the City
Page 7 of 9
Texas
Attachment 5
CITY OF DENT S
B•
Name: r i W Q.1's
Title: '\ 1r
Date:
Attest:
Approved as to orm: —~'-`
Counsel,for the City o enfon, exas
CITY OF GARLAND, TEXAS
By:
Name:
Titie:
Date:
Attest:
CITY 4F GREENVILLE, TEXAS
By: `
Name:
Title:
Date:
Attest:
Page 8 of 9 .
Attachment 5
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
Attest:
Approved as to form:
Counsel for the City ofDenton, Texas
i'r'
1 _.
1
CITY OF GREENVILLE, TEXAS
By: _
Name:
Title:
Date•
Attest:
Page S of 9
Attachment 5
CITY Q DENTOIV, TEXAS
By:
I a ne:
Title:
Date:
Attest:
Approvsd as to form.
Coru sel for the CityofDenton, Tezas
CIT!' OF GA tLAND, TE AS
By:
Name:
Title:
Date:
Attest:
ITY pF GItEENVxL . , TEXAS
NaIt1B: D av i d L. D r e i l i n
Tille: M av o r
Date; 22 August 2017
Attest:. 1/' I C-
Page 8 of 9
Attachment 5
GEUS, half ty of Crreenville pursuant to its Charter
By: -
Name: 1 1 g 1 4
Title: Chair of the Board of Trustees of the Electric Utility Board
Date: 1 I2 Z l r7
Attest: Gr SL r _
Page_9 of 9
Attachment 5
ATTACHMENT B
i ... i Y #. .: ' f .:
City of Bryan, Texas
300 S. Texas Avenue
Bryan, Texas 77803-3937
Attention: General Manager
City of Denton, Texas
215 E. McKinney St.
Denton, Texas 76201-4229
July 17, 2017
City of Garland, Texas
200 N 5" Street
Garland, Texas 75040
Attention: City Manager
City of Greenville, Texas
2821 Washington St.
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. ofthe 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
I lBur i,ir r i... f cavtr:r i:::avcv IF,.. 1:3a x aaG) I rav,iu, i x,as'ic Q"-7 C (4 C} r-'13
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 deiined 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
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Attachment 5
CC.
General Manager
Bryan, Texas Utilities
205 E. 28' 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. St" Street
Garland, Texas 75040
General Manager
GEUS
6000 Joe Ramsey Blvd.
Greenville, Texas 75402
a s u u v:ra,. r. c v;r .s. w aa u, s r a-r aa (.} ....a
Attachment 5
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WHEREAS, the Parties have previously entered into the JOA, Amendment No, 1 to the
JOA, and Arnendment No. 2 to the JOA; and
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WHEREA5, approval of this Amendment No. 3 to the JOA is the in the City's best interest;
NOW, THEREFORE
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The motion to approve this ordinance was made by '
the ordina c e was as ed and a -
and
seconded bY __ ",m."q r` ...m.,...... --- -, P Pprove
by the following vote [ rJ -,0 ]:
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4 Nay Abstain Absent
Attachment 6
PASSED AND APPROVED this the p ,° of ,„"„" ,u 2019„
4
m ,. . __ _ ` ... . .__. ... _. ...._.
CHRIS "TTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: ` '
m .,
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY .. . °' n ;
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i,
Attachment 6
I lu III I I '' - - ; ,
Attachment 6
AMENDMENT NO. 3 TO THE
JOINT OPERATING AGREEMENT
BETWEEN
TEXAS MUrTICIPAL POWER AGENCY
AND
CITY OF BRYAN, TEXAS
CITY OF DENTON, TEXAS
GTTY OF GA,RLAND, TEXAS
CITY OF GREENVILLE, TEXA,S
This Amendment No. 3("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
the "JOA" or the "Joint Operating Agr xr.t"), is made and entered into between the Texas
Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political
subdivision of the State ofTexas established pursuant to the provisions of Chapter 163 ofthe Texas
Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of
Greenville, Texas (herein collec6vely "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:
W iEREAS, the Parties have previously entered into th,e 70A; and
WHEREAS, Amendment No. 1 provided that Amendment No. 1 would have no force or
effect if the C eneration Asset Sale, as de ned 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 es of the
Effective Date of Am tti a No, 2; and
WHEREAS, the Parties agreed to Amendment No. 2 to accomplish certain purposes, to-
wit: to (l) provide for the sale of portions of TNIQA's Transmission System, in a piecemeal
manner, but subject to certain bond covenanfis 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 7
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 Participadng Public Entities that are entitled to vote on such matters
u) 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 a11ow for the sale of mine tracts under mine reclarnation bonding provided reclamation
easements, leases, or other properiy rights are reserved to enable TMPA to complete reclamation
and obtain release firom bonding requirennents; and
WHEREAS, this .a 3r a nt No. 3 shall be deemed delivered and effective, assuming
the approval end 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; at d
NOW, TIiEREFORE, 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 ss follows:
Section 1. Section 5. 5 of the JOA is hereby amended to read as follows:
SECTION 5.5. DECOMMISSIONiN( RESCRVE ACCOCTNT. A Decommissioxung Rese rve
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 ta a w"." ,", . ,G .4 of this Agreement, as net funds become available for
application to the Decammissioning 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 o£ the TMPA Boazd 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 af any decisions regarding the Decommissioning Reserve Account, the TMPA Board for
the Generation Business shall be composed of the board members appointed by all Participa6ng
Public Entities of the Agency having an interest in the Generation Business assets ofthe 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 Pubiic Entity that
appointad 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. DECOMMISSIONTNG 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 d to the cash ftinds held in the account, such that the account balance is the sum of the net
fair mazket value of the Minung Assets plus the cash funds in the account. The fair market value
c`t 9 ma., ,ets 1 :a k by a third tY r i,sal, to be conducted rat ia ne-
k a c r ci t (80) ci,a r" i ad.a of this ,x°°rra zat, Subsequent apprais s'l be
Page 2 of 7
Attachment 6
conducted no less frequently than every third year, or upon request of a majority of the 'I'MPA
Board for the Generation Business, composed ofthe board members appointed by all Participating
Public Entities of the Agency having an interest in the Generation Business assets of the Agency.
Section 3. Secdon 5. 5.5. of the JOA is hereby amended to read as follows:
SECTION 5.5.5. DISTRIBUTION OF EXCESS FUNDS IN DECOMMISSIOI IING RESERVE
ACCOLJNT. In the event the 'ITvIPA 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 ofthe 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 annended to read as follows:
2.6.2.4. LIMITATIONS ON BUDGET INCREASES. To the extent the budget, for a business
category, together with any a ent, 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 Participatmg Public Entities in that business category shall be
raquired. 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 financiel coa t nt related
to providing financial security or assurance for the TMI'A's mine reclamation responsibilities.
Section 5. Subsection 3.2.3 of the JOA is amended to read ss follows:
G `I°. The t,,t cy may ll i,i :, i4+r ,al or
ra a a,t r a te rna,s r be a r i by the '"", r a. " ra N ing
sold or exchenged is subject to reclamadon bonding, TMPA may zeserve in the conveyaace a
recl aon rr e,tm , a r a i° arc y .t .c:sary to enable '" to co t
recl a ion ra b;; r% "r a a •m N,i a k aa. .i1 net funds recea r m the s.l c"
the Mining Assets after payment of any costs of reclamation shall be placed into a M TING
RESERVE ACCOLTNT 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 att u u%le to the System;
2) Second — for the payment of New Debt, ifany, in.curced in the Mining Business;
3) ""a i w , c w i s.i a airs Reserve Account described in Section 5.5, as
necessary to estt i l» ,t c ra 1+ , nount stated in Section 5.5, or such other amount
as determined by the unanimous A proval of all Participadng Public Entities;
Page 3 of 7
Attachment 6
4) Foutth - 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 £ormula set forkh 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 O ENERATION BUSTNESS MATTERS UPON TERM]NATION
OF SALES OF POWER AND ENER(Y. 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 Boaxd for the Generation Business shall be composed
of tlne 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 rrxeznber shall not be disqualified &om deliberating
and voting on a mattex regarding the Decomrnissionin Plan, the Decommissioning Reserve
Account, or sales of Generation Business assets on the grounds that the Paxticipating Public Entity
that appointed the board member has exited a business category, including the (eneration Business
category.
Section 7. Secdon 2.1 is amended to read as follows;
SECTION 2.1. ORC3ANTZATION OF AGENCY FUNCTIONS. The operations of Agency shall
be organiud into three business categories: (1} c c°sta a -- c c sis i ` rat a c
management of the Glibbons Creek Steam Elecl:ra l at r 1 t a w x° t r i r lr
plant to the Parkicipating Public Entities, and u a +ai• r` ll, 'ar+;r .lc +r^, tA
matters relating to the Decomnnissioning Plan, t c z a a ni a n c. il.. s-; r
G e-,on Business assets, (2) Mining — consisting of the operation and raanagement 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 condi6ons 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 tb,e Joint Operating
Agreement tetminates.
Page 4 of 7
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 ofwhich 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
Operatiag Agreement, to be effective upon the Effective Date as set forth in the Recitals.
TEXAS MU1vICIPAL POWER AGENCY
By: _' .mm._...:...
Name: Q h
n.,._..,...___.__... .
Title: /' / /
Date:
Approved as t"``: ",, """
Counsel for Texas a u ua Agency
CITY OF BRYAN, TEXAS
gy.
Name:
Title:
Date:
Attest:
Approved as to form:
Counsel for the City of Bryan, Texas
Page 5 of 7
Attachment 6
CIT
Nan
Title: ''"
Date: '
g
D , "/
Attest:
Approved as to form: '
y m
Counsel for the City
m
CITY OF GARLAND, TEXAS
sy:
Name:
Title:
Date:
Attest:
CITY OF GREENVII.LE, TEXAS
BY __ _
Name:
Title:
Date:
Attest:
Page 6 of 7
A'I"TEST:
T1' SECRETA.RY
CI'1' OF """,
BY:
m,._
lf
d
Attachment 6
G US, acting oa behalf of the Cx y of Greenville pursnant to xts Charter
By,
Name:
Title: C°r of the Board of tees of the Electrxc Unlity Board
Date:
Attachment 6
Attachement 7
Attachement 7
Attachement 7
Attachement 7
Attachement 7
Attachement 7
Attachement 7
Attachement 7
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
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 JO1NT 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.
l m::"l°I';J' . 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
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 "" r `' cNL; of _ °. _ 2016.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPR":T:,: AS "3 LEGAL FORM:
ANIT 1 URGESS, CITY ATTORNEY
M„„.
rv....w...
By:
2
c.TTS, ""OR
Attachment 3
JOINT OPERATING AGREEMENT
BETWEEN
TEXAS MUNICIPAL POWER AGENCY
I i7
CITY OF BRYAN, TEXAS
CITY OF DENTON, TEXAS
CITY OF GARLAND, TEXAS
CITY OF GREENVILLE, TEXAS
Effective: September 1, 2016
Attachment 3
0
JOINT OPERATING AGREEMENT
TABLE OF CONTENTS
ARTICLE 1. TERM, DEFINITIONS, RELATION TO AND ORDER
OF PRECEDENCE WITH REGARD
TO OTHER CONTRACTUA,L COMMITMENTS ......................
ARTICLE II. OPERATIONS OF THE AGENCY ..............................................
ARTICLE III. AGREEMENT REGARDING iVIINING OPER.ATION
AND DISPOSITION OF MINING ASSETS ................................
ARTICLE N. AGREEMENT REGARDING TR,ANSMISSION
OPER.ATIONS AND DISPOSITION OF TRANSMISSION
ASSETS.........................................................................................
ARTICLE V. POWER SALES CONTRACT TERM, DECOMMISSIONING,
DISPOSITION OF GENERATION ASSETS, AND MA.TTERS
RELATING TO DISSOLUTION OF THE AGENCY .................
ARTICLE VI. INSURANCE AND INDEIVIIVITIES ............................................
ARTICLE VII. OTHER MATTERS ......................................................................
ARTICLE VIII. MISCELLANEOUS PROVISIONS ...................
SCHEDULES:
Pa.e
2
5
12
13
17
22
25
26
SCHEDULE A GENERATION ASSETS
SCHEDUL B MINING ASSETS
SCHEDULE C TRANSMISSION ASSETS
SCHEDULE D ADMINISTRATNE ASSETS .AND ALLOCATIONS
SCHEDULE E PROPORTIONAL SHARES OF EACH PARTICIPATING PUBLTC ENTITY
AS OF SEPTEMBER 30, 2015
SCHEDULE F DECOMMISSIONING ESCROW AGREEMENT
SCHEDULE G MINE RECLAMATION PLAN
SCHEDULE H TNDEMNITY ESCROW AGREEMENT
i
Attachment 3
JOINT OPERA,TING AGREEMENT
BETWEEN
TEXAS MUNICIPAL POWER AGENCY
AND
CITY OF BRYAN, TEXAS
CITY OF DENTON, TEXAS
CITY OF GARL AND, 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 corpora.tion and political
subdivision ofthe State ofTexas established pursuant to the provisions of Chapter l63 ofthe 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 Staxe of Texas and a home
rule city (herein collectively "Citaes" or individually "City").
WITNESSETH:
WI REAS, in 1975, in recognition that each City desired an economical, reliable source
of Power and Energy to meet the growing demands ofits 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 th rough the purchase of Power and Energy and
the issuance of honds 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 Participati.ng 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 mutua]. rights and responsibilities of the Parties as to the operations of the Agency,
including asset management, decommissioning, environmental remediation, indemnities, and the
Attachment 3
winding up of affairs ofthe 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 AGREEME TT. This Agreement shall become effective on
September 1, 2016, after the adoption by each Participating Public Entity of an ordinance
authorizing the execution oi this Agreement, the adoption of this Agreement by the affixmative
vote ofa maj ority ofthe TMPA Board, and the execution ofthis Agreement by a11 Parties. Unless
earlier terminated in accordance with the terms contained herein for ternunation, this Contract
sha11 remain in effect un.til 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 65' 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 a111aws amendatory thereof or supplemental thereto.
b) "Agency" sha11 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 Sa1es Contract.
Effective September 1, 2018, this term excludes all costs (including capital costs, depreciation,
debt service, operations and maintenance, and administrative costs, and a11 taxes, assessments or
other governmental charges) associated with the Transmission System, as herein defined.
d) "Annual Budgets" sha11 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 sha11 mean approval in such manner as is determined
appropriate by each such City or Participating Public Entity, i.n its individual discretion, unless
approval by a concurrent ordinance is expressly required, in which instance "approval" sha11
require adoption of a concurrent ordinance by each City or Participating Public Entity whose
approval is required.
Bonds" shall mean all bonds issued by the Agency pursuant to a Bond
Resolution, as defined herein.
i
Attachment 3
g) "Bond Resolution" sha11 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 Subordina.te Lien
RevenueJTransmission Revenue Converting Security Refunding Bonds, Series 2010," and (vi) any
commercial paper notes issued prior to the date of this A eement to refund a11 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) "Cifiy" sha11 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
entiti,es that originally created the Agency; and "Cities" shall mean a11 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" sha11 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.
j) "Effective Date" ofthis 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, incuned by the Agency
from and after September l, 2016.
1) "Power Sa1es Contract" shall mean those identical contracts titled "Power
Sa1es Contract Between Texas Municipal Power Agency and City of Bryan, Texas, City ofDenton
Texas, City of Garland, Texas and City of Greenville, Texas" dated September 1, 1976, as
amended.
m) "Participating Public Entity" sha11 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" sha11 mean the Agency or a City and "Parties" sha11 refer to the
Agency and the Cities collectively.
o) "Series 2010 Bond Resolution" sY a11 mean Resolution No. 2010-6-2
adopted by the TMPA Board on June 24, 2010.
p) "Super Majority Vote" sha11 have the following meaning: (i) When the
Agency or a business category sha11 ha e eight board members, for a Super Majority Vote, six
members of the TMPA Board sha11 constitute a quorum, and a Super Majority Vote sha11 require
the rmative 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
Attachment 3
ii) When the Agency or a business category shall have fewer than eight boaxd members, for a
Super Majority Vote, one-half of the TMPA Board plus one additional boaxd member shall
constitute a quorum, and a Super Majority Vote sha11 requi.re the affirmative vote of at least one-
half of a11 members of the TMPA Board plus one additional TMPA Boaxd member with at least
one (1) member o the TMPA Board appointed by each Participating Public Entity voting in favor
of such action.
System" shall mean all properties owned by the Agency, but, after
September l, 2018, sha11 exclude the Transmission System.
r) "Systexn Debt" sha11 have the same meaning as in the Power Sa1es 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 hereua., from and after
September 1, 2018, "System Debt" does not include Transmission Debt.
s) "TMPA Board" sha11 mean the Boaxd of Directors of the Agency, or, for
any business category, the Board of Directors for the business category. The TMPA Board for
a.ny business category shall consist of the board members appointed by the Participat'vng Public
Entities participating in that business category.
t) "Transmission Debt" shall have the same. meaning as the term
Transmission Debt" as sta.ted in the Series 2010 Bond Resolution.
u) "Transmission Facilities" shall mean a11 electric transmission facilities
wherever located and acquired and/or constructed and owned by the Agency, including, without
limita.tion, such facilities owned in fee simple in their entirety or in an indivisible ownership
interest or other ownership interest. '
v) "Transmission Revenues" shall ha.ve the same meaning as "Transmission
Gross Revenues" as defined in the Series 2010 Bond Resolution.
x) "Transmi.ssion System" shall mean the Agency's ownership and contractual
rights and a11 other interests in all Transmission Facilities owned or operated by or on behalf of
the Aaency from time to time, and the operation thereof.
SECTION 1.3. SCOPE OF THIS AGREEMENT. This A eement is intended to provide
terms of agreement for (1) Agency opexations 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 e ercise any right or to carry out any obligation under this
Agreement.
SECTION 1.4. RELATION TO AND ORDER OF PRECEDENCE WITH REGARD TO
OTHER CONTRACTU.AL COMMITMENTS. This Agreement shall not amend, modify,
supersede or replace the Power Sales Contract, or the Global Compromise and Settlement
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 intezpreted as consistent with such prior written agreements and in paYz
materia therewith. Additionally, this A eement sha11 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 A eement.
ARTICLE II. OPERATIONS OF THE AGENCY.
SECTION 2.1. ORGANIZATION OF AGENCY FLTNCTIONS. 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 managernent 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 sha11 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. ADMINISTR.ATIVE 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 A eement 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 sha11 be
allocated to Generation Business, Muung 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 sha11 be updated periodically as assets are acquired, retired,
sold or transferred, or upon ailocation of Administrative assets to the Generation, Mining or
Transmission Business, with such updates to occur at least ann.ually. In the event a Participating
Public Entity shall object to the ideritification of, an asset to a business category, the dispute
resolution procedures of Section 8.10 sha11 apply.
5
Attachment 3
SECTION 2.3. BUDGETING; BOOKS AND RECORDS OF THE AGENCY. The
Agency shall budget its operations by business category and shall prepaxe an annual budget for
each business category. The annual budget for each business category shall be approved by a
majority vote of the TMPA Boazd. 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 sha11 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. GENER.AL 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 a11 assets and payment of a11 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 sta,tes how the proportional interest of each Participating Public
Entity will be deterrruned and may be changed in the instances staxed in this Section.
2.4.2. FORMULAS FOR DETERMINING EACH PARTICIPATING PUBLIC
ENTITY'S INTEREST IN AGENCY ASSETS. The following formulas sha,ll 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 fortnulas shall apply to detemZine
each Participating Public Entity's proportional share in the net proceeds of the sale or other
disposition of Agex cy assets aftex (i) payment of debts of the Agency and (zi} 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 sha11 apply, unless a formula specified in
Section 2.4.3 sha11 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 a11 Participating Public Entities from
Inception Date to the fiscal year end preceding the date ofsale or
other disposition of asset
For purposes of this Article TI, "In.ception Date" shall mean September 1, 1976, the effective date
of the initial Power Sa1es 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.
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 163.07b of the Act and the concurrent ordinances by which the Cities
created the Agency, each Participating Public Entity reserved the right to its governing bodq to
joi.n with the other Participating Public Entities to provide for the re-creation of the Agency by the
add.ition and deletion, either or both, of a Participating Public Entity, as defined in sa.id 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 ofa Participating Public Entity, the deleted entity's percentage
share in Agency assets sha11 thereafter be determined by the formula provided in Section 2.4..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..2. CHANGE lN 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 pa.id 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 A.DDITION OF A PARTICIPATING PUBLIC ENTITIr 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 da.te of tiv.s Agreement ("newly added Participating Public
Entity") sha11 be included in the calculation of the percentage shaxe 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 TN1PA by newly added Participating Public Entity from initial
payment to the fiscal yeax end preceding the date of sale or other disposition
of asset
Amounts pa.id to TMPA by a11 Participating Public Entities from Inception
Date to the fiscal year end precedang the date of sale or other disposition of
asset
2.4.3.4. MODIFICATION OF FORMULA IN THE EVENT A
PAR.TICIPATING PUBLIC ENTITY EXITS A BUSTNESS CATEGORY BUT THE AGENCY
IS NOT RECREATED TO DELETE THE PARTICIPATING PUBLIC ENTITY FROM THE
7
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 sha11 calculate such Participating Public Entity's proportional interest in assets of the
business category from which the Participating Public Entity has exited as ofthe date of eacit. The
Agency sha11 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 sha11 not
share in any increase in the numerator in the forrnula 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 sha11 share in the increase in the formula for those
business categories in proportion to the amounts paid into the Agency by a11 Participating Public
Entities in those business categories.
2.4.3.5. EXCEPTTON AS TO TR.ANSMISSION 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
sta.ted in Article N.
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, ea.ch
Participati.ng Public Entity's annual sum ofpayments 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 sha11 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 sha11 be submitted to the TMPA Board for review and
approval on an annual basis. In the event a Participating Public Entity sha11 object to the
proportional shaze calculation, the dispute resolution procedures of Section 8.10 sha11 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 EFFECTNE DATE AND
ENDING SEPTEMBER 30, 2018. For the period effective October 1, 2016, and annually
thereafter to September 30, 2018, the TMPA Board sha11 adopt annual budgets, by business
category. For periods prior to September 30, 2018, such Annual Budgets sha11 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 Sa1es 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 Sa1es Contract sha11 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 fiuid the Indexnnity Reserve Account up to the
cap for that account as stated in Section 6.5. Any net proceeds remairung after the obligations
Attachment 3
described in (i)-(ii) shall be apportioned to each Participating Public Entity based on the following
percentages: Bryan - 21.7°fo; Denton - 21.3%; Gaxland - 47%; Gxeenville - 10%.
2.6.1.2. FOR PERIODS COMMENCING FROM AND AFTER
OGTOBER 1, 2018. For the fiscal year commencing October 1, 2018, and annually thereafter, the
TMPA Boaxd sha.11 adopt annual budgets, by business category, and adopt cl az ges 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 LTNDER 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. ADMINISTR.ATNE COSTS. Administrative costs which cannof
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 Ra.te Filing
Package Instructions for Non-Investor Owned Transmission Service Providers (or its equivalent)
published by the Public Utility Commission ofTexas.
2.6.2.2. WORKING CA.PITAL. 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 ofeach business category.
2.6.2.3. BUDGET AMENDMENTS. The terms of this Section shall niot
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 zequire the issu.ance of New
Debt by the Agency (other than Transmission Debt), or cause the annual budget or charges to the
Participatu.g Public Entities, excluding fuel an.d debt service`on Transmission Debt, to increase by
more than 20% compared to the previous year's hudget or chaxges, excluding fuel and debt service
on Transmission Debt, Approval of all Participating Public Entities in that business category sha,ll
be requ.ired.
2.6.2.5. LIMITATIONS ON DEBT. From and after September 1, 2016,
the Agency shall not incur any fortn of Debt other than Transmission Debt, whether bonds, notes,
9
Attachment 3
a new commercial paper prograrn 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 ofthe 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 ofthe 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, wnless: (1) prior natice 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 e issued, and (2) such proposed Transmission
Debt is: (i) after September l, 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 rogram esta.blished 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
Transnnission Debt on or before October 1, 2018.
2.6.2.6. LIMITATIONS ON OTHER NEW LONG-TERM OR
SIGNIFICANT OBLIGATIONS. In addition to the limita.tions on incurrence of Debt provided in
Section .6.2.5, from and after September 1, 2016, the Agency sha11 not incur any other form of
longterm 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 atpributed. 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 ofnotice 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.
SECT ON 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 recovezy of the cost of the services undertaken by the
Agency pursuant to this Agreement. Each Participating Public Entity sha11 esta.blish, maintain and
collect ra.tes and charges for the electric service ofits electric system which shall produce revenues
at least sufficient, together with other revenues avaalable 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 categozy (Generation, Transmission, Mining) for each fiscal year: (i) financial and
operating statement relating to Generation, Transmission, and Mining; (ii) status of construction
10
Attachment 3
for any facility under construction; and (iii) analysis of operations relating to each of the th.ree
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 tweniy (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 busin.ess 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 Entiiy 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 ofthe effective date ofthe exit. No Participating
Public Entity may exit the Generation Business unless it has elected to tern.unate its Power Sa1es
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 becorne effective in advance of the date of tezmination
of the exiting Participating Public Entity's Power Sales Contract with TMPA: No Parti.cipating
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; 201 S.
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 regard:tng 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 sha11 recuse themselves and not participate in TMPA matters regarding that business
category and (ii) for separate boards for one or rnore business categories.
2.11.3. OBLIGATIONS OF EXITING ENTITY. Prior to the effective date ofexit,
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 sha11 have no responsibility for any Debt incurred in. that business
category after the date of exit, but to the extent that any ciebt instrument shall be secured by
xevenues or other assets of a Participating Public Entity, the exiting Participating Public Entity
sha11 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 ofexit. The exiting Participating Public Entity's obligation (if any) with regard to
11
Attachment 3
annual operating costs incurred an the exited business category after its exit of that business
category and its percenta.ge share of the net proceeds of any sale of assets in the exited business
category sha11 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 exitina 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. S.ALES OF ASSETS. When a sale of assets is undertaken, the Agency
sha11 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 a11
Participating Public Entities. Further, no contract for the sale oi an asset having a value less than
10,000,000.00, shall be undertaken except upon compliance with all other terms of Articles III,
N 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 pa.id. The Agency sha11 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 "Misung Assets." Mining Assets shall include all mineral
and other property interests associated witli the real properties identified on Schedule B.
SECTION 3.2. OPERATION, RECLAMATION AND DTSPOSITION 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 sha,ll 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 pernaitted 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 percenta.ges
shall apply to each exited and remaining Participating Pub ic Entity for any costs of the Mining
Business category until all Mining Assets are sold.
12
Attachment 3
3.2.2. RECLAMATION. The Agency's mine reclamation plan is atta.ched 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 commerciaily 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 ofreclamation 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 attributa.ble to the System;
2) Second — for the payment of New Debt, if any, incurred in the Mining Busin ss;
3) Third - to the Decommissioning Reserve Account described in Section 5.5, as
necessary to establish an account balance in the amount sta.ted 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 esta.blish an account balance as sta.ted in Section 6.5, or such other amount as
deternuned 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 REGA.RDING TR.ANSMISSION 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 substa.tions, 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 Accou.nt up to the cap for that account as sta.ted in Section 6.5. Any
net proceeds remaining after the obligations described in (i)-(ii) sha11 be apportioned to each
Participating Public Entity based on the following percentages: Bryan - 21.7%; Denton - 21.3°!0;
13
Attachment 3
Garland - 4?%; 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 staxed above.
From and after September 2, 2018, in the event that a Participating Public Entity exits the
Transmission Business category, the percenta.ge ofnet proceeds from the annual operations of the
Transmission Business category held by the exiting entity sha11 be apportioned among the
remaaning Participating Public Entities in proportion to the percenta.ges 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 fiYed percentage as set forth on
Schedule E, which percentage sha11 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 an.d the Schedule E percentages shall be applied to determine each existing
Participating Public Entity's prqportional interest in Transmission Assets shown on Schedule C as
of the effective date of the concurrent ordinances. The concurrent ordinances recreating the
Agency shall sta.te 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 sha11 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 Entitv's Interest in Transmission Assets. Each Participating
Public Entity sha11 be accorded a proportional interest in Transmission Assets equal to the
Participating Public Entity's pexcentage'interest as specified on Schedule E.
2) Transfer of Ownership of Transmission Assets to the Participatin Public Entities.
The TMPA Board sha11 approve a ixansfer ofownership of Transmission Assets from the Agency
to the Participating Public Entities at such time as a majority of the governing bod.ies of the
Participating Public Entities in the Transmission Business category sha11 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 shail be transferred to a Participating Public Entity
pursuant to the procedures stated in Paragraph (3) of this Section. Pending such a transfer, a11 or
a portion of the Transmission Assets may be sold to a third party if such a sale is Approved by a11
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 ofTransmission Assets to a Participating Public Entity sha11 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 Participatin
Public Entities.
14 .
Attachment 3
i) Deternunation of Tota.l Transmission Asset Dollar Value and the Value of
each Transmission Asset. The value of each Transrnission Asset shown on Schedule C sha11 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 sha11 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 aifected Participating Public Entities
agree to submit the dispute to an independent third party whose valuation shall be binding.
ii) Participatin Public Entitv's Transmission Asset Interest. Each
Participating Public Entity's Transmission Asset Interest shall be determined by applying its
percenta.ge. ownership interest as set forth on Schedule E to the Total Transmission Asset Dollar
Va1ue.
iii) Transfer of sp,ecific 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 Entifiy's Transmission Asset Interest and the sum of the values of the
Transmission Assets initially assigned to the Participating Public Entity sha11 be trued-up among
the Participating Public Entities until ea,ch 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 i.nitially-assigned Transmission Assets for selection by those Participating Public
Entities whose sum of the values of their initially-assigned Transm.ission 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 Transrnission 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. Considera,tion sha11 be given during
the selection process to minimize any opera.tional 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 Necessitv. 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 sha11 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) Payrnent or defeasance of Transmission Debt. Payment or defeasance of
Transmission Debt sha11 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
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 axnount equal to the Transmission Debt allocated to it for the sole purpose of the Agency
paying off outstanding Transmission Debt.
6) Transfers ,rior to final disposition. Nothing herein sha11 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 ownerslup of Transmission Assets described in
Paragraph (3) above, the following sha11 occur in the process in subsection (3)(iii) above: (i) the
value of the asset at the clate 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. NotYring in this Agreement shall preclude a
Participating Public Entity from selli.ng 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 proaects under construction. For any transfer involving a
transmission project under construction, the Agency and the Participating Public Entity acquiring
the Proj ect shall enter into such other agreements and assignments as are necessary to effect the
transfer.
SECTION 4.5. EASEMENTS, RIGHTS-OF-WAI, 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
reta.ined by and remain a part of the Generation Assets. To the extent that the Agency has located,
or will in the fature locate, Transmission Assets in the easements, rights-of-way, or other properties
of a Participating Public Entity puxsuant to Section 29 of the Power Sales Contxact, 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
shalt 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 ocated.
SECTION 4.6. PROCEEDS FROM THE SALE OF TRANSMISSION ASSETS. In the
event any Transmission Assets axe sold to a third party, all net funds received from the sale of
Transmission Assets sha11 be placed into the TRANSMISSION RESERVE ACCOUNT to be he d
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,
attributa.ble to the Transmission Business;
16
Attachment 3
2) Second — to the Decommissioning Reserve Account described in Section 5.5, as
necessary to esta.blish an account balance in the amount sta.ted in Section 5.5, or such other amount
as deterinined 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 esta.blish an account balance as sta.ted 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 CON7CRACT TERM, DECOMMISSIONING,
DISPOSITION OF GENERATION ASSETS, AND MATTERS RELATING TO
DISSOLUTIQN OF THE AGENCY.
SECTION 5.1. MATTERS RELATING TO TERM OF POWER SALES CONTR.ACTS.
5.1. 1. ELECTION TO EXTEND TERM OF POWER SALES CONTRACTS. As
ofthe Ef.fective Date ofthis Agreement; each Participating Public Entity and the Agency are parties
to Power Sa1es 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 ternunation ofthe contract. Such elections are to be made by September 30, 2016,
under the existing Power Sa1es Contracts. TMPA shall cease production of power and energy
effective September 1, 2018, unless (i) on or before September 30, 2016, a11 Participating Public
Entities have elected to continue their Power 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 Sa1es Contract, and/or anyj 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, sha11 have the right thereafter to elect to terminate its Power
Sa1es Contract upon such notice as is required by this Section. The Participating Public Entity
sha11 effect the termination of its Power Sa1es Contract by providing notice to the Agency and each
other Participatin.g Public Entity ofits decision to termiulate its Power Sa1es Contract. Such noiice
sha11 be given at least twenty-four months prior to the da,te of ternunation. On the date of
termination stated in the notice, which xnay not precede September 1, 2018, the Participating Public
Entity's Power Sa1es Contract shall terminate and all obligations of TMPA to provide power and
energy to such Participating Public En ity sha11 terminate. Additionally, on the termination date,
the Power Sales Contracts between TMPA and a11 other Participating Public Entities shall
terminate and TMPA shall cease production of power and energy unless an agreeznent has been
rea.ched by which the rema.ining Participating Public Entities and any newly ad.ded Participating
Public Entity elect to coniract for one hundred percent { 100%) of the output of the plant.
17
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 tk eir Power Sales
Contracts beyond September l, 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; (ii)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 Sa1es Contracts
ternunate, a11 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 Entiiy shall be deemed to ha.ve . exited the
Generation Business and such Exiting Participating Public Entity's proportional interest in
Generation Assets sha11 be reduced by the proportionate amount of payments made by the entities
that purchase power from the Gibbons Creek plant after the date of ternunation of the Exiting
Participating Public Entity's Power Sa1es 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 ofpayments 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 Partacipating Public Entity agree§ 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 tlie exiting Participati.ng 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 DECOMMISSIONTNG PLAN. Within 12 months of the
adoption of this Agreement, the TMPA Board shall adopt a plan for the decommissioning of the
Cribbons Creek plant. Such pIan shall address (i} the timetable for filing of and obta.ining all
necessary approvals to cease generation; (ii) the demolition of the physical plant; (iii)
environmental remediation of the plant site and a11 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 a11 salvageable materials; and (v) options as to the sale, futtzre use andlor
management of the plant site and all remaining Generation Assets identified in Schedule A. The
Attachment 3
Decommissioning Plan shall be updated periodically as determined by the TMPA Board to be
appropriate. The initial Decommissioning Plan and a11 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, andlor coal combustion residuals will not
contaminate, or be released, leaked or spilled on or imto, or discharged to the environment, to the
extent prol ibited by state or federal law other than as pernutted by the most stringent of any
applicable standards.
B) Notification and Reportin 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 oi chemicals into the
envizonment froxn or in connection with its operation and management of the Agency's Generation
Assets.
C) Assessment Required, The Agency sha11 conduct an assessment of the generation
operations to determine whether any environmental remediation is required. The Agency shall be
responsible for any remed.iation required by applicable law.
D) Cleanuu 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 properiy.
E) Residuals Mana. egment. 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 ma.i.ntain 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 andlor d.isposal 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 hazaxdous 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, d.isposal, 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 ca.using 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
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" sha11 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 temuna.tion of the Power Sa1es 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 deterniined 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 sta.ted in Section 6.5, or such other amount as
determined by the unanimous Approval of all Participating Public Entities;
5) Fifth — the remaini.ng proceeds sha11 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 Decominissioning
Reserve Account is to be established and held in escrow in the name of TMPA pursuant to a
Decomrnissioning Escrow Agreement substantially in the form atta.ched 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 sha11 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 sha11 be applied to the purposes specified in 5.5.3.
5.5.1. DECOMMISSIOI TING RESERVE ACCOUNT BALANCE. In setting the
account balance, to the extent the fa.ir market value of the Mining Assets held by TMPA exceeds
20
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 Genera.tion 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 Susiness, terms of agreement
regarding decommissioning funding shall be a.ddressed in the agreements adopted at the time of
entry.
5.5.3. PURPOSES OF ; THE DECOMMISSIONING RESERVE ACCOUNT.
Funds in the Decommissioxung Reserve Account shall be used for costs of decommissioning
Generation Susiness 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 fund.ing such general liability and environmental insurance as may be
required of the Agency or as the Agency shall determine appropriate under Section b.l(e) with
respect to its decommissioning activities, including any self-insured retention for any residual
environmentalliability associated with the operation ofthe Gibbons Creek power plant as provided
in Section 6.1(e). Any amounts rema.ining in the escrow account after these designated purposes
are satisfied shal] be disbursed to the Participating Public Entities according to the applicable
formula in Section 2.4 of this Agreement upon the vvritten notice of the Agency and the
Participating Public Entities as provided in Sections 3.2.2 or 3. 3.2 ofthe Decommissioning Escrow
Agreement.
5.5.4. QUALIFICATIONS FOR ESCROW AGENT AND RELATED TERMS.
The Decommissioning Reserve Account Escrow Agent sha11 meet the terms of qualification
substantially in the form 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 sta.ted 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
Attachment 3
ARTICLE VI. INSURANCE AND INDEMNiTIES.
SECTION 6.1. INSUR.ANCE RELATED TO OVERALI; OPER.ATIONS OF THE
AGENCY. The Agency shall ma.intain, or cause to be ma.intained 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 transmi ssion facilities including such environmental insurance as may be required
of the Agency or as the Agency sha11 detemiine appropr ate with respect to the operations of the
Agency including any self-insured retention. In addition:
a) The Agency may esta.blish and create a special fund for the purpose of
providing a self-insurance fund. Amounts to be deposited in or cred.ited to such fund in any fiscal
yeax sha11 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 axose. ThP 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 ma.intain, or cause to be mai:ntained, in force, insurance
in such amounts and against such risks as required by any Bond Resolution.
c) The Agency will secure and mainta.in adequa.te 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 opera.ting and maintenance expenses and
allocated among the business categories. Any claims against the retention sha11 be chaxged 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
PA.RTIES CONFIltM 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 REMEDY OR MEASURE OF
DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMA.GES
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
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 LIA.BLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLAR.Y OR INDIRECT DAMAGES,
LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN
TORT OR CONTR.ACT OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE
LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES
IS WIT IOUT REGAI2D TO THE CAUSE OR CAUSES RELATED THERETO,
INCLUDING THE NEGLIGENCE OR STRICT LLABILITY OF ANY PARTY,
WHETHER SUCIi NEGLTGENCE 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 APPRO IMATION
OF THE ESTIMATED HA.RM 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,
CONTRA.CTORS, SUBCONTR.ACTORS, 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 ANI ALL ENVIRONMENTAL DAMAGE OR ENVIRONMENTAL CLAIM OF ANY
KIND ARISING IN ANY WAY FROM THE OPER.ATIONS OF THE AGENCY .ALLEGED TO
HAVE CAUSED DAMAGE TO THE AGENCY PROPERTY, SURROUNDING PROPERTY
OWNED BY UNAFFILIATED THIRD PARTLES, GROUND WATER, SOIL, AIR, OR ANY
OTHER ENVIRONMENT.AL INJURY OF ANY KIND, ALONG WITH INJURY TO OR THE
DEATH OF ANY PERSON (COLLECTIVELY AND INDIVIDUALLY "DAMAGES"),
WHETHER OR NOT SUCI3 DAMAGES ARE DIRECTLY CAUSED BY THE
NEGLIGENCE, MISCONDUCT, R STRICT LLABILITY 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
Attachment 3
INDEMNITY SHALL EXTEND TO INCLUDE AS INDEMNITEES, EACH PAST, PRESENT
AND FUTURE PARTICIPATING PUBLIC ENTITY AND ITS RESPECTNE 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
pzoceeds'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 INDENIl TIFICATION
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, rebulafory 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" esta.blished 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 a11 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 axe satisfied shal.l be disbursed to the
Participating Public Entities according to the applicable formula in Section 2.4 ofthis Agreement
24
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 sha11 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,
judgxnent, 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 reten ion
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 sha11 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 ofthis Agreement, this Section and the following Sections
hereof will survive the expiration or any earlier ternunation of this Agreement.
SECTION 7.4. SURVIVAL. Sections 3.2.3, 4.5, 4.6, 5.4, 5. and 6.2 through 6.7 shall
survive termination of this Agreement.
25
Attachment 3
ARTICLE VIII. MISCELLANEOUS PROVISIONS.
SECTION 8.1. AGENCY' S CONTRACTLTAL AUTHORITY. The Agency may contract
with one or more Participating Public Entities to c;arry 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 REQUIRFD. 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, ma.intain 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
reasona.ble steps, actions and proceedings necessary for the enforcement of a11 terms, covenants
and provisions of this Agreement.
SECTION 8. 3. COMPLIANCE WITH APPLICABLE LAW. The Agency sha11 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 (15) days, the
Agency sha11 give notice (in the manner contemplated by Section 8.12 of this Agreement) to the
Participating Public Entity. The defaulting Participating Public Entity sha11, from the date of the
ma.iling of such notice, have a period of thirty (30) days to cure the default.
2) If any Participating Public Entity fa.ils 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
sha11 give notice to the Participating Public Entity. The defaiilting Participating Public Entity sha11,
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
thirry (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 rnonth
interest on the amount then due, until paid in full. Termina.tion 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
Attachment 3
has given the Agency notice of such default in the manner contemplated in this section, then the
Parties sha11 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 ofthis Agreement sha11 be due and payable within thirly (3 0) days following
the date the Agency renders the bill, and the Participating Public Entity sha11 have no right of
setoff, recoupment or counterclaim against any payment required to be made hereunder. Should
a dispute arise as between any party 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 Party, the amount ultimately found to be due plus interest at 10%
per annuxn, 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 sha11 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 sha11 not be
unreasonably withheld.
SECTION 8.8. FORCE MAJEURE. Iffor any reason of "force maj eure" any of the Parties
hereto sha11 be rendered unable, wholly or in part, to can.y 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 sha11 give notice and the full particulaxs of such reasons
in writing to the other Parry 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 "fozce
majeure," sha11 be suspended during the continuance ofthe inability then claimed, but for no longer
period, and such Parly sha11 endeavor to remove or overcome such inability with a11 reasona.ble
dispatch. The term "force majeure" as employed herein sha11 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 Sta.te of Texas or any civil or military authority,
insu.rrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, restraints of governmerit 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 parry cla.iming such inability. It is
understood and agreed that the settlement of strikes and lockouts sha11 be entirely within the
discretion of the Party having the difficulty, and that the above requirement that any "force
majeure" sha11 be remedied with a11 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 j udgment of the Party having the difficulty.
27
Attachment 3
SECTION 8.9. GOVERNMENTAL RULES, REGULATIONS AND LAWS. The
Agreement shall be subject to a11 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 UTIES 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 cla.im seeking equita.ble
relief, any dispute, need of interpreta.tion, claim, countercla.im, 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 representa.tives (for
purposes of this Section 8.10 only, collectively, the "Cla.ims"), 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 an conflict with this Section 8.10 and
sha11 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 party sha11 forfeit its strike.
Upon receiving the list of neutrals from JAMS after the exercise of strikes, each Party 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 2. staxe or federal judge (or if no such
person is available the person who has served as Chair of the most azbitrations 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 party shail 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 aParry 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
Attachment 3
arbitrator. In deciding the substance of the Parties' Claims and defenses, the arbitrator shall refer
to the goveming law. Only damages allowed pursuant to tYus Agreement may be awarded and,
without limitation of the foregoing, the arbitrator shall ha.ve no authority to award damages
contravening in any way the limitation of liability agreed to by the Pa.rties pursuant to this
Agreemerit. 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. WANER OF NRY TRIAL. Each Party expressly wa.ives, to the fullest
extent permitted by applicable law, any right it may ha,ve to a trial by jury in respect of any
proceedirigs relating to this Agreement or any dispute between the Parties arising in connection
with any aspect of this Agreement, and acknowledges that #1us waiver is a material inducement to
the other Parties' entering into this Agreement. However, if the Parties in dispute unanimously
agree to submission of theix dispute to a court of law as an alternative to arbitration, it is agreed
thax such Parties may have a nonjury 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 sha11 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
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 5' Street
Garland, Texas 75040
972- 205-2000
Atten ion: City Manager
With copy to:
General Manager and CEO
Garland Power & Light
217 N. Sth Street
Garland, Texas 75040
Deputy General Manager and COO
Garland Power & Light
217 N. Sth Street
Garland, Texas 75040
City of Greenville
2821 Washington St.
Grreenville, Texas 75401
903-457-3116
Attention: City Manager
With Copy to:
General Manager
GEUS
6000 Joe Ramsey Blvd.
Greenville, Texas 75402
SECTION 8.13. COLTNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which sha11 constitute an original but both or a11 of which, when taken
together, sha11 cons itute 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
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 a11 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 accordat ce with the
laws of the State of Texas. It is agreed that the pxovisions 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 sta.te district courts in and for McLennan County, Texas.
iii) Should a Parry or Parties to this Agreement commence an arbitration or, by
unanimous agreement between the disputing Parties, the allowed limited legal pxoceedings against
another Parry or Parties to enforce the terms and provisions of this Agreement, the Parry or Parties
who do not prevail in the proceeding(s) sha11 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 entitymaking any Parry jointly
or severally liable for the acts of the other Parry. Each Parry sha11 be solely liable for the payment
of a11 wages, taxes, and other costs related to the employment of persons by that Parry to perform
under this Agreement, including a11 federal, state, and local income, social security, payroll and
employment taxes and statutorily manda.ted workers' compensation coverage. None of the persons
employed by any Party sha11 be considered employees of any other Party for any puxpose; nor sha11
any Parry represent to any person that such persons are or shall become employees of any other
Party.
8.143. ENTIRE AGREEMENT. This Agreement, including a11 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
oithis 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.l.4,
supersedes any and a11 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 sfia11 be effective unless executed and signed by a11 Parties.
8.14.4. WANER. Delay by any Party in enforcing its rights under this Agreement
sha11 not be deemed a waiver of such rights. The failure of a Parry to this Agreement to insist, on
31
Attachment 3
any occasion, upon strict performance of any provision of this Agreement wi.11 not be considered
to waive the obligations, rights, or duties imposed upon the Parties. No waiver of any breach or
violation of any term ofthis Agreement sha11 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/MA.TERIAL 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 Parly'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.$ of this Agreement, (i) the remainder of the terms, conditions, covenants
restrictions and other provisions of this Agreement sha11 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 sha11 include the singular, and the use of any gender sha11 include all genders.
8.14.7. NO THIRD-PARTY BENEFICIARIES. This Aa eement 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 pernutted, 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 Agreem.ent is (i) a contract for
the sale of goods and services between T1vIPA 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 aze 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 beproperly deemed to be the author ofthis Agreement, and
32
Attachment 3
further agree that no Party sha.11 be presumptively entitled to have any provision of this Agreement
construed against the other. The Parties acknowledge and agree that this Agreement sha11 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 lega.l counseL
This Agreement sha11 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: l d CL i
Title: (
Date:
Attest: V
Approved as to fb'rm: ,
Counsel for Texas Municipal wer Agency
CIT OF BRYAN, TEXAS
By: `
Name:
Title:
Date:
Attest:
Approved as to form:
Counsel for the City of Bryan, Texas
33
Attachment 3
further agree that no Party shall be presumptively entitled to have any provision ofthis 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 l, 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
CITY O RYA T AS
By:
Name: i eGIS M1-•
Title: a p'C"
Date: 1 Z jP
Attest: CQ,C/-
Approved as to form: C 7---
Counsel for the City o Bryan, Texas
33
3-42
Attachment 3
CITY OF DENTON, TEXA.
B
f G
y ` "`
Name: Q,%G/ /
Title: {55/5 2Yi Cj// /LdtL Cl f
Date: 2
Attest:
Appro d as to m: i(,c.._ e-y..s
Counsel for the City of Denton, Texas
CITY OF GARLAND, TEXAS
By: _
Name:
Title:
Date:
Attest:
CITY QF GREENVILLE, TEXAS
By: _
Name:
Title:
Date:
Attest:
34
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
B ` .
Name: R`M l. bP.P f'oR
Title: Lt1' ft1QnAG TL
Date: Jyc. I2 "L.o(Cp
Attest: - `' ^
t
CITY OF GREENVILLE, TEXAS
By' —
Name:
Title:
Date:
Attest:
34
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: av L L..C) r-.' 1, c,
Title: _ ,,,
Date: i Z, 5.1,j z,
Attest: %`' /' , c.Q
34
Attachment 3
GEUS, acting n behalf of t ity of Greenville pursuant to its Charter
By:
Name: '( tC..C C CL %i
Title: Chair of the Board of Trustees of the Electric Utility Board
i .
al_:.._ ..
35
Attachment 3
SCHEDULE A - GENERATION ASSETS
SCHEDULE B - MINING ASSETS
SCHEDULE C - TRANSMISSION ASSETS
SCHEDULE D- AI MINISTRATIVE 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- INDENIl IITY ESCROW AGREEMENT
36
Attachment 3
Texas Municipal PowerAgency • Schedul¢ A
Power Produc0on Asse[sDetoilSchedule as of9/30/ZO35
PssettD AsSetDesvipdon PIacB(n5¢rvit¢Dat¢ Cost8a5is LTOD¢predatiOnAmount NetBookVa(ue
310005005-1 . PIANT & IAKE IANDjLAND RIGNTS . 12/1/1993 238,794 0 238,744
3100USU Sd PIANI' & WCE IAND(I,AND BfGHTS 12)1/3993 392, 946 0. 391,9G6
3100D50053 PIANi'&IAKElANO/IANORIGHTS 12{7J1993 152,158 0 152, 158
E105000-6 PailSpurWnd 9f30/2012 6,681,408 0 6,681,408
7,465,309 0 7.465,309
311001005-1
311001005-8
311 010103
311001010•5
311003010 6
311001010-7
311001010•B
311003035-2
311010005•2
311010030-3
311010D10-3
3110100103
3110 10010-5
3110300503
333030055-1
311030055-2
313010055 4
311010055-5
311010055{
313010660-1
311 7A005-5
313020010-2
3110200303
311020020-5
311020020-7
313020025•2
31102U0253
311020045-2
311020045•3
311030005-3
311030020-2
311030075-5
31103aD2S1
auo3ooso-i
313030030•2
313030D35-10
313030D35 6
311030035-5
311030035-6
311 30035•7
333030035•8
311030035•9
313030030-3
313003005-5
311010005-4
311010050•1
311 10045-1
311030022 2
311010045-3
313030025-2
313020020 6
311030035-1
311010050-2
311030005-2
3110500153
311001 1U 4
311010030-1
311020035-2
313020020-4
311010055-3
313010050 0
311001005 6
31102002U3.
313030040-3
313020005-2
311001005-7
313030022•1
313020005-3
313020005-8
311030015-1
311020020-2
313001010-2
313030025-0
311010010•2
BOl1,ER SfRUCTURE
PassengerElevator poor AssemblyReplace
TURBfNE BUILDING
SWRCNYARDCABLEREPL4CEMENT
FIRE PROTECTIQN UPGRADES
MAIN COMROL ROOM REFURBlSHMENT
HVACUp6 de
AU%IIARYCONTROL BUIL ING
FGD BUIIDING &STRURURES
PLAh(T BUILDING UPGRADE
Coal Conveyor Fire Protection
FY09FAqLttYRENEWAL-ROOF NG
NVACUpgnde
PIANT PAINTiNG PROJECT•PHASE IIf
GASSTORAGEBUILOING
OTHER MINOR BLDG & SfRUCTURES
OTHER MINORBLAG & STRUCTURES
OTHER MINOR BLDG & SfRUCTURES
OTHER MINOR BLDG & SfRUCTURES
FY09fACILrtYRENEWAL-HVAC
OREDGE & PIPING
SLUDGE COUEGTION POND
leachate Contro65ite F Wndfi{I
PLAM RESEV. SPILLWAY GATE REPAIR
WKE, DAM & WEIR WOHK
3166 Compliance Proje t
7ravelingWaterSueens Refurbishment
SRE A IANDFILLCLOSURE
SRE "F" IJ N FIIL CEIL
Stormwater iWnoff Conttol Projecc
Plant Road & Culvert Repair
RAILROADS
RAII SPUR - ENGINEERING CASiS
SENIER UFT STATION UPGRADE
SewaBe Trcatment Upgrade
Fatlliry Renewals - FY 31
UPDATEEAqLYWARN NGSY5rEM IOGGER
NERG Seeuriry Requiremenu Praiec[
FACIUTY RENEWAL PROJELT-FY06
fACILiSY RENEWALS PRO]ER-FY07
fAGI.ITY RENEWAlS PROJECT-F(10
FY 08 FApLIN RENEVJAL PRQIER
Saniqry sewer ryrtem
BOILEASfRUCTURE
Scrubber Refurbishment
PIPE RACK
ALTIMORE WARENOUSE
SI7E F LANDFILL DEVELOPMENT
ALTIMORE WARENQUSE
PLANT STOR/1GE WAREHOUSE k6& 8
SPILIWAY PLATiORM
MISC SITE AND IMPROVEMENTS
PLANT PAINTiNG PROIER•PHASE III
Sfortn Water RunoH Corrtrol Project
Scrubber Raturbishment
NFBINE BUILDING
PLqNT SfQFtqGE WARENOUSE tl 10 & 11
REGRCULATION CANAL
PLAM RESEV. SVILLWAV GATE REPAIR
PL4NT PAINTING PROJECT•PHASE il
PLANT PAINTING PROIECi-PHASE III
SOIIER SfRUCNRE
EAR7HENDAM&SPIILWAY.
CAAL YARO UGHTING
ASH DtTENT10N PONDS
8oiler Stnicture (elevatorsJ
SITE F LqNDFIU DEVELOPMENT
ASH DEI'ENTION PONDS
ASN DETENTION PONDS
PAVED SURFACES OTHER THAN ROADS
EARTHEN DAM & SP1LlWAV
NRBINEBUIL ING
R4ILTRAQC& RO.W.IMPROVEMENiS
PL4M BUILDING UpGRADE
10/1/1983
13/30/2012
10/1/1983
10/31/2007
a11slzooa
ani2oos
1Oj31/2033
10(1/1983
10/1l1983
6/30/2000
9/80/2010
Z/ZB/2011
10/31/2013
6/19J2000
10/1J1983
io/1lises
10J1J1983
10(1(1983
10/1/1983
2/28/2031
8/ 31/1995
8,131/1995
10J31/2004
S/37J1998
6/27/ 2003
9/30/2011
12/31/ 2012
9/30/ 1998
11130/2004
411912U04
9l30l2008
10/1/1983
5/29/ 2007
s/i/2ooa
3{31J2009
BJ31/2012
31/30/ 1006
12/12/ 2005
3/31/2008
1/31/2008
a%OI2030
9i30j2010
4)30J2011.
10l1/3983
9/30/2013
30/3/1983
10/1/1983
9/30/ 1997
10/1/1983
10l1l1983
10/1/1983
1Q/1(1983
30/1/1983
6/19/200p
9/30/2033
10/1/1983
10/1/1983
30/1i1983
Sf31/1998
6/30(1999
6/19/2000
30/1/1983
10/1/1983
10/7I1983
io)iJi9
6/30(2011
9(30f1997
10/7./1983
10/1/1983
10/1/1983
10/1/1983
SO/1/1983
SOJ1l1983
6J30/2000
18,889,751
11,550
217,511
848,068
3)8.99
125, 920
99,236
6,398
7,611
140 937
95,437
113,633
231552
73,655
10,913
353, 697
3,312
2,005
336,076
26,552
687
22,431
67,01)
26,752
139,421
61,955
631, 968
39,341
1i3,361
277,616
148,743
98.260
1,916,752
ssa.»
26,2 6
113,797
14,129
97,426
175,115
90,823
99.832
94.403
2.283
1.857
15,235
I,507
S,a31
6,859
8,751
iz,a a
12,698
12,124
15,afl5
22,586
78,307
55,30a
42,501
48.839
69,107
75,816
79,536
83,229
77,393
99,$41
302,228
276,105
117, 939
10),791
126, 342
136, 014
137, 469
147,802
213,678
229, 701
14,558,281
11,55U
217, 511
848,068
378,997
125,920
99,236
4,398
7,611
140,937
95.437
113,633
231,552
73,655
30,913
153,697
3, 3)2
2,005
134,076
24,552
487
22,631
67,037
24.252
139,421
61,955
633,948
39,341
123,361
277,616
1C8,743
98,260
1916,252
ssa,ia
26,276
113.797
14,129
97,a26
175,115
90,821
99.832
94,603
568
3,136
1,931
1,932
4,185
4,230
a,871
6,9a6
7,278
8,183
S,b19
9,801
9.924
30,784
32,755
32,967
40,507
azSs3
42,738
51,638
52,261
57,228
68.472
68,)23
69,979
70,588
81,683
91,610
92,961
97,798
122,678
123,427
a,331, 410
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
D
0
0
0
0
1,735
723
33,3a4
5)S
1,245
2,6a9
3,880
5,532
5,419
3,9a0
6,866
12,785
68,363
24,52U
9,745
15,873
28,600
33,Z63
36,798
31,591
25,153
42,613
33,755
207,382
4),961
37,209
4d,659
44.204
44,502
50,004
91,201
306,276
Attachment 3
TCtrds Municipal POWM AgCnry
Power Production Assetr Deroil Sfhedule os of9/30/2075
ASSKID AaCtDeScripti0 Placein5¢rvice0ate CostBtsis TDDeptK'sitiOnAlltDunt NBLBOOkV31Y¢
3130300253 RAIlR0AD5 10/1/1983 251,239 153, 719 97,520
311Q30U25-2 RAIUtOADS 30)]J3983 2a5,9}5 165,994 79,922
311001005 6 BOILERSTRUCfURE 10/1/1983 364.205 202,728 161,678
313020015•2 PLANTCOLLECf10NPOND 10/1/1983 334,p69 235,9& 3 138,066
311030065-2 ALTIMOREWARENOUSE ioliJ A15,366 274, 854 140,531
311050005-1 SUMP32ANDDISCIiAflGEIJNE SO/1/3983 380,833 293,506 67,326
311050015•2 OtMer sumps and d'escharge lines a/30/2011 1,382,786 344,179 1,038, 607
3110200G5-3 SREAL4NDFILLLLOSURE 9(30/1998 520,978 356,894 264, 084
313030025-1 PL4N75TORAGEWAqEH0U5EN6&7 10/1/1983 468,033 360,)32 107,321
3:3003005-2 BO{LERSTRUCiUNE 30/3/3983 559,750 370,OC7 IB9,203
313050030d SUMP 25 AND DISCHARGE UNE 10(1/1983 526,632 405,873 120,758
3130500052 SUMP22AND ISCHARGEllNE 10/1/1983 776,196 C9),032 279,160.
311001 53 8011ER5TAUCSURE . lOJi/1983 809,6n 502, 353 307,324
313020030•3 SLUDGE COILECI'ION POND 10/1/1983 1, 0 0,133 8Zp,7qg 265,38b
3330300353 SITEFl1WOFil1 30/1/1963 1,397, 008 829,028 567,979
311010035•1 BRFAKERBUILDING 10j 1983 1,156,0&i 890,991 265, 093
31103W35-2 MISCSREANDIMPROVEMENTS - 30/1/1963 1,589,]32 1,040,605 548,527
313050015-1 OT}IERSUMPS&DISCHARGELINES. 10/1/7983 1,624587 . .1,252,065 372,522
313020035-3 PIAM COLLERIDN POND 1O11/1983 1.691,27b 1,303,G62 387,814
313010005•1 FG BUILDING&STRUCTURFS 10/1/1983 1,917,581 3,477, 876 434.7a6
311020040-1 PIANT DiSCHARGE STRURURE . 30/1/1983 3,992,OBS 1,535,295 556,)93
311020035-1 RECIRCUlAT10N C11NAL 10(1/3983 2,231,446 1,)19,)b9 511.676
313030020-1 ROAD$ . 10/1/1983 . 3,161,500 2,083,329 1,096,373
3130300053 FGO building & struceae (dewatering) 6i30/2031 8,770,072 - 2,182,8g1 658.
313003015-1 AUXILIARY WNTROL BUILDlNG 30/1/1983 3,213,605 2,476,716 736, 888
31102003D•1 RNER INTAKE STiiUCfURE & L1NE 10/1/1983 3,372,578 2,599,337 773,341
313010005-1 ASM DE1'EM10N PONDS 1/ 1/1983 6,616,64p 3,403,892 3,012,767
313030025-3 R4 LROADS 30/1/1983 4,482,305 3,452, 186 3,030,319
313020025-1 PIANTINTAfCESTRUCSURE 10/3/1983 6, 1&i,4R 4,766,330 3,618,102
313001010-1 TUIiBINE9UIlDIN6 10/1/1983 14,729,863 11,352,250 3,377.592
3130]0020-1 EARTHENDAM&SPILLWAY 10/1/3983 22,635,053 17,G04,))S 5,190,2)6
121,17i.iA5 67,752.218 33,675.027
312003005-1 WATERWALLS
3120010053 WATERWALI,S -
312003005 PUWERIZEROISGUIRGEY.4 VE&ASSEMS
3320010053 BOILER WATERWALL7U8E REPLACEMENT
3120010056 PULYERI2ER JOURNqI HEAD REPLACEMENT
312001005-7 BOILERWA7ERWAI,1&1NSUWTONREPL
312ao1005a BOI ERWAiERWAll,7U8E & INSUTATION REPL
3120030057 8oilerWa2erwa1l & lnsulatlon AcplacemM
312001005-8 Air Heam Basket Reptacement
3120030U5-9 8oiter Componrnt Aepixemerrt
3120D1010-2 MNN BOILfR DRUM
332001030-3 Drum levdindiotion & corttrok repl
312001020.2 REPL BOILER ECONOM2Eft SECTION
312001025 6 BOILERATTACNMENiS
312001025J Boilv Componen[ Replammmt
312001030-2 BOILER PENTHOUSE REFRACTORY
312003030-6 BoilerComponeniReplaoement
31200:090-0 SOOT Bl04YER EQUIDMEttL
332003060-5 Inedligent5oot8iowing5ysiem
31]001040-6 Bo1er Componenc ReplacemmC
312001045-2 BOILER WATER Gii PUMP(MOTORSfAIX/REWlN
312003065-6 CW$ PiDine Refiubishmerrt
312001455-10 Pulverizer Feeder Control Replammrst
312003055-3 PULVEIi2ER
312001055•5 PUWERIZER
312001055 6 PULYERI2ER
31200105`r9 Pulverizer5pringConversion
312fl03060.7 Boiler Oxy;en MonitorReplacemeM
312001065-2 FU'cL PIPE ELBOW REPWCEMENT
332003065-3 CAALPIPING -
312001999-1 80LLER OP'I1MiZATOM FOR PRB CONVERS
312001959-2 Oniine Perfortnanee Adwnud ConVol
31200199}2 ONLJNEPERFOFtMANCE&ADVANCEDCOMHOLSY
3120p1999•2 OniinePerfortnanae&PdvaneedCaMrolSy
312005005-2 AIR HEATER BASKt7 REPtACEMEM
3120050D5-0 AIRHEATERBASKE71iEPIpCEMENT
312005005•5 REPLACE&WASHAIRHEATERBASKEfS
312030005•2 Pre4pipterRefurbishinent
332010005•3 PreapihiotReFutbis4unerRProje[t
312030005-0 Preci hator5trudureandpectRefurb
312010030-4 PtAM PAINTING PROIECT-0HASE III
332030010-6 Boikr Feed PumpTurbine BuckeT Repl
332015005-3 Scrubber Engineering Study
312020005-3 SUckElewWrReplacement
312020005.i Stack Ughting fteplaeement
33]020015-2 DURREPL4CEMEM/PRIMARYAIAFORCE
312020020.2 A1R FAN MOTOR
10/U1983 ),736,6pC
10/1/1983 664,565
1011/ 1983 523
6/30/2000 425,SC5
11/2)/2006 525,620
9/30/2008 958,536
5/33/2031 70a,305
9/30{2011 1,564,509
7/ 31/t011 2.309,015
8/31/303i. 373.707
10/1/1983 G29,630
1/ 18/2014- 99,333
elza/z000 z.sas,s
io/i/iss3 aas,oso
8/ 31/2033 418,548
6/30/2 0 22T.508
8/31/2013 16,433
lOJl/1983 - 460
5/30/2006 359,169
8/37./2033 64.947
5)31/2010 . 617, 057
6/30/2033 331,56C
8/31/2012 378,832
10/Z(1483 220, 206
10/7J1983 52,792
io/z/ zis.sss
10/31/2004 a44,183
6/30/2008 . 89.978
1012/1983 571,fiA6
10/2/1983 61,550
5/31/2000 . 256,616
9/ 30(20Q8 : $6.658
9/30/2009 286.072
9/30j2DSG 279,393
10/1/19ffi 265,308
r>/3a/zooa sas,zu
6130)2090 5A7,565
30/31/2004 576,898
9/75/2006 170,755
7/7(2013 413,104
6/19/2000. 396,612
9130)2010 850,460
9/ 20/2005 85,000
1/31/201d. 2Y5,838
2)as/xoia sso,2Z9
10/1/1983 68,37)
10/1/3983 336,897
964,122
664,565
523
425, 845
525, 620
958, 53b
704,305
1,566,509
2,309,015
223.707
629,630
99,333
2,885,613
345,OSG
418,548
22),508
16p33
460
159,169
64.94i
63),057
331,564
378,832
220, 206
52.)92
219,158
6C4.1&3
89,978
571,646
61,550
256, 436
256,656
ZB6,0) 2
279, 393
265,308
sc3.ziz
547,565
576,848
170,755
673.104
196,612
850,440
85,000
275,838
i ssoazs
68.37T
136.89)
1,77a,a82
0
0
0
0
0
0
0
0
0
0
0
a
0
0
0
0
0
D
0
0
0
0
0
0
0
0
0
0
G
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Attachment 3
Teras NlunidpalvowerAg¢ncy
owerGroductionAxseC DelailSdieduleosef9/30/1015
AfSetID A53¢t06CriipLion PBeein5ervlceDate f4st895i5 LTODepredadonAmount N¢tB00kValue
3120200i0,3 DUCTREPUICMEM/PRIMARYA1RfORCE 30/1(1983 339,138 339,338 .
332020025•2 INSUlATEO DUCTWORK . 101111983 3.573,08C 1,57^>,086 U .
3120200253 1NSUlATEDDU TWORK 1D/7.{3983 468,666 46$,666 4. .
312020025-4 SCRUBBERRENEWALDUC75TAGKUP 10/3/1963 865,638 865,638 0
312020025{ SCRUBflERRENtWALPROIECT 30/1/3933 7.582 7.882 .
312 2Q 25-6 GASDUCfTOA1R?iEAT'ERiiEFURBISNMENT 4/9/2008 L03U319 3,030,3L9 - .
3120200 5•8 B0ILERSAtKPASSDUCTREFURBISHMEN7 9/30(2009 1b5,265 365,265 .
312020075-8 Bo icBacl assDuRRefurbishment 813]lZO10 1,880 1,880
312020025•9 Mot&ColdAirDutLRdvrbislunem 3f7)20U9 761,630 761,630 . .
312025003d COALAAItCARDUMPER&EQVIPMENT 9j30/]996 250 250 -
312025010.2 BELTSCALES£QRCONVE 9R58&24 9J30/2008 212, 998 212,998 0
3120250123 PLqMPAIfffINGPR01EtT-PtlASEfl1 10/1/1983 24,552 26,552 0
3120?5016-4 IANTPA1ti17NGPR[UECT^P1 ASEIU 10/1/1983 <9,SQ3 49,103 . .
31202503C-2 UGNft£ CDNVEYOR99A 1a(1/1983 63,881 63,881 - .
3120250343 IlGNRECDNVEYOR:9A 19i1/IS$3 fi98 . 698 .
332025034-4 UGNRECONVEYORi9A SOJ3J1993 80,891 SQ,891 - 0 .
3120250343 U1NiPA1Ni1N6 AOIER-PNAS£itl SO%1/3983 1a,731 ]A,731
31202503b2 UGNRELRNVEYDRts10A3 10/1/1983 10 7A 0
33202503&2 UGNRECON!lEYORA33A1 ID/i/1983 17,809 17,809 4 . . . . .
312 30010.2 PIANT AAIMING PROJECT-0HASE fll 10/1/1983 132,i78 132.575
312035905-2 SWDGEF1LTiL4TtONSYST£M . 10/1(1983 132,300 132,300 .
31203501D3 FLY hSX TRANFE{t EQUIPMENT . 1G/1/1983 . 2%,519 ]96,519 . -
312D60010-4 'B'FlYA5H8LOWERCOMROLSEflTEAMENT 17/31/2003 .9 8 . 22,908 .
31ZD600303 qEPl1WOfLYA5t19LOWfRLONTfl41PANE4S 8/24J2006 47,016 q7,p}5 0
312040010-6 REPL "B° fLYASN BIAWER CS'OR 8/24/20GM1 4,892 . 74,892 . 0 .
312000015-2 NYDROBiNREFURB SMMENT 6/30/2000 229,323 229,323 -
3120i00304 PYARESSYSfEM .10/1/3983 39,SG6 39,586 0
31204U045-2 REDLOFAWS&SWS 1%NG . 6/ 30/2000 104,224 104,22 0
3110 40 0453 ASHWA7ERSUPPLYPUMPCOMPIE% 10/].(1983 9a,515 96,515
3120GOOSD-2 07NER ASH WATER PIPING . 10/1/19ffi . 68,a04 .
31Z04005D-3 REYLAWS&SWS IFING 12/3U 43 6,690 6,690 .
3120a50D5 BOILER HIGH ENERGY HANGER/PIPING iNS EG 9/30J2007 850,771 850, 771 -
312Da5010-2 RENEAT PIPING . 10/3/1983 2A7,605 Z67,605 - .
3i20450153 Phax 1 PIaM Undergraund 7iping Replace 7J33i2011 938,1t5 918,115
3120500053 BOI ER AREADRIP, DFAIN & VENTS 10/1/1983 . 51,122 51,122 0 .
332055005 BumerMan gementUp;rade 6/30/2010 1,<17.,460 1,a12, 460
31206 005-2 ULTRAFILlR4T10NWATERTREATMENT 5/ 29/2007 272p92 272,8g2 0 .
31206 0103 DEMINERAUZEF WATFN SYSTEM 7D/1/19ffi 49.796 49,796
312060030-4 DEMiNEpA1RERWA7ERSY5TEM 10/3/1983 197bC6 197,608 - -
312065005-2. FEEDWA7EqHEATERS 30/1(1983 41F76 a1,A78 0
3320650053 FEEDWATERHEATEAS 10(1(1983 597. 951 597,951 ,
3130650102 DEAEpA70RUPGMDE 10/3(1983 i16,814 21<,816 0 -
3120650153 A&BBfPT/B:PHe tEuhangers 9f3012Ull 206, 933 206,933 0
312065015 $oilu Feed Pump Restontton ].2)31/2012 790p33 790, 433 .
312080005•1 FUFlG0.S5UPOLYF1WNGaDDlT10N 3/31l1996 3,256,ia9 3,256, 1a9 . .
31208 00 05-2 FUELGASSUPPLYFIRINGADDRfON 3/31j19% . . 6 - %6 _ 4
312001015-3 80ILERA7TACNMEN75 30/1%1983 . 2' i6 8 .
312015080.2 SaubberAdurbishmmt 9/30/7A33 2,455 30.1 2,123
312020025-5 SCRU6BERitENEWAIRftOIECT 10/1/1983. 18 a39 2 9
312015015-5 Saul berReturbishme.rt . 9/30/ 20]3 <,SCQ . 61< - a,230
31?A15 10-4 Saubb rRefurbishmerK 9/30/2013 8,70 . 1.Oa6 7.222
312o15o0i2 SECONDARYtRUSHEHBIDG&EQUIP 10(7(3983 1395 . 3,395 . . 0
312001075d POWERSUPPLYSTUDY, 1OJ111983 2,J45 1,611 1,133 ..
3120010.55 8 PULVERfCER SOJ2/1983 3,529 y,6q8 1,861 -
3110150403 SwbberRefurbishment 9J30h013 16,351 2,p78 .34,319 . .
31Z0450053 CRRfCA1,SfEAMPlPINGEVALUA7tON 30/1/19&i <,397 2,690 ;,707
31207D005-2 Fl1El 0.5T0AAGETANK 30/1/198i : 7,008 6,348 2,660
312025016-2 LLGNREDUSTCAMTitOLSYSTEM 30/]/198i 4.776 6,774 0 .
31201D45 Grculatiny Water Pump Moior ReplaccnerK 5/ 6/2015 202,4C9 q891 197,518 . .
312035085-1 SturbberPurgeGemiol5yseem 4(30(2011 , 32,Oi1 . 7,9g3 24,088
3120C3000-2 SUPERNFATERADDfi10N 10/1/1983 14,1D0 8,367 SJ33
31202543a-6 Pl{wi aIN71NG PROIER-0WSE ul 7/31J2000 15507 9,ag9 6.619 .
31202501M3 JUNCf10NTWPPERI&2 . lOj1J1983 20,776 11,526 9.252 .
312020010-2 INDUCED DRAFf FAN 3/31I3996 22523 11,696 10,825
312020005-5 Scrub6erRefurbnhmert 9/30/2013 307.259 12.&33 88,<26 -
312025012-5 PIANT PqINTINU PROIECT-PNASE III . 7/31/2000 26512 15,816 . 30,698 . -
312Q45015-2 AU%4UARY STEAM %PING 30(1/1983 26,7T0 17,307 9,4b3 -
312055005.3 BOILER BAUCPASS INSTRUMENTATION 1Q/I(1983 30,474. 17p67 33,007
3120350304 FLYASHTRANFEREQUIPMENT lOJl/1983. a2,835 . 28,691 16,146
312025014b fU+NiPAINTING ROlEC7-PNASEIII 7j31(1000 53,024 - 31,628 21,396
312010010 3 REO RATOR 10/1/1983 60,746 33,813 26,933 .
3120500052 BOILERAREADRIP,DRAIN&VEN75 10/1/1983 55,830 3C,645 21,195 - .
3]204D0303 PYRITESSYSfEMM00lFtCATONS 10/1/7983 72.7a6 41,696 31,048 .
31202501<-2 REWORKYRIPPERDiWNS 9/28/1998 78,910 65,352 33,558
3120150303 SPRAY GUMPS & DRNES . 10/1/1983 52,122 45p95 6,627 .
312015 5-5 Scrubber Returbishmertt 9/30(2073 . 395,460 50,119 345.361 .
312a35015-2 LSGNiTEDUSTCANTHOLSYSTEM . 10/1/1983 ' 76,580 50,583 25,997
3120250424 BOILER BIN SILOS 14/3l1983 58,21a 58,21< a .
313003055-G 7ULVERIZER SfEAM INERTING SYStEM 10{1%1983 139,936 68,765 Sl,l$9
3120010754 BOILER GIANT MISC ITEMS lOJ1/1983 111,619 73,727 37,892 -
3120400103 RECXO GERHEATERMODIFICAT10N5 10/3l1983 137,851 . 79,01t 58,836
Attachment 3
Texas Municipal PowerAgeney .
PowerPioducGonAssemDetailSrhedule asof9/30/2015
Asset ID AssM Desaiption Plate in Servia¢ DaOe CAst Basis LTD D¢preciation ArtlOunt hec600k Yatue
312020035-1 STEAM HFATlNG C0ILAIR PHEHEATER 10/1/1983 79,486 7g,486 0 .
312015005•2 SCRUBBERdVIVSTRUCNRN. 101111983 92,231 81 830 30,402
31203003D 3 PIAMPNNTINGPR0IER-PNASEIII /31/2000 143,165 85j96 57,769
312060010.2 6EMfNERAUZEPWATERSYSTEM 30/1/1983 135,16) 86,553 48,614
3120400a5-1 ASH WATER SUPPLY PUMP LOMPL£X 10(7.11983 ll),%0 90,874 77,085
3120050053 AIRHEATERBlSNE75UPPOR7AEPl, 10/1/1983 355,426 92,235 63 191 - . .
312001060.2 FUElBUPNERASSEMBIY 30/1J1983 186,676 . 93 009 93,668 . .
312025002-2 DUSTCOLI.ERlONGROUNDING 9/78/1998 168,022 . 96,567 71 455
312001050-2 GRAVIMt7RICFEEDERS 30/1J1963 153,161 lp},3d4 i1,817 . .
312025D043 PRIMARY$REAK£RFEEDMODIFICATION lDJl/1983 135,127 104, 43a 30,71
3120010453 80ILERWATERdRCPLMP{CA%TALSPARE) 10/29/2030 408,480 305, 358 303,322 .
312055D15-2 StiiUBBEACANfR01 AND PANELS 30/1/1983 131,315 111,315 D
312020025-7 S UBBER15OlAT10N & IAYl1P SOJl/1983 796,395 111,425 82,97D . .
312030030-5 PIAMPA9Ni1NG?ROJEC7-?HASE711 6/19/2000 212,996 133,957 . 98,129
312010010-2 PREQPfTATDR . 30//1983 1 1,489 1]p,g54 56 625 -
312020 25-10 1nsWaied DuRwork 4/30/2011 469,579 116,879 352, 699 .
312DO1D70-1 NRROGENPURGESYSiEM 10/1/19$i 153,ffi8 118,578 35.2&0
31 20919 75 3 POW£3iS13 PLYSfUDY 30/1/14ffi 203,163 1y4,3pq 8,859
3120p10303 EOIIERREFRACTORY&1NSUtATlON i0/1/1983 7?3,3t9 127,655 345.674 . .
312035005-2 LMESfDNEAODRNE SYSTEM 30/1/1983 - 137,380 137,350 0 ,
312003075 6 CRRICALSTEAMPIP{NGEVAL47AT3DN - IDIl{3983 278.897 1d0.049 88.848 . .
312001055-2 FULVFRQER 3/ 31/39% 250,86C y5yp35 96R27 . . .
31206D030-2 fLYASH PNEUMAT;CREMOVAL 30/1/1983 ]31369 156,175 75,194
312015020•2 SECANDaRYiiFHCf70N7AAIK&MA(ERS 14J1/19ffi 13i,9A6 160,056 23.89D
322GD306S3 COAL 7PING 30/1/1983 199,5Sa 15p,p26 39,296
312055015 3 SCRU88ER CDHTROIAND PANELS . 30/1/1983 161R73 151,473 . 0. -
3120C106Y5 CDALQIANG 10/1/} 9 3afl.7a6 162,877 185, 869 . .
3120650052 MPJN STF/UA 71PoNG 14/1/1 3 253j33 167.627 85.707
3i202003Q3 7wchase of5pare ia Faa Motw 7j31I301D 649,800 168A90 481,311
3120e0035-1 80TTOMASNWMPS 10/1/198i 2r.912 1t5,6i2 52,261
312025035-1 UGNf7'ELDIiVEYORa1pA2 10/1/3983 189,5D5 189,505 0
312060020•1 fCONOMIZERASNCALifCfiON 30(1(1 3 191.713 1g1,713 0 _ - -
312015035-1 UMESfDNE0AYB4N&ASSOCEQUIPMENT ]A/1/1983 219.C80 194A80 25,000 .
312055030-1 STEAM SAAIDUNG P1PlNG . 1DJ1/1983 ]57,T76 198.282 58.994
313015015-1 PRIMARY AEACTION TAN%AND Mi%ERS - 10/1/1983 2i3,912 19g, 659 25,252
312065930-1 DEAERA70R&S70RAGETANK . SD/1/i983 358.198 198,992 59,t06
31 20150 75-1 Gypsum5tad outrystem 4(30/2031 872,829 23J,249 655,579
31iD03005•2 WAT£RWALLS i0/1/i983 346,3i6 . 218.202 128,154 -
332065415-2 BOIIERfEEDWAI'£iiMOD3f1fAT30A15 10/1/3983 436,297 . 250, 080 166,21
312 05 50 20.1 FCaD CONTROLAND 7MIEi5 10/1/19g3 33a,542 ]5),831 7b.713
31206affi0.1 pYitiTES5ri7EM . 10/1/1963 337.362 26P.004 )7,358
312055005•2 $OILERCOMBUS410NtA?17ROlSYSTEM 10/1r1983 - A38,485 272 052 166,433
31202500F2 LiGNfTEDU57CONTROLS'STEM ' i0/1/19ffi. 276, 501 274, 601 0 -
3120030.55-7 PULVfRpEq lOj2J1983 556,299 27)/ Z79,13x . .
312070005-1 FUELO1L570RAGETANK lfl/1/1983 354,CO2 . 2gp gq4 83,558
3120L50161 SiLaRfCIAtM"(1WNSFER1i0U5E i0/1/3983 296,]Rl 296,341 0
31205501i-1 SCRU88FRLOMROLAND7ANEL+ 1Gf1(19ffi 338920 318,920 20,000
3120250082 t1GNREDU57COMROL5Y5TFM 30/1/19ffi 323,181 3]3 g1 0..
312060015-1 80AERGiEMICA1fEEDEpUSPMENT i0)1J3983 420,708 324,239 - 96,469 -
31ZOZSD4o-1 t1GNf1E CONVEYOR 7t11 A2 30/1/19ffi 326,873 326, 873 D
312001060 6 FUEIBURNEAASSEMBLY - Y'i/37J2003 7t5Aa2 328,565 416,497 .
312025038-1 LIGMRE CANVEYOR itil A1 10(1J19ffi 3433`8 343,358 0 - -
312 30U05-2 limestoneunba&ngtaoliry 4/30/1P31 ' 1,380,8 5 343.6fl6 . L037.120
312)UU10-1 fUElO{LPUMPS&P1PItiG 10/1/1983 . Cb2,283 356,280 106,Q63 -
312025006-6 lIGN7TE 0U57LON7ROL5YSfEM 30/1(1983 360,027 360, 027 0
312001D403 WA'iERWAtiDE51AGGEAS 30/ 1/1983 bi9.120 372,06/ 2TI,53
312030015-2 limestonetonverynrl4 4J30/2033 1,521,566 378,21 1,IR2,844 - .
312003035•2 BOILERATTACHMENTS 30/1/1983 473,145 41<,886 208,259
312025030.1 UGNITELONVEYORA7 10/1/1983 429,393 4]9,393 0
312015070.1 Aeda;mxratersyatem 4( 30/2011 3,?36,710 432,271 1,304,G39 .
3120350i0-1 FLYASHTRANFEREQUIPMFM 10/1/1983 569,D61 438,574 130, 487
332015065-3 UMEST'ONfADDRNE5Y5TEM , 10/7J1983 473Ai 473,020 0
3120350063 SECANDARY CRUSFIER BLW & EQU17 30/i/1983 465,582 rg5fgZ p .
312040Q55-1 PRBFI.YASHHqNDUNG5Y5TEM 9/ 30/1996 810, 632 497,233 313,399 .
312015020-1 SECONDARYR;ACfiONTANK&MIXERS lOjL19S3 5ffi,269 $pq,u7 45,042 . -
312020030.1 NON-INSUtATEDDUC7WORK 10/L1983 711,735 568,147 . 163, 088 -
312055025-1 MISCVANEIS&INOICATOAS 30/1/1983 740,565 . 570,751 . 169, 814 .
312045015-1 AUXILIARYSTEAMPIPING 10(111983 748.422 576,807 171, 635
312025010-1 RECIAIM EQUIPMENT- 30/1/1983 . 593,436 593,436 0
312003060-5 FUEIBURNERA55EMBLY . 10/1/19ffi 1,358, 649 630,768 727,881
3120150203 Sew daryrcacaon tank& mixeK 4/ 30(t031 2,656,808 661,266 L995,522
312030010-a Limestone smnge Wdg (L2&l3j a/ 30/ 2011 2,728,71 679,184 2,049. 533 . . -
312015045•1 UMESTONEADDfTNE3Y5lEM lOjl/1983 680,189 690,169 . 0
312010030-1 PREOPRATOR 10/1/1983 893,663 - 688 784 204.919
31206W1M1 DEMINERAU2ERWATERSYSTEM 30/1/1983 943J53 . 727,348 - 216,405
312040W1W1 ASH PIPING - 10/SJ1983 739,307 739,307 . 0 .
312015080d ScrubberPurgeTreatmentsystem . 4/30/2011 3,0T9,612 754,092 2,2T5,579 ,
312025032 1 UGNIiECAIVYEY0Rii3A . 10/1/19ffi 756,056 - - 756,Oi6 0
312025012-2 UGNfTEDUSTCONTROLSYS EM 10(1/1983 766,161 766,147 0
3120350a5-a mestone addicive syssems - 6/30/2011 3,316, 358 gZS,qqg 2,490,909
332055030•3 L1GNfTE & LIME COM7tOLAND PANEIi 10{3/1983 894,138 864,138 30,Op0
Attachment 3
Texas Municipef Power Agency
Power P oducrion Assets Demif Schedule os oJ9/30(2015
AsseclD AsseeOeseif+tion - Pbcein5erviceDMe .[oscBasis LTDDepre[[3tionAmount NetBookValue .
3120150153 PRIMARYREACi10NTANKANDMIXEAS 10/1(1983 1,009,329 g7g,ZqZ x31,088
312001060-4 FUElBURNERA55EMBlY lA/1/1983 1,895,876 gg3,3qg . 1,012528 . _ .
312015055-1 0T41ERSCRUBBERPIPING 10/1/1983 892,144 ggZ,lqq 0 -
312045020-1 EXTRAC'f ON57EAMPtPING 10)]J1983 l,16a,7]9 897,653 267,076
312030015•1 LIME570NE CANVEYOR L! 1 30/ 1/1983 1,014,656 939, 656 75,000
312003010-1 MAiN BOILER DRUM 10/3/1989 1,220,466 940 610 279 856 .
312025013-1 IUNCTION/TRIPPEFtlA lOJ1J198i 962,]04 g52,1p, 0 . .
31200303D-1 BOILERREFRARORY&lNSUTATiON 10/3/198i 1,277,101 gg6,091 293,050 . -
31701503D-2 SPpAV PUMPS & DRIVES 10/1/19ai 1,136,605 1,013,955 122,650 .
3320350151 MIXER$&SfAQCOIlTS 1D/1/1983 1,322, 531 1,019, 346 303, 283 ,
312020GSSd FORCEDDRqFTFAN 10(1(1983 i,334,856 1,028, 778 306,088 . -
3120250034 COALRAILCARDUMPER&EQUIPMENT 9/30/19% S,B41,756 . 1,058,510 783,267
312025034-1 LlGNRf COJCVE/OR 10/1/198: 1,085,831 7.,0$ 2,831 0
312035025-1 SURGETHICKENER&ASSOCEQURMEM 10/11196.' ". 1,4CS,L3 1,113,77a 331,377 .
312003015-1. LOWFR ORUM & HEADERS 10/1/1963 1,SOG,5;2 J.,156,456 344,0 6
312015D25-1 STACKGASREHFAT ft 10/1/1983 3,218, 770 1,168,770 . 50,000 .
3120400i5-1 BOTTOMASHHYOROBSNS l0)1j19ffi 1.533,'796 1,182,092 351,70a . .
31206507A-1 FEEDWA7fRPlP1NG - . 10(1/1983 - 7$42,106 1,188,528 353,618 . ,
312035015-1 PRIMARYREAC!lON7ANKANDMIXERS . 10/1/19&i 1,320,9]0 l,Z1g g47 . IC0,963 -
312Q154053 SttubberdaUstructural - 4/3D/2011 5.079,3i7 1,251,811 3.777,i7b . .
317A65005-1 FEEDWATfRfiEATERS 10(1/1983 1fia6,305 1,268,803 377,502
3120SG10•2 SPRAVTOWEAA850RBER 10/ 1/1983 1061.767 1.271,919 189. 869
312060005•1 WA7EAPAEfAEATMEM5Y57£M 30/ 1/1983 7,653,868 1,174,635 379.236
31202D020 1 PRIMARYAiRFAn . 30/ 3/19R3 1,67a,apl 1.290.353 383,e54 .
3120a0025-1 8077flMASHMDDAERAAIDGRINDER 10/IJ19B3 1.759,769 1,354,1G$ 405,621
312001D6D3 FUflBURNERPSSEMBhY 30/1/1983 2.905,D35 1,35C,$03 1,550,532 -
312020G05-2 SUck{svckYinvJ .. " 4/30/2033 5,53]„350 1,376,766 4,154,580 -
312001965-6 COALAIPING - 10/1/1983 2,877.336 1A33,589 1,463,7C
33i003060-1 FUELBURNER ASSEMBLY 1A/7J3983 - 1,&81,719 1,a48,3A8 a33,611 . -
312075040-1 UME570NEBALIMILL&MSSEF. 1D)1{1963 1,558,372 1,538,272 ZO.ODO
312075065•1 SPRAYWA7EAF7%NG 10/3J19&3 1,608,871 1,608,g71 0
31iD35D[Sl SLi/DGEflLTRA710N5Y5TpM 1D/3/i9B3 2,111,776 1,627,541 Q86,236
3 1207003 0.2 Noo-hnulatedducbwnrk - 4J3D/2M3 8, 8,654 1,632j70 7.256, 286
312025D42-1 B01lfA&NSil05 10/ 1/1983 1,689,6 1,589, 956 D
3120D1075-'S SUPEfWEA7ERAaDf71ON 1G/3/3983 7,.928,ffi3 1,736090 7.,190,791
31203DOlOd LMESTQNESTORAGE8U7LIILNG 1D)1J3983 i,81.800 1,781,800 0
312001D3$-1 USING 10/1/198'! ?}56.'742 . 1.816,335 Sa0{107 . .
312035030-4 Spraypumys&drivers . 4/39/2011 7,519,781 . 1,869,451 .5,661,330
3120150'a0-1 SPRAYPUMPS&DRiYES _ 10/1/1983 2,097.233 1,932,334 159,919
312030030 1 iNDUCEDDRAF7FAN 30/3/1983 2,507,]4H 1,931,)15 575 033
auouoiz-i rarwsrta-rowEx 1N1liss3 iS5;15 i,s5%as o
3120350154 Arimar reactlwitanks&m"xers 6J'n0/2U31, 8,273,701 7,.OS9.3dC 6,214,358
312 015 0252 STACKGASRE+IEATEA lfl/1/]983 2,39C,582 2,17G$95 323, 956
312025094-1 PRIMAHY 8RfAKER BLDG & EQWPMENT 10/1/1983 1281.655 7„181,655 . 0
3120U1050-1 GPAVIMEiAICfEEDERS 10/ 1/1983 b665$56 Z,Zp7p71 45g,A83
312015p40.2 Umestone 8a11 Mdl &aauifiv 4/30/2G31 9,129,880 . 2 72A49 6,857, 431 . .
312G25606-1 SECONDARY CRUSiiER 81DG 8 EQUTA ]D/1/1983 2,?83,610 Z,Zg3 51p 0
312GSOU05-1 B011fR AAEA DAN, DRA1N & VEMS . 10)1(1983 3,042,246 7,qq,551 6g7,595 _
31204501G-1 RENEATPIPING SO/1/.i983 3,049,486 - 2,350,Yii 699,255
312665005-1 MA1NSfEAMPiP7NG ]D/1/198i 3,133,082 2p1<,658 718p24 .
312001045-1 BOiIER WA1ER QRC Pi/MP5 & PIPING lUJ1J7983 3,141,999 2,G21530 - 720,469 .
312065G15-1 807LERffEDPUMPS&ACC£SSOWES - 1/1/188i 3,199,65G 1,C5g,255 731,395 .
312040050-1 OTNER ASH WATER 91PING ID/1/1983 3,472,P50 2,675,900 796.]SU . .
312-0350051 SCRUBBEROVIIJSTRUCTURAI 3Al7J398i 2,961,566 i,735,200 426,365
332020005-1 STACK 10/3/1983 3,fiC2.354 2,807,153 835,201 .
31200i000 1 SODTBLOWEREQUIPMEM 10/1/19Ri 3,612,903 Z,gZy,Zqg 785,655 . _
312001020-1 ECONOMRER 10/1J3983 4,276,107 3,295,661 980,546 .
312025002-1 7RUCK RECWIM HOPPEREQUIPMEM 10/3(].983 3.396,319 3,396, 319 . 0 - .
312040005-1 FLYASFiSlLqS 10/1/i983 . C57B,303 3,G89,951 1,038,352
312 05005-1 REGENERATNEASRPAENEATER i0/1/198i 5,202,152 4,009,285 1,192,867
3320150343 Spraytowerabsor6er . CJ3012011 16,523, 628 4,117,770 12,330,858
312 SSGGS-1 BOiI"eRCOMBU5i10NCONTROLSYSTEM 30/3/1983 '.. 5,535,7A8 4,27qA93 1.27]„655
312 26a25-1 SNSUlATEDDUCfWORK 10/1/1983 5,547j a.275,a86 1,272,G69 - .
3120d0010-i . FLYASN PNEUAM7IC REMOVAL 10(SJ1983 . 5,790,625 6,767,227 - 1,323,398
33203GG05-1 LIMESTOME UNtAADING FACIUTV 30/1/1983 6,162,434 6,087, 434 75,000 . -
312025008-1 IIGN TESILO & EQUIPMFM 10/1/1983 7.069,771 7,069,771 0
3120010551 PUWERIZER 10/1i1903 .]1.CG0,39B g,477,gq4 1,967,555 "
31200102Y1 BOILERATTACHMEM5 . 10/3/7983 13,944.746 10.747.17$ 3.197,568
312625C0]-1 COAIAAILCARDUMPER&EQU PMENT 9/30/1996 . 20b17jC2 12,6G6,581 7,970,%2 .
31201GOOY1 PREdPiTA70RF1ELD . ]Dj1J1983 - 16,588,171 u,7gyp5g 3,803,71i . ,
33200307y1 BOILER PIANTMLSCRfMS . 7A/1/1983 22.ffi3,850 17,613,4D3 . 5,?AD,449 .
312015030-1 SPRAV7(/WERABSDRBER 1D/1/1983 19.991,95G 18.q63.g98 1.526,057 .
330030005-1 FUElGASSUPPIYF(Ei1NGADDITION 3/31/1996 86,482 g(,pgZ p
CVJIP Rato-Funded CWIP 58,355 0 58,355
CVJIP . Rate-Funded CWIP (Renewais and Replacemenls 9/30/2G35 8,114,495 S.114/}92 0
R&R RenewalsandAeplacemeMstAdjusAneM) 9/30/2G15 0 . -3,056,196 3,056,1% .
P33008 CEmS Heplacement Project 9/172035 556,4]3 3,032 553, 391
P13009 MercuN Ontrol . 9/1/2015 Sa3,8a8 . 2,95a 540.884 . .
P16002 IgniGor and BMS UPgrade 9/1/2G15 ].552,980 8.663 1,544j16 .
416, 879.723 29G,707,706 326,1Tl,035
Attachment 3
TexnsMunitipalPOw¢rAgenry
Vaver Produeticn Assetr Demll Schedule as of 9/30/ZOSS
Au¢t 0 AssetDesviption Plaeein5erviceDate CestBaSis LTDD¢preeiation/Unount NMBookVaiue
31L001005-1
314001010-2
33C003010.2
31<0010203
3140010263
314U01025-2
314001 25•3
313D10015•2
314010015d
314010015-3
314030020-2
314020005-2
33AU200053
314020005 d
314030005-3
314Q300054
31A0400052
314060fi05-1
316060010-2
3140600103
314060DiD-0
314030030-1
314001073
3}applpyp-2
31400192W4
31401U0054
314QS0005 1
314 20015-2
31402007.5-1
3140 3025-3
314030015-1
33a02001D-2
314030010.1
314030005-2
3100a0005-1
314001035-1
314010025-1
314001015-1
316010030-1
314p20015-2
314020W5-1
31-0060010 1
313D10010-2
314001Qa0-1
313060010-1
3140400i5-1
314001 30•1
314010020-1
314003010-1
31401G 10.1
314060 05-1
31400102-2
314010D15•1
314003065-1
3140300U5•1
314020010.3
314070D05-1
3140030753
314 10005-1
31400102o-1
314003025-1
314001Q50-1
E105000•1
E305000•2
E3050003
E305000•5
315001D05-3
315035010.2
315025005-1
3ssozsoos•z
315025005d
assossuos
3150250p5 4
315025905-5
3150350052
315045005-1
315065010-1
STOPVALVE
TUR8INE CONTROlS REVL
iLrbine CoMrols ReplacemeM
NRBINE UPGRP.DE PROJER
NP/4PTurbine fnnet She1i Repa'v
TURBINE 9ARSSHPJIP .
LP7urbine Replammmt
GENERATOREXCITp770N UPGRADE
GENERA70R p(CfTAT10N UPGRADE
AITENRE%RETAINING WNG REPIACEMENT
UNR(GENERATOR PROTECTIY£ HFiAY1NG U7URA
Condensee Tube £vafuation
MAIN CONOENSER RETUBE
conaensc uak peceaors
WpT£R1501.NT10N SKi
B' CWS PVMP MOTQR REPIhCEMENT
Condensate Pump Syrt.-SuRion Aye Upgr
V18RAT10N MON(TOAING SYSTFNf ?}WSE 2& 3
ELECIRP}IYDAA fANT. (£CH)
ELECTRO-HYDRACOM: (fCN)
ELECTRO-FiYDPAODKI (fCfi1
IANTDA1N73NG PROJECT-PHFlSE1
LP Turyiae ikplaaement
YLANT AAtNSING PROIECf-PHASE l .
TUiiBSNEWIaiWDEFROfER .
GFNERATDRSTATDA .
80SLERWA7EitAEAMANALY515fQU1D
ondensrte Pump Replacemeni
NDENSER Hf7iYJELLAIR FVALII.3Y?.
lPNR8WE REPIACEMEM
URCUip77NG WATER VANUM .
CONDENSEALf557U8E5
GRNIATING WATfRPtP#NG
URNiAT10N WAT£RSY57. IMPRDYENRS
CONpENSAiE PUMPS
STFAM SFAt5Y5TEM
STATORCDOUNGSYSTEM .
COMBiNEO itEHFAT VALVE
FttDROGENCOOLINGEQUiPMENT
CONDENSATePUMDREPI
NBE BUNOLE [ANOENSEFt
CONO STORAGE TANKS & INTER P PING
GENERATON FIELD
LUBE OIL SYSTEM
ELECTFtO-HY Ra CAtdI. (£OdJ
fANDENSATEPIVING .
IMENGRAI PIPING & VALYES
GENERATOR ACCESSOitlES
TURBINECONTROLVALVE
GENERATOA FIELA
NRB1Nf tOMAOLR PANELS
TURBINE UPGRADE YROIEC
GENERATOR EXUTER SYSTEM
TURBINEPEDFyTAI & fOUN0AT10N
URCULATNG WATERPUMVS
CONDENSERtE55TU8E5
T!G PIPM DR1P, DRWN & VALVES
LP Tvrbine ReplacemeM
GENfRATORSTATOR
HPJIP ROTOR
LpTURBiNE .
TURBINE GENE0.4TOR MLSClTEMS
WESfINGHOUSE TRANSFORMER
BBCTRANSFORMER
GENERATOR .
pTurbinC -Spare
ISOPHASEBUS
BOVOLTSWRCHGEAR -
DCS SYSTEM Y2K UPGRADE
45TWBUTIVE CONTROL SYSTEM UWRAOE
BREAKEFI COMROlS-fNGINEERING STUDY
5063 BNEAKER CONTROL SWITCX REPL
SOC3 BAEAKER CONTROI SWRCH REPL
twl Fred Simulamr Syscem
MAIN STEP UP TRANFORMER
Emergenry Dieui Ge eracorConttofs
EMERGENCY LLGF[TiNG SYSSEM
SOili1983 609509 C69.741 139.762
9/30/2009 1,088,172 1,088,172 0
9/30/2030 72,377 72.377 0
10/3/3983 5,896R95 5,696, 495 0
13/8/2011 3,431,258 3,431, 258 0
13/30(2006 716,256 716,256 0
8J31J2008 63,000 63,000 0
11127{2006 281,183 281,183 0
5/ 29/2007 10 10 0
7/3i/zoio aos,saz ap5, 5a2 0
9/30/2009 97,27T g7,Z77 0
4/19l200a 27,$65 21.845
4/11(2008 1,008,961 2,008, 9d1 0
5/31/2009 59p69 . 59,9 0
1D/3i1983 9,276 . 9.2% D
6/ 2)/2003 120,061 1ZO.002 0
5/i5/2006 160,9% , ;60,996 0
1D/31/2007 9¢9.392 , 949 392 . 0
10lI/19ffi &+.597 86597 0
10/1/1983 98.n1 g8.721
10/1/19B3 . 89 gg 0
10/1/1983 909 S6q 345
9/3D/7Ali 9,017 1,636 380
30/1/1983 3,937 Z,44Z 1,494
D/1/1983 a,800 2,51 . 2,049
10/ 3/1983 . 14973 . 9py3 5,560
IL/1l19ffi 25,137 19.373 5.766
9/301277D - 178.4.1 45,337 333,104
lOfl/1983 70,219 54,118 16,301
8/30{20D9 331,873 gZ,561 S69,I11
lOJ1/i983 125iD5 . 9T.651 29.053
30/1/198? 192,9 319.8p2 73.00
30/1/1983 156,480 320,984 355%
30/1/3983 233.576 . 144437 69.339
30/3/1983 203,597 y55.370 G6.227
30/3(19ffi 268,502 t91,597 SI,005
30/1/1983 151,009 . . 193,Q52 57.557
10/1/1983 . 301,892 309,737 92.155
1011119b3 426.980 329.072 97.908
9l3C/2009 1,20'I.D51 349526 857i526
10)1/1983 a99,654 38a,311 114,343
10l1/1983 579.259 a46.433 . 132,826
10/3/1983 826,630 519,667 306, 963
30)1/1983 - 692. 016 533,335 158 681
30/3/1983 ' 705,974 544,093 161,882
19/3/1983 - 732,791 - 564,76D l68,031
10/1/1983 869,613 670,209 199,406
30/1/1983 . g18,7y5 708, 051 210,664
30/3(]983' 982,715 757,3 6 225,339
10/1(1983 7.131.192 871,807 259.385
10f1/1983 S.1SOS02 . . 909, 810 270.692
30/1J3983 SS8a.824 940.384 5A4.339
1013/19H3 1.401,506 i,080. 233 321.391
30/1/1983 ],673,972 1,2y3,ggq 370,088
A/3/19ffi 1,S65y71 1,268,546 377,426
30/]11983 2,28 589 . 1,75).6G4 522.945
10/1(1983 2,300,910 1,773,305 52,605
6/ 11/2008 . 6,891,78C 1,994,366 4,897.a18
10/3/1983 2,872,447 2,233,787 . 658.660
30) 1/1983 4337.144 3,338,001 993,143
i011/1883 ' 4,410,629 3,399,260 . ],011,369
30Jij1983 ; 4,677.759 3.605,33b . 1,072.623
9/30/2002 1,286.G85 . 599,023 687,463
9/30/2002 2.30,277 9]7,9C6 1,122331
9%30(2002 7,387,65 3.<39,893 3.947,763
aulzuos ,000Aoo ze9.3s> >io,5i3
s,sso,n sa,oa.956 22.oa9.n
lOJl/1983
10/1/I983
8/30/2001
13/30/2006
5(26(2005
11R12005
5/29120D7
9J30/200)'
8/33/2001
3/16/2007
30/1/1983
666,708
80.907
89,543
1,365,450
46.8C0
1ffi,814
9i3
132,500
zisz,va
156,000
54,332
512, 289
80,07
89,543
1,365,450
46.890
83,814
923
132,500
2,182 1 A
156 000
54,352
152,419
0
0
0
0
0
0
0
0
0
Attachment 3
Te qs Municipa{ PowrlAgeney
PowerProducUonAssets Oe[ai! Scheduleos af9/30/2025
AsSetlC AssetDesuiption - PI000iq5¢Ni[¢D2t¢ COSt836is L7DD¢pf2Gi3ti00At110Yrtt N2iBDOkY01UG
3150G5 10.2 MPJN DU1NT {NVERT£R RF9LACEMEN7 5/31/1011 106,678 . p5,(7g 0
315055015•2 TG TO SWITCHYARD C48LE5 5125j2605 26,212 zG,212 0
3 1505 50153 REPI OF POWER CANTR CABLESTO INTAKE 11/I/2005 223,1 9 223 309 0
3150350103 AESERVEAUXTRANSFORMER{Cqp.SPAR 7 ]/31/2010 2591 721 1,871
315 35025-1 MtSCTAANSfORMEilS 30/]/1983 1,356 3,045 311
315035005-1 MAIN STEP UP TRANfORMER , 3011/1983 7,741 q,117 3,626
315065030-2 DURBANKS 10/1/3983 21 667 13,g74 7,793
315035020.2 7200v-480vtranstormer 4/30/2011 212,39D 52,815 159,375
315p15015-2 480voltmntorcorKroiceneten&swkch a/ 30/1011 516,Z36 127,994 386,243
315035010-2 RESfRVEAUXTRIWSFORMER(fAP.SPARE) 9j30J2009 928,891 268,979 659,912
315085010-1 C47HODICPROTECTION 30/1/1983 4U7,9T7 314,427 93,550
3150850 5-1 AGCESSOAY ELECfRICM15.1 . 30/]/1983 469,698 361,995 307,T03
315065005-1 ELECTRICALGROUNDiNG _ 10/1/1983 557,371 a29 56G 127,807
315035015-1 MAINAUXIUARYTitp,NSfORMER SDJ111983 - 561,t0 432,600 128,710
315025005 Prarrss wmputer 4/30J2C11 1,7a2,255 433,651 1,308,604
375015030 3 780 volt switchgear a/3o/2011 2,661,838 4Sg,g34 1,172, 985
315035020-1 72DOV-0LmVTRAfYSFORMER 30/1983 680,44$ 526,420 IS6,U28
315035010.1 RESERVEAUbL1ARYTRqNSFOi:MEA . 10/L3963 690 07 582,403 158,404
315015015-1 480VOLTMOTORCONTCENTEA 10(SJ19B3 1,]A0534 . 909,835 170,700
315015010.1 480VOlTSWITCHGEAR SO/1/1989 2,388,697 1,8C0,962 567,735
315D%5005•1 ACG FLECTRIfAI FREEZE PROOFING , 30/1/1983 2,770,968 2,135, 578 635,390
315065G15d C48LETIWYS 10/1/1963 3,080,195 2,373,975 706,320
315015005-1 7200VDLTSWRLHGEAR&MOTOR 10l1(1983 3,353,279 . . 2,584,363 768,916
315065010-1 DURHANKS 10h(1983 4,135,746 3,187,409 948,337
315055010-1 lAW VOLTAGE POV ER GBLE 10/1/1983 5,261,266 . q,p54,gE6 1,206,4 2
315a55015-i CAl7TA0181NSTRUMENTGBI.E 10/1/1983 5,261,266 4,OSa,84a 1,206,a22
3150650051 LONDUR 10l1J1983 8,888,6Y! 6,850,6a3 2,D36,186
3750550057 NIGMVOLTAGEpOWERCAOLE 10/ 1/1983 9,396,07b 7,201,492 2.156, 534
50.488,D52 44.379,753 76.108.299
3160100051 AUJL CpOl1NG WA'fER PUMP
316030010.2 AVX COOLNG WATER PIPiNG
316G10010-3 SERVICE&SEALWAT£ASUPPLYUP&flADE
316D30010-4 ALW GlP1NG & VALYE BE77'ERME
316010015-2 SERVICE WA'fER PU1 9P
316010 92 0- 2 REP AWS&SWSPIPING
3160100203 SERVICEWATFJtPIPING
3360300203 Phau il Pb K Underground PiDin;
3160iD005-1 FIREWATER150LAt10NYALVES
335030015-1 ELfCfR C DiWEri & 8005SER FaAE AUMP tONT
316USD015-2 Fire AanelReplacement
316010p241 600ster Firc Dump Sys[unUpgade
31607A999-1 Dtarrt Fire Proteaion Electrical5ystmi
316020999-2 firePrntection5ys[emUD6r+de
3160300053 'B'&"D"SERVICENRCOMPRESSORREPL
3160300053 'B' & "D" Service /lirComDressor Rep1
316030 15-2 A4RPt91NG
3160.5GOOSd AIR qUAL1TY WS7RUMEN75
316050005-5 AIRqVAl17YWSTRUMEN75
316050005 AIRQUAII7YINSiftUMEN75
316 070005- 10 GURCH.OF 2RIDING MOVJERS
316070005•12 CATERPILLAA D SO N DOZER
316070005-13 2003ALTEGFRTIJNERBUCKEfTRUCK
316070005-14 Durduse c}ForWififorSL
3160 0005•15 PURCHASEfORKUFTfflRSC
316070005•16 6" GORMAN TRASN PUMP FOR OPEM770N5
31607000Y37 DAEWOOD D300 FORKUFT•21,500 LB
31607000i18 Durchaseofnewbuckei/boomtruck
3160700052 CHERRY PIIXER
31607000521 Purchase Bobaifor Operations Crew
336070005-22 Purchase Forkl'rftfor Warehouse
316070005-23 Purchase Bobatfor Fuel & Yard .
31607000Y25 Putthasenewtorklitiforwarehouse
3160700053 MYEASSEWERCIFANEIi
316070005-5 SERVICE RHIND ROTARY CUTTER
316070005-6 PURCHASEOFDpZER
316070005 8 PARTL4LCQSTOfBACKFIOE(IAADER
316080020-0O1 GURCHASE BDAT,MOTOR & TRNLER FOR58
316050005•3 AIR4UAU7Y EMISSION MONRORING
316039615 4 Scru6berRefurbishmerrt
3160500058 Scru6her Refuhishmenf
316030015 4 Sw66er Refvrbishment
33605D010•2 SGILLWAY PLATFORM & ENV.
316070005-7 PARTIAL CAST OF BAIXHOE/LAADER
316070005 4 FUEL&YARDEQUIPMENT
316080005-1 G1ANT L00(ERS, BNS, pACKS
316090015•2 PULVERIZER BRIDGE & N015T
316010015-1 SERVICEWATERPVMG
316030010-1 COMPRE55EOAIRACCESSORY
3160300153 AiIDIP ellnstrumentA1h56rviCeAif
30/]/19ffi
30/7/1983
6J27/20p3
12f31/2003
10/]/1983
6/30/200D
10/3J1983
9(30l2017
12/ 33/3903
7/3J2008
s/3vmoa
8/25/2G05
8/29/2005
8129/20DS
9(30(2009.
17J30/2009
io/i/19s3
1OJ1119S3
io/ui,
30/1/1983
7/29/200
1/3J.12002
7J27/2003
9/15/2005
6/29/2006
6129/2006'
2/22/2007'.
6/12/ 2007
10/3/1983
b(30/20D9
6/30/20D9
6/30/2009
12/3i/2010
lOJl/1563
10/1/1983
10/1/1%3
siss/9
2/28J2005
10/ 1/ 1983
9/30/ 2013
9J30/2033
9f3G/2013
10/1/1983
30/1/1983
30/1/3983
10(SJ1983
10/]/1983
so/ussea '
10/1/1963
4/30f2011
286.827
200,D00
99.979
68,532
50,841
6a.8a2
72,831
701Ra9
78.835
57,22p
398
6ap9u
330,570
32,575
263,640
13y?D
36,082
16,062
766
3,280
8,977
550,000
98,701
25.4C8
16,075
25,996
83,6b2
259,763
68,750
18,933
22,431
17,736
26,564
24.857
6,6Z5
an,u
11,350
11,000
au
2a,732
51,365
57,180
37,178
36,000
68,310
34,171
87,161
92,275
99558
322,810
22},057
200,000
99.979
68,632
50,861
64,862
73,611
703,449
78.833
57,220
398
68,490
330,570
32,575
263,Sa0
i3pzo
36,082
16,062
766
3,280
8.977
650,000
98,701
5448
26,075
25,996
aspsz
259,763
68,750
18,933
22,931
17,736
Z6S6a
2a,857
6,625
ai,iz
11,350
11,Op0
254
3,071
6509
7,2C6
21,31D
21591
73,736
26,335
57,075
71,116
76.729
80,368
fi5,770
U
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
a
0
0
D
0
0
0
173
Z1.161
44,855
9,933
ss,ess
14.409
45,075
7,836
3oAs5
21,159
22.829
2a2. 3b2
Attachment 3
Tp.xas Muni[ip7l POwerAgen y
PowerPraducconAssets DetailSeheduleas of9/30/2033
AssetiD AssetD¢saipti0n PheeinSBrvi[¢Da[e CostBasis LTpDepr¢cidtlOnAmouRt N2TBookViSue .
316D7000S3 1992FORDSUPERSUIXERSGiAGp6157YA9440 10/111983 120,560 81,532 39,028 . -
316070005-24 Purchau Mobile NydrauGc Crane 9/ 30/2010 250,209 84,758 165,451
3160300 5-2 AIRCOMPRESSOR 10/1/1983 730.906 86,799 44,307
316050010-1 WATER CUALiTY 1NSTRUMENiS & EQUIP 30/1/1983 313,737 $7,656 26,080 .
316090015-1 OiNER OVEIiNEAD 881DGE CRANES 1OJ111983 143,983 130, 243 32,800
316070005-20 Purthase 18Wn aane/pirker - 8/ 31/2008 234,769 112, 156 122,613 _
31fi050005•7 Air qual'ay inswmenu & Equiv (CEMSy 4/30/2011 589,116 146,632 442,683 .
316010025-1 SERVICE WATER WELLS 10(1J1983 235,155 I$1,233 53,922
316040005-1 PIANTINfAKECNEMICALFEEDCLOR 10/1/1983 267,A64 206, 118 61.326
316090010-1 TURBINEBRIDGEQiP.NE 10/1J1983 496,221 382, 436 113,785 .
316095005-1 PlqN7lqB & TESTiNG E4UIPMEM 10/1/1983 633,245 6g6,49q 148.7a6 . .
316020020-1 FIRE PROTEC ION FORPRB 10/1/1983 $93,093 511,909 381,18? .
31b0500054 AIR QUAUiY EMISSION MOflRQRING 10(1J7983 897,102 518, 292 3ZS,B09 .
316050005-1 AIR qUAUiY INSTRtJMEnTS 10/1/1983 687,006 529,473 157,532
315094620-1 OTHER UFfING DEVICES . . SO/1/1983 595,2&3 535, 853 159,430 .
316030015 1 AIR PIPING 10(111983 736,830 567,873 168,957
316D30020-1 SERVICE wATER PtPING 10/1/1983 750p16 577,926 372,090
31607A0153 Servicewxerpum M30/2011 . 2,332,023 'S80,446 1,751,577 . .
31603000Y1 AIR (AMPRESSOR 30/1/1983 823,199 634,437 . 188,762 .
316070005-19 CaterpillarDiOTDozerforCoalYard . . . 2/ 29/2008 - 9$5,000 754,726 230, 274 . . .
316070005-11 EUEL&YARDEQUIPME(dT 1DJU1B83 1,029,794 . 793,637 236,158 .
316010010-1 AUX. GOOLNG WATER PIPING 19/1/1983 S,a32.60 1,104,101 328,499 .
19.643.837 13.714. 603 5,931.226 .
7otals 700.80C.B80 089.653.234 231i51546
Attachment 3
7exas Municipal PowerAg¢nry5ch2duk 8
M/neAsstu OsrollSchedule asof9/30/10Z5
Assett0 AssMDesvipcon 9laceinSErviceDBtE CostBasis LTDDepf¢CiDSionArtlount NCtB00kVelY¢
309030005d FEESIMPLEtAIVD-MINE 30l1/1983 666,380 0 666,3&1
309030005-2 FEE SIMPIE IAND-MINE 10/]1983 232 0 i32 .-
309010005-3 FEESIMPIEUWO-MINE 10/1/1983 ]„796,050 0 1,706,050 .
3D90100051 FEESIMPIElANO-MINE lOJ1J19B3 3,ffi4,106 0 3,824,306
3090100055 FEESIMPLELANO-M1NE 7/W19% 85,762 0 85,742 ,
309010005•S FEESfMPLEUW0.MiNE 7/12/1996 14,378,797 . 0 14,378,797
309p1 005-6 FEE S1MPLf LAA1D-M11tlE 7/ 32/1996 1,951 0 1,951 . .
309p200303 LEACHATf TR.eNSFEN SYSTEM 6(3UhODJ Sa2,550 142 560 0
30902001b2 FlAODfANTROLSTftUCNRFS 10/1/1983 37Q174 370,174 0 .
30902000S1 MiNE SREPREP. & M15CROADS 30/1/1983 491,650 49]„650 . 0
309040005-1 REMAINING VAIUE-MINE EQU7PMEM 10/1/1963 2,706,d62 Z,7p4,G63 0
309020010-1 FlAODCONTADLSTRUCTURES 30/1/1983 11,983,116 10,983,116 3,000,000
309030070-1 FiAUtROADSMINE . 30/ 1/1983 16,715,966 15,275,966 1,000, 000 . .
3'+' 29.967,928 2Z,643,256 .
MineWriteOnwn . 0 7,473,695 •7,473,695
Tatals 52631,:$6 37p4i,623 15.189,561
Attachment 3
Texn 7Nunicpal PewerAgency ScNeduk c
Tnnsmission assees DerilSchedule u of9(30('2015
4ssee tO Asuc DesaipLion P6ee in Servroe Dine Cose Basis LTD DA mciation Net BookValue . Asset Faality
Net BaokValue Aaet FwlitY
Location: Sryan .
353030022-1 bRY4N0AN5BY5VB.QRCURB0.EAKfRS. 1C 1/188 a55,031 355,923 88,: 08
353010023-1 60.YAAlDAN56Y5UB7NSTRUMENTATTON 30/1/1983 211392 170,Gfi0 C0,932
3 5301902 3-2 CM & 7T REPLACfMFM FY08 PlAN 9l30f1009 2:3,7B9 b3,345 179,543
35301002<-1 BRY4N ANSB'SUBS1NfiafIMGAPPART. 1D/1/1983 53,7C4 43338 10,407 .
353010025•1 BRYANOANS6YSUS7RANSi ORMERS lA/i/198'a 3A00,838 839,259 207,539
35301002E1 BRYMIOANSBv5UB5TRUCfL7RF5 1OM983 597119 dg1,L98 1:5,623 .
353010027-1 SK+'aNDANSBYSUBGROUNDIIJG5Y5T lOfi11983 17,91a yy,qC6 3,69 .
35301002&1 BRYAN DANSBYSUB COMROLt10U5E ^.OM983 2I5,137 Zji,ggZ 53,275 .
353030029-1 . BRYAN ANSBY SUB M[SC EQUTAMENT 10!//1983 7:,658 57.783 13,875
z`. 2,238,953 I07,170 S . 707,170 B+yae Dansby Sub
353010033-1 BRMAN EASTSUB INSRtUMENTATION
353010033-2 CM&PTREPLACEMEN7-FY08
353o1o03c-1 BMeW EASTSUB 5VJlfCFIGVG AP40Jt
35io o036-1 BRYPN EPS7 SUB SYRUC711RF5
353010037-1 BMAN EFST SV8 GROUNCING SY57
35303DD39-1 BRYAN £A57 SUB NFLSC fQU1PMENT
35307A032.2 BREA Sub Gr. &e kerslSwitches <3451N
353030033 8ryan East Sub ¢) Aelayiand
353010033.G SAEASubRelayPenelModifiafions
35; o1 1a5• West Denton Sub: Purch. autovansfyrtner
7Al711983 57j35 E6,233 1302
9/3D/7012 50,684 3,903 46,783
10y1983 77,239 52,267 1A,952
1OM983 53,880 428, 085 302,795
10(1/1983 29,305 . 15,567 3,738
10/3/1983 76,719 60.250 14R70 -
7/15l1015 216;1/3 L361 214J82
30/15/2014 195A17 q,e72 190,145
10l3/107R 1b4.523 s,,110 160Al2
10j1/20D6 I.aSo,oDO 397.098 1052,902 - -
z ssn ,oza.7aT .aszoei s ,su,oa. Bryrn Esst Sub
350010GOG-1 C$SOKSC0.EEK-DA7¢SITYTAANSL4ND 10/1/1983 97y,09C 0 972,096 .
35C0161014 LA7T57l5TRUR,I8BON5/DANSBY lOM 7 A196 56C,616 135,580
355D10101-1 7UBESiSTRUCT-GIDBONS/DANSBY lOJ1i1983 2,6Z3,7d9 2115,7D9 SOSACl .
ai6010101-1 tONDUCTORShiDLYE GiB807d5-nPN58Y 1/!li9B3 :.906, 702 7,537,564 369197 . -
61027c1 a21,g29 19&7513 S 1,984,932 6Ib6oPa CtleCk• Bryan Daniby
3iG010008-1 G BOT35 CREEK FISi 7RANS tAND
355030D11•1 TVBFSTLSTRUCT IiBBONSLAEAii
3550:A012-1 iRfSTRE55ED CONCRf Si17UQ-GC EA57
3560100L'-3 NBESRSTR-MCCR¢LEMEi2Yklf
356010011R GCSW.BREAStaNcOPGW
356D10101-2 GS80NSCAEEK-I ffH51MrCH
10('Ji983 3560,051 0 3S6C,051
i0/`.17.983 2,627591 Z,138,806 SG$78a
1GM983 303,;7G 7A4,631 5$,7a3
13M983 57L132 262.333 110,779 .
30(3(ZO}4 Sfi8,b51 2C,2p7 SSC,fC6 -
l.6S5.778 y83$.977 C.796.801 S <.796r 1 61bbOt16 Gt ek 8/y7n Fisi
OMW6 1665275 507F90 2157,785
1665275 507,49p 1,157.785 4 7.757J86 6ibbwu Cntk • Krhh SNhocb
35001003G•1 GIBBONSGRf.FJC-55NGlETONTR4N5LAND 10/S/1983 399,784 0 395,76G
35¢010341-1 tATT5TL57RUR-Gi860N5Cit51NGLETON =4iY1983 Z929.323 2367,159 5671bC .
35c0103 14 GC-SWGLETONTRANLSI,AiERELOCAIION 9J30j2D09 3.720.:15 528,035 2.14ZC80
35c0103c1-1 CONDUCTOAS/MOWEGCSWGELTONTAP 10I1l1983 Z183,97e L7fi1081 427,893
3560103a1-2 ib6w s CreNc Substacon Upgrsde 6/30/2011 634.058 66,698 565,339 .
8,867,2, 3 q719,973 .1a7260 S G7a7.260 Gibbon%Cxe•56gktonT p
350D1DOle-1 GIBBONStRE"eK-M7NOAKTRlW5lFN0 10/Ya9B3 2598,319 0 2598.319
354010181-1 LAT75Tl5TRUR-GBBONS-TWlNOAK 10/Y1983 . 3b72.5a4 2,%}F2L 711, 130
35a0101814 30.5 kV Line UDaA project 5/3Y1008 ifi7,190 167190 0
3560101dY1 COtSWROASMDWEGIBBONS•TWINOAK SO/3/1483 12.29t,598 9,91D,976 2.380.621
18,732,651 13,OC2590 5,69q067 S 5,690,061 . - GbboM Grcek • Twin Oak
35001GGia-1 GIDBONSCREEKSU8IAND
352010005-1 MEGA WAREHOUSE
i53010145-5 G[SESAuteea stormer
i53010161-1 GIBSOT SCRSUS R BRK OR = 3451N
353010161-2 G1660N5 CR SUB QR BRK > OR s 345KV
353D30161-3 Q860715CRSUB C!R BRK > OR : 3 SKV
353010161i GIB60NS CA SUB QR SRK > OA 365XY
353010:61-5 METERWGCTU GRADE&ADDRSONS
353010162-1 Gf6BONS CR SUB QR BRK c3C5KV
a5301D162-2 lnscaii Reactor 6rcakers rt Gi66ons Subs
353010162-3 Replaee w/ 9138kV gas breakers
353030163-1 GI660NSCRSUBSNSiRUMENTATION
355 1G163-2 GlBBONSCRSU81NSfRUMEMATION
353010163-3 RETROFflFAULTRECORDERS
35301D3634 PURCHASE RELA'/ TESTEQUfPMENT
353030163-5 NODALMARKETCAMCLifWCE
353010163-5 NODAL MAR%ET COMPLUWCE
10J1/i983
30/1/1983
1OM006
1U11l1483
19/U3983
1DI1/S9S3
ionrt9aa
1;./27/1006
10A/1983
10/3.1I200L
9l30/207a
30/S/1983
10(1l1583
c/3onoos
z ssrzao
8/17J2008
9/30/2009
1408
a0C,334
2.985,150
SSc,637
81.90
292059
uzau
3A37
A65320
125 9 0
1T35,069
949.978
46,375
6J10
sa,00s
89.72i
6,152
Gi6bons Creek to Jadt Creek 55%
ladc Geek to Twin Oak GS%
0
ASp05
617.79p
447,197
8ip90
192, 054
u,u
3,037
3 8A C5
125,SC0
30,688
806.3T.
t6,375
6,11G
sa.00s
89,723
6,162
11,308
58,925
2,168, 360
107pa0
0
0
0
0
90,875
0
130a,381
193.627
0
0
0
0
0
S . 3,329S3E i(ybo nCrnk•JickCaesk
s z,sso,sn .er t•T o.
Attachment 3
7e ms Munidpal Aou erAgeney
Transm;sion quets DetaO Scheduleasnf9/30/20i5
Aset ID Aset Description Pbu inService Datr Cost Basis lTD Deptedaccn Book ValuequM Atsat Fxilily .. .
Net Book Vdw Aud Fadliey
353010163•6 NODALMARICETCOMPI.tANCE 9/DNZOi1 366 38 326
353D1D163-7 CM & PT RETL4CEMEAR - FY07 9/3M012 236,:57 18,185 217,973
35303016a1 GIBBONS CR SUB SWlTCF4NG APDqR 1(1(1983 347,T58 280R21 67.337 .
353030i64-2 GIBBONSCREEKSUB-BREAI RADDtTlON 5l7A/2007 ].,807,149 506,906 1300,243
353010164-3 Gibbons Gcek breakers kr Avrotransform 1l78/2010 1050,335 185562 86C,772
353010165•1 G1860N5 CR SUB TRANSf-0RM S 10/1/1583 2.727.533 2,178,827 549,106
353010165-1 Inratladon eos -spam tnnaformer 7/33j1012 212,733 17.284 195.4e9 .
353010165-2 GIBBON CRFEK SNRTCHYARD AUTOTRqNSFORNIEA 10l30/20D3 2.904,715 115, 914 1,788201
3530101653 Upgrode of SNIITAucocransformer 8l15/2005 11I,759 u2,759 Q .
353010165-3 UpgradeSMli Autouansfom+er 8/25/2005 u.191 14,103 28,088 .
353030165-M1 HOG CREEK- BACKUP DOWER SOURCE 9l30(2QU9 A69,C96 9L199 378,355 . .
353030165-G NOG CREEK - BACKUP pOMreA SOUR[E 9/30R011 3,392 353 3,039
353 1016Y5 138J69 kV Alf70TR4tJSFORA7FR 9/30/2009 1.979.353 38a,237 1,595 117
3530101655 138/691NAUTOTRANSF01tMER 9/30/2011 69,623 7,yi7 . 62,376
3530101661 WB60NSCRSUBSTRUC7URES lOrJ1983 2,: 35,35. 1,721,680 413R7: - .
353010166 Gibbon Geek Di2 work and.`encing 5l3712008 63,216 63,27fi 0 -
35301016E3 Gbbons Geet Substuion Upgrade 6ROR011 55p90 5p46 - 53.004 . .
353010167-1 GIBBDNSLRSUBfiROUNDWGSY5TFM5 10/J./1983 869,3yd 703,052 168,342 . .
3530101 6 8-1 QBBONS CRSUB CON7ROL NOUSE 10/J.l1983 631p54 509, 185 122 b9 .
353010168-I QBBONSLRStJBCOt4TAOLNOUSE 10/1/1983 70,365 70,369 0 .-
35301U1'c8-3 GCSWCARWERRftAYi3PGRAD£-0"BRIENlSNE . 913 R 9 S?7 ]$Q547 0
353030168-6 Gibbom Geek Subsbtion Uv9nde 6R0l1011 3,538581 . 383A07 3,155,17c - .
353010168 fbbmsUeekSubuafionUpg2de 3/31l1012 &u17A 75,63a 768,536 -
353 030169-1 GI960N5 CR SUB M/SC EQUIPMEM 10l+J198i 855.606 6B9,y63 1b5,663
353010169-2 PUPCHkSE & WSfALI.INFRARED CM9EiL4 3/3:J2006 . . 33,919 33,019 0 -
3530i0169-3 Gicbons Cseek Sub. 0.eplace 22 kY reaetw }!33/ID07 171,195 48,765 121. 430 .
353010109-4 RelayCoondinationStudY"System 7/33/I008 }25,537 125,537 . 0 . .
3530103693 NOItTN SYSTEM AEIAV SfUDY & SOF7WARE . 9B0/2011 195,7% ,383 175pLi . .
353010169 Gibbons GeUc5v6station roads/trsib 6l3Al2011 fi36A08 68,g1$ . 567p96
35301016% Gibbons UeeF Subsntion U09 e 6/:OR011 27196 255,733 2A33,680 .
353010161b GCSW Sub Cir BhlSwttcfir. >er- 3a5kV 7/S/M15 G,516,531 28,4 3 6,C86,C88 . .
353030168.5 GCSW Sub Nelay Panel - 1/DiL41'1 5?.59 1,38b 54A7G
353010:b9_7 GCSIV Sub Mix EquipmerK 7/15/7A15 22],051 3,392 2:9,659
37,]Ao.T15 13R32,971 23.693.74c S 23.691.744 G@boniCMkSub .
353030072-2 FtEPL32kV BRfAKELS & RELAYfNGMOG CREEK
TSi00Z Hog Creek Redacemerrt Tnnshrme (FERC 105)
3500106C9•1 lackUeet Substation Land
353010070-1 JACKCREEKSUBSTATION
353030070-2 lack Creek Sub - New sNbRation
35001003&1 TY4N OAK-L4KE CREEK/lEY E7T LNJD
356010381-1 IATT SfLSTRUR-7W1NOAKlIAKE CRJEW.
3560103 81-1 CONDUCT/HDWEiYVlNOAK-LKCRKIEVJETT
Miuellaneous
y24/2007 iC.190 g6,i9p 0 .
a52,171 gZ9 a51,262
546,361 95,119 351,242 S 4S3.7R2
8/31lLO1D 16:,811 0 161,811
3J3L2W8 12.970.%7 3,258, 8p0 9,672,268
9/30R012 334,536 26,569 307.947 .
13Afi7.294 3,325,369 10,1 1,935 S 10,141,975
10/1/1963 102,239 0 302,239
10/L1983 159178 y28,C37 30,841
1OM963 7A2,G19 114. 513 27p98
eD3528 7A2950 160,578 S
3,288,076 856,576 431,100
3.288,076 656,976 433. 300 S
160,578
031,}00
Xog C+eek Sub
JukCraek Sub
Twin Wk- LaW CroeWJewNs
Misodlan oYs
Sub-Topl 103.695.602 C6,Sy2.g43 55.172. 659.
Location: Dcrtten . . . .
353G10264-1 DENTOn7eJPPORT 30/1/1983 173132 139,608 33,524
173132 139,6pg 33,524 S 33,526 DerrtonAi+poRSub
3500100A8-1
3530:0302-1
35301U102-2
353010103•1
353010103-2
35301010a-1
353010105-1
35301010b1
353010107-1
35301010&1
353010108-I
353010109-1
DENTON ARCO SUBSTATION I,FND
DEMON ARCO SU8 QR BRK <345KV
Deerton Arro - rept 3138kV breakers
DEMONARW SUBINSfRUMEMATION
CM & PTREPI,qCEMENT - FY08
DENTON nRCO SU8 SIM7Ck!(NG APPPR
DENTON ARCO SUB TRANSFOHMERS
DENTON ARCO SUB STRUCNRES
DENTON ARCO SUB GROUNDING SYSTEMS
DENTON ARCO SUB CONTROL HOUSE
OENTON MKO SU8 CONtROI HOUSE
DENTON ARCO SU8 MISC EQUIDMENT
lOfl.(i983 196.988 - 0 196.948
10/1/1983, 253.742 204610 . 49.132
7/37J2008 399.6i1 399671 0
10/1l1983 13727A :10.6c5 26,569
9/30l20L 50b86 3,503 C6,783
10{3/1983 a2,215 ' gc,Oqq 6,175
10/3/1983 633,?9B 51p,57z u2,5Z7
10/1l1983 35&869 +85,381 69R88
1UM983 1US55 8,512 20a4
30/1/1983 168 80 136179 32,700
l0Al1983 17.627 1Z627 0
10/1/1983 42.219 yt,pa4 8.175
2,311, 929 3,744,267 562642 S SR542 Gntoa AlwSub
Attachment 3
Tatas Munidpal VowerAgency .
iransmission Assets DetaB Schedule as nf9/ 30/2015
Asset ID Gsut Desa tion - . Vlace in Sr.+via Cax Cost gasis LTD Depreciation NetBoekValue . . ..
Amount FwTRY .
NetBaokValue .AxsecF dlity -
35001000a-1 DEMDNSfEAM{ORII+IiFITRANSLMD 1OM983 1,760 p y,7fi0
35501G091-1 NBUTARSfEELSTRUCTURE 104/1983 93,243 75,389 .18,055 .
356010091-1 CO DURORS/NDWE DEMON STM{ORIARH 1OM983 98,975 79,810 :9,165
193.579 liC.999 36.980 S 38.980 DeMop Steatn • CqriMh .
353010082-1
353010063-1
353010083-2
35302008G-1
353010085•1
a530100851
353010087-1
353010088-1
353010089-1
353010089.2
DEMON STM PWTSU6 QR BAIC 3CSKV
DEtfON STM PWTSU6INSTRUMENTA7ION
CM & PT REPWCEMENT - FY08
D ON S M P NT SUB SWIfCMW G MPAR
DEMON STM PWT SU6 TRANSFORMERS
DENiON STM PI,MSUB ST7iUCTURES
DEMONSTM VLNTSUB GROUNDING MT
DENfONSTM PI,MSUB CONTROL FIOUSE
DEMON STM PLNT SUB MISC EQUIPMENT
DeMon SuamSub Miss Equip Yne swRch
3500: 0012-1 DEhTON SfEAM PIAM-ARCOTRANS IAND
355010161•1 TUBESTLSTRUR-DEMONSfE4MPUARCO
356010101-1 CONDURORS/NDWE DFMON STM-ARCO
350010018-1 NORTM DENTON-ARCO TFANS LAND
35503D061-1 NBESTLSTRUCT-NDENTON-ARCO
356010061-1 CONDUCTORS/NDWE N DFMON-ARCO
350010050-1
353010123-1
353010122-3
3530103L'A
353010122-5
353010L'2-6
353010123-1
3 5301012 41
353030225-1
35301012b1
353010:27-1
353010128-1
353010L'8- 2
353010128-3
353010128-
353010128
353010129-1
NOATFI DEMON SUB (AND
NORTM DEMON SUB BRK <3GSKV
N DENTON SU6' REPLACE 3 338 BRE4KER5
NORfH DEN'fON SUB-BEPC IIJTERCONNERS
NORTH DENTON SUB-DME 7RANSF TNTERCONNECT
Nonh Dmton Sub: Replace 138 kV breaker
NORfN DEMON SUB WSTRUMEN7ATfON
NORTH DENTON SUB SWRCNWG APVAR
NORf1i DENTON SUBTRANSFORMERS
NORTM DENTON SUB STRUCTURES
NORTH DENTON SUB GROU DWG SYST
NORiFI DENTOh SUB CONTROL HOUSE
NORTN DENTON SUB COMROL HOUSE
Vowv Line EQuipmurc Upgrade-S lxations
Dencon Relry Panel RepWccmefrts
Denton Rday Panel Rplacements
NOR77i DENTON SUB MISC EQUIPMENT
350010000-1 WESTCAROLTON-ROANOKETRANSLAND
3S O1b701-1 IA7T STLSTRUCT-WES'fCARCLTON-ROAN.
356010G01•1 CONDURORS/NDWE WCAROLTON-RpqN.
350010022-1 ROANOKE-WEST DENTON TRANS (AND
350010022-2 Roanoke Tap to WDenton RigM efWay
357010261-1 IATTSTL SfRUR-WfST DENTOWRQANOKE
350010241-2 Roanoke to W Demon Unice Steel Swa
3 5 5010621-1 Roanoke to W De rton TubularSted SuuR
3 5 6010241-1 CONDURORS/NDWE W DEMON-RpANp1(E
356010241-2 Roanoke to W Denton Conductor Hudware
35001003b2 WEST DEMON-pENiON STFAM {AND
355010321-1 NdESTLSTR•WESTDEMON-0ENTONSTM
355010321-2 DerrcanWes:toDentonSteampdes
356010321-1 CON URORS/NDWE W DENTON-0ENT STM
35601032i-2 Wert Oenton to DenMn Steam Plg T12001
356010321•3 Denton WerttoDmton Steam canductors
35601006a.1 Wert enton - Fort Worth Line Contluctors
356010065.1 FortWorth-TeasleylmeConductors
1OM983 63207a 509,685 :22,389
1OM983 36,871 29,731 7,:39
9/30/2012 50,686 3,503 a6,783
lOM 3 5i,704 74,75e 17,550
1OM983 3p15,855 7,14:.,693` 274,15,2
1OM983 802733 567,Zgg i55,d36
10/7/1963 23,558 19,028 <,569
10/7/1983 37<,7RC 305,831 73p34
1OM983 75204 60,6a0 1456a
9/1/201a - 47.723 5,155 <1,567
3,551682 2,793,699 757,984 S 7SJ.984
10/!/1983 17],342 0 171,162 .
1OM983 825,051 668,SI1 160,530 .
1ON1983 D<7,035 =79,9gg 67,197
1,361,228 9cB,359 398,869 4 398,Sfi9
10%y3983 L035.52a 0 L039,53e .
1OM983 927,912 738,239 179,673
10/7/1983 374T2 303,817 - 72,955
2.3Ca,208 1,052,OSo 1.292,152 S 1.292.1+ 2
DeMon 54am Sub
Denten Steam • Arce
NORh Denbn . Arco
OM983 ll,398 I 0 11.398
SO.M983 33a,998 t70.138 bo.86C
12I31/2006 235, 752 739,752 0
G/2 R007 b99 yZ<.629 320,069
4/'Xl007 218J99 ' 61,320 157,C80
SR005 108F82 1O8p82 p .
1OM983 J27,663 163.583 a4A83 .
1OM983 79682 6a,253 i5p29
10/3l19E3 I.2o2,05$ 969,3a5 232.757
IOM983 74ep50 599,978 . :34A72
IOM983 20A3G 16,155 3,879 . . .
1OM983 322,W5 758.8C9 62.157 . .
lOM-983 36,641 36,6a1 0 .
7/3]/Z006 21738 2L738 0 . .
9/30l2012 953 73 . 879 . .
9/30R012 169,810 . 13,076 156,735 .
1OM983 79,0"82 yi,253 ISFt9
0.263A48 . 3,032,222 1229.2t6 S 1,229.226 NorbiOanton5ub
lOM-3 3,69],882 0 3,691,881
1OM983 3,206,231 2,SB5/iD6 620.677
1OM983 L2G8,331 1,8L'.,983 435,368
S.Y.3 a,3y8,387 a,7a8,056 S. 6,7q8,056 Roaneke-Grolten
So/1/1983 La95,040 0 1F95,Oa0
1y1R030 1],000 0 1:,000
1OM983 L600,771 L290,812 309,%0
nn010 :,109,519 - 133/13a 97L085
Syl/2010 ag4,256 59,710 43a.546 .
10/3/3983 L646,40A 1,327,608 316,796
nn010 3,69Z310 6G6,059 3:46,250
10,044300 3,257.623 6,786,677 S 6,786,677 Reanoke • Wmt Denwn
30/1/1983 839364 0 835,364
1OM993 L339,689 y080,276 259F1t
5/18!l013 2,089.132 16,263 L962869
10/3/3983 235,782 ;50,123 d5,660
9/30R012 66a.C43 SL133 6:2,910
5/18/2013 520.E96 37,a70 489.226
9M014 687.6p6 18,596 669,208
9/2.7 662388 18f,69 663,5d9
7A58,897 L516,309 S,Sa2.5B7 $ 5,442,587 WeROenton-De KonStea n
Attachment 3
Tems Munidpal AowerAgeeey
Transmksion nueu Detail5dxduk as cf 9/30/20'S
4sset ID Asset DesaipYron !xeinSennce Dafle tost Basis LTD Deprceietien NM Beok Value . Mwuee AsseeFau7icy .
Net Book Yalua /lsset Fadiky -
3i0010020d VJFST DENTON-NOHTH DENTON LAND 10/3/1983 856,31 0 856,251
355010071-1 7U6ESTLSTRUR-NDENiON/WFSTDEM l0A/:983 1,256,659 lO1C.930 243,729 .
355010071-2 VJFST DENTON-iiHtOl7TE 138 kV LW E 9/ 30/2009 73G,501 162,583 591,918
355010071-3 Wes[ Dmton Reroute 138 kYlineesits ' 2lt8R019 Z71y . 4gp ;g .
355010071-a West Denton Ro-Route 138 kV Line 6dts 2/:8/2010 S6,c27 . Z,3y5 A,lpZ .
355010071-5 Derrton Wes'tto Derrton North poles 5/18/2013 d,5B8,057 . 277,293 .330,764 .
3560100ii-2 West Dert:ontoNorJi Denion - PJ: T12001 5/3L/2012 531,OC8 qp,gSZ a90,156 .
3560i00713 Derto West co Denm Nwtl+conductors 5/18/2013 5e1,303 56,851 884F12
356010062.1 JimChnstai-NORhDentoniineConduttor 9/J/'LOla . 1055,%3 29,739 1,070,24
3560i0063.1 West Dentondim Chriatal Gne Conductors 9/y201C 565,304 15,278 SC9,826 .
1OS93,931 SS80F11 9,013, 520 S 9A33,520 West Dm6on -North Denton
350010052-1 VJE57DEMpN SUB LAND
3530101a1-1 VJEST DEN70N SUB C[R BWC > OR = 365KV
3i30101a1-2 W DENTON 3a5 7'ERM'NAL FORJACKSBORO 11NE
3530101C1-3 WESTDEMONSUB-3CSE%PAN90N
3530101d1-3 West Denion Sub 3d5 kV Esparwon
3530101d2-1 WESi DEMON SUB Nt 8RK 3GSIN
35301U143-1 WESi DEMON SUB INSTRUMENTA770N
353030143-2 WESf DENTON SU8 iNSTRUMFMATIDN
35301WA3-3 CCYI&PTRfDIACfMENT-WESTDEnffOP1
3530101 1-1 VJE57 DENTON SUB N-0TU11NG ADDAR
353010105-2 WESiDFNiONTRANSFORMERsl
3530101C¢3 WESTDEN70NiRANSFORMfRe2
3530101061 YJE57DEMON SUB STRUCNRES
3530301a7-1 WES DENTON SUB GROUNDING SYST
353010148-1 WEST DENTON SUB CONTROL NOUSE
3530101a8-2 WESfDEMONSUBCONTROIHOUSE
3530101G8-3 WESfDENTON SUB: ]38kV EXFANSION
3530101aSd WESf DENTON SVB 138 kV EYDqNS70N
353010148 WestDenionSub1387NE ension
3530101a8-5 Demen Relay Panel Repiacemerrts
3530301a8-5 Denten Relry Panel Repiacemm[s
3530101a9-1 WES! DENTON SUB MLSC EQUIPMENT .
3530101G9-2 NEACSUBSTATIONSKURITY
Miscellaneous
7D/2l1983 SS57 0 . 5,557
1OM983 133cFA6 ]A76,095 258f-00
12/31/2006 3D0,000 100,000 0
6R8/2007 3,60C,36C ggg,5p6 2,605,760
5/31/2008 662,635 2p56 500.379
TOlili983 717.291 578p01 138,690
30/7Ji983 25Q217 201767 . a8?50
lA/113983 7 3.7a7 2A3.7G7 0
9/30/2U33 S,a65 2gC 5383
10/1/1983 779.012 628:70 150,861
i0/1l200a . 357J65 . 9,75G 268,012
A/1/206a ;i11,639 815,312 165;327
10/7l1983 750.653 6p5,303 SC5,350
1OM983 ]D,017 - 16,]Rl 3,876
1D/1/1983 333,62G Z55p?,C 64,600
10/L1983 21,520 - 21620 0
9/302009 968,28e I87,965 780.319
9/302011 5196 561 a.655
7J28l2010 19A7i 3,370 15,705
9/30/2012 953 73 879
9/30/2012 155,810 13,076 156,735
1OM983 110A% 88,77$ 21318
anorzoo aa.ns ae,»s a
f93 6,179, 258 6,867,t35 S
877,002 563A82 293,520
877.Op2 563,e82 2935]0 S
6,867,235 WestWnton SY6
293, 530 MlscelNneous
Sub•Total . . 6q950,671 . 27,385,701 37,564,970 - .
Lootion: GaAand .
35001002&1 BEN DAV6-APOLLO, OLINGERUIND 10/I/1983 L35 0 1.239
355010301-1 7U8ESTLSTR-BENDAVIS•APOLLOOWIGER 1OM983 169,693 :;6,835 32,858
356010301-1 CONDUR/HDWEBENDAVLS-Ai01LOOWVG ID/I/1983 167,:6 L9.957 3 06
332,C35 25fi,7g2 65303 f 55,303 Ben Davk - ApoYn Olinger
350010024-1 9EN-DaV6 MCCREE7RANSI+IISSfON LAND
353010421- 1 dEN 0.1N5-MCCREE 138 LAIE REROUTE
355016e21-1 TUBESTLSTR-BENDAV6-MKREE
355010421-2 7UBESTLSiR-BENDAVS-MCCREE .
355010421-3 7UBESTLS7R-HENDqVLS-MCCREE
i560i0421-1 CONDURORSJMDWEBH iDAViS/MCroG
356010r.21-2 CONDURORS/HDVJE BEN DAY6/MCCRff
356010s213 CANDUCTORS/NDVlESENDAYSR.iCCREE
35001003Y1 BEN-DAV69WIGER7RANSlATID
355010261-1 7UBESLSTR-BEN OAV6/OLPJGER
356010261-1 CONDURORS/HDW BEN DAVSOLAIGER
350010026-1 BEN-DAVLS WYNnI)OYCETRM6 LAND
355010261-1 7UBESTLSTR-BEN DAV/VJYNWJOYCE/OLG
356010281-1 CONDURORS/HDWEBENDAVtS-NMNNIYC
10/1/1933 2,712,SCC 0 2,712,5-1
3/37/I007 403,720 115.758 287,962
1OM983 3,755,668 . 3.029,275 727R13
3/372.002 158,089 71869 96,220
3/37/2002 32,586 ,933 18,653
1D/'J1983 9C0.042 75BA2D 182,022
3/3:I1002 759.3"a5 328.32G 43:,01:
3/33RD02 - 32586 33,933 18,653
8,805591 4,331,1:2 4p74F79 S
30/]J1963 16225 0 16,229
3flM983 92,371 74,e85 17.886
1D/]J19B3 32.610 26,3C4 6.326
7a1270 - 100.829 a0A41 4
10/1/1483 3a,a98 0 3cR99
ID/]J1983 856.2t6 650..33 165.792
10/1/1983 57525 46,3g5 yL139
Z 736,819 211,629 S
4,474,479 8en Devis • Ndn
4D,441 BtnDavis • Olinger
2111629 Bm Dwb • Wynn JoyCe
Attachment 3
TnosMunidpal PewerAgenry
Transmission Assets Detaii Schedule as of 9/302015
Asset ID Asset Descripten Plaee in Servia Date Cart Basis . LTD DePraiation NatBookVdue ... . . p M . Auet Faetlity . .
Net Boek Value Asset Fw7iey
353010091-1 GARiJBEN DAVLSSUB IIR BaK a365KV 10/1/1983 2,802787 2260,079 542.708 -
353010092-2 EN DAYLSSUB QR BRIC>3GSiN 3lil/2002 71a,633 308,995 405,638
353010091-3 GAityBEN DAVLS SUB QR. BRK >345KV 3l33l2062 32,586 13.933 18,653
353030092-1 GArb,/BEN DAY6SUH QR. dRK <335KV 3D/1/1983 11?2i gpC,27g 217,1G3 .
353030092-2 8EN DAVLS BREqKfAS 9/3W2008 1FG7.673 327,595 1,080,077
353010092-2 SEN DAVLS BRFA%ER$ 9/30Tt009 863,634 167,6$1 695,983
353010-092-2 $EN DAVIS 8RE4/R5 l;/35/2010 966,736 11ydp3 795,33G-
353010093-1 GARI/BENDAVL53UBiNSTqUMEMA730N 1D/L19B3 SGB,Blb 41D,295 98,523
3;301D093-30 BEN DAY6 SUB: RE7L 1INE REL4v 9/30f2009 332308 332,308 0 -
353030093-2 GARVBfNOAV155U81N5TRUMFN7q170N lOM9B3 53,912 59JC89 33,523
353Q30093-3 GAfa/BENDAVlSSUBiNSTRUMEN;A7ION 3/ 3:/2002 146370 62583 83.787 . .. ..
353010093 WR JBENDAVLSSUBINSTRUMENfAIION 3/3U2002 3.SSo 13,933 18,653 - . -
3530:0093-5 GARUBEN DA17$ SUB 1NSTRUMENTA7ION 1OM1983 375,231 375,231 0 .
353010093-6 GARI/bENA4YLS5UBIN5TRUMENTATION 30/'1983 54yC5 56,Z45 D
35301009363 BEN DAv6 SUB: 345 FXP ON . 3/ 3:l1007 2,452268 704307 L757,561 .
353010093-7 REippFITFAU TRECORDERS . C/3U/2G05 6.71p 6J30 0 .
353010093-9 CM & REPIACEMENT 9/30R008 1C8.3L 34,176 116135 . . .
35303009C-1 Gl1Rl/6EN DAV15 SUB SVJRC1ffNG P,PPAR 10/'./1983 193196 155,788 37pp9 . .
353010D94-2 GAR{/BENpA1755UB5WfTOiWGAPPAR 3/3:l1002 530p16 2293A3 301073
35301009 3 GARUBEN DAVLSSUB SWITCFMiG.4PPAii 3f312002 32,585 13,g33 18,653 . -
353D: D095-1 GARI/BEN DAVIS SUB TRANSFORMERS 10/1l:983 7,890.707 2,330, 975 559J32 -
353030095•2 GAAUBEN 0.4V15 SUB TNANSFORMERS 3/ 33/2602 ]1.8yi 9,931 uFBS
353010095-3 GApt/6ENDAV155UBTRANSFORMERS 3f33(E002 32,585 Yi,938 1B.653 . .
353010095 i Garland Tnnsfortner 9/30l2006 2,42Db63 Z720,863 0 . . .
353010095-4 Garl nd Tnnsfomfer 5/29R007 417 417 0
353010096-1 GARI,/BEN DqV15 SUB STRUCiURES 3Al3l1983 1T09,920 1378,82b 33L09a .
353010096-2 WRUBENDAVL55U857RUCTURES 3/33l2002 429,728 :85,807 243.9t1 . . .
353010096-3 GARUBEN DAYIS SUB STRUCiVRES 3/31R002 32586 13,933 18,853
353010096-c BENDANS.U+PACCfORiiELAYWG _ W37l2 G6 58,086 17,OG4 41,Ot1 ..
353010097-1 GARI/BEN DAVLS SUB GROUNOIDIG SYST lOp/1983 115,509 g3,142 22,366 .
353010097-2 WRVBEN DAYLS SUB GROUNOING SYST 3/33/2002 8,726 33,662 45,066
353010097-3 6ARL/BfN DAYLS SVB GROUNDlNG SYST - 3l3720U2 - 3t,586 13,933 18,653
353010098-1 GARVBENDWYiSSUBCOMROLNOUSE lU/1/1983 7.'A.a51 597.076 2s3,375
353010D98-2 GA."tUBENDAViSSUBGONiROlNOUSE 3/3]l1002 205.588 88,074 117,936 .
358010098-3 GARIBEN DAYlS SUB CONTROL HOUSE 3ASR002 32586 13,933 18,653 .
353 10099-1 CJ+AIlBENDAVtS5U8M6CEQu1VME/Ci 10/L1983 211311 170,394 40.73b
353010D99-2 GARIJbENDAV65UBMSC£QIAPMEM 3/31/2002 C.35T_ 1,860 2F91 -
353010099-3 GFRI/BEN DAV15 SUB 7ASCEQUIFMENT 3/3112002 . 32586 '3933 18b53 .
353 10099-4 NERCSUBSTA770NSECUWIY 4/1OR007 34775 3C,77$ 0 -
27,.851115 ;3,578185 . 7.89:.930 S 7,8/2.930 BenDrv45u6
353010289-1
3530302831
353010401-1
353010a01-2
3530106D2-1
35301Da02-2
a53010403-1
353010403-2
353010a0.7-1
353010404-3
353010405-1
353010.105-2
353010406-1
353010.t06-3
553010a07-1
353010007-2
353010.M108-1
353010:08-2
353010409-1
353030G09-2
353010G09-3
353010 A9 4
MCCREE SUB -IIJSfAiL CAPAQTORS
MKrce - Nsiall Upac+rors
MCCREE/NN SUB BRK >945AV
MCCREE/CENTV SU6 i BRK>345RV
MCCREFJCENTV SU6 BRK <3<51N
MCCREE/CEMTV SUB BRK c345KY
MCCR/CENN SUB INSiRUMFNiA7ION
MCCREE/CENN SUB INSTRUMEMA7ION
MCCREE/CENNSUB SWIfCFUNGAPGAA
MCCREE/CENN SUB SWlTCFIWG APPAA
MCCiEE/CENN SU6TRqNSFORAAERS
MLCpEE/CENN SUB TRANSFORMERS
MCCREFjCENN SUB `TRUCiURFS
MCCPEE/CcNN SUBSiRUCTLR6
MCCREE/CENN SUB GROUNDUJG SYS'i
MCCREE/CEMV SUB GROUNDIIJG SYST
MCCREE/CENTVSU6 CONTRO HOUSE
MCCReElCEMV SUB CONTR NOUSE
MCCREFJCENTV SUB A45C EQUIPMENT
MCCREE/CENTV SUB MISC EQU9MEM
MCCree Cente ville-Rate Funded
NEFC SUBSTATION SECURIiY
5/1(l007 37 597 86.717 ?26260
5/31/2008 75,G67 1g,358 56.669
3/31l1D02 ffi55a2 354529 .65F'3
3/31/2D02 32586 3,933 18,653
3/317 2 86R57 36.966 45.451 . .
3/31!l002 32586 13.933 :.&653
3/31/Z002 2C7,164 106,870 UA.294
3/33/i00: 32586 13.933 18,653
3l31l2CO2 72&ia2 336.837 413,305
3/31R002 32586 73,933 18,653
3/31/2002 2.369.290 L02a.ea2 1.34a.848 .
3/31l2002 32S8fi 13,933 18,653
3/3L2002 710.978 307,G15 CO3,563
3/31/2002 32,586 73,983 16,653
3/31200: 136.074 58:.81 77.893
3/31/2002 37566 ]3.933 18,653
3/31l1002 781.N.5 33),731 463.33C .
3(31(1002 32,586 ]3,g33 38.b53 .
3/31/l002 95,3C9 4p.7e8 54581
3/31!l002 32586 13.933 18.654
9i20lS005 125,089 . 325,089 0
4l10/2007 33,596 33,5% 0
6.813p66 2,970.914 3.BC3,552 S 3.843.552
355010521•1 7118E STL STR-MCCREE C"eNTERVILL 3/31/2002 1,836A97 794,071 :., 042,426
355010531-3 NBESTLSTR-MCCREECENfERVILLE 3/31l2002 32,586 13,933 18.653
35601G521-1 CONOUCT/NDWEMCCREFlC£MSNSLI£ 3i31ROD2, b64,7i0 287p23. 377317
356030521-3 CONDUCT/IiDWE MCCREE/CEMERVILLE . 3/31Ra02 32,586 13,g33 16,653 .
2566,410 p9 5g 7,057,050 S 1.457,050
McCm Sub
MeCme - Cenum'tle
Attachment 3
7exas Municipal Power Agenry
TransmissionAset; Detail Schedule as of9/3p/:015
aaee ID AssetDescription Plaae tnSrrviee Daoe Cost Basis _ LTD Deprecatien NetBook Value . . pmount F 7 . .
Nee Beek Value - Asset Fadlity
353010042-1 GARLJOtING SUB aRB0.EAKERS c345KV 30/1/1983 66,069 69,a0C 16,666
3530100a3-1 GARVOLfNGSUBWSTRUMEMA7ION 1OM983 19,673 , :5,g56 3,809 .
35301003F: GARL/Ol]N6 5UB SWIiCHING APPAR 10/i/1983 29,510 23,7g6 5.714 .
3530100a6-? GARIAND/Oi.INGERSUBSTRUCTURES 10/1/1983 68,855 55,523 13,333 .
3 530100.78-1 GARVOLWGSUBCONTROLHOUSF 10/]/1983 72,:32 17,846 265 .
353010049-1 GAR OLfNG SUB M6C EQUIPMENT 10/I/1983 4,918 3,966 952 .
353010069-2 OlA'GER 138 kV BREAICER 8050 REPLACEMEM 9/30j1D09 lE4,e2t 35,8pp 148,622
353010 69-2 OLINGER138kYBRE4KERREPip(,EMENT 9/30!1011 4,058 Czz 3,635
di9.537 222.621 157,016 4 197.016 OIIP9 SYb
35001001b1 BEN DAVIS-ROYSE/ROMS£ALLEN LAND
35=D10030-1 BEN DAYL4qOYSE 138 kV UP6AADE
35W300303 Sen Davis-Royte 138 kYtine rebuiid
35 010030-i 6£NJAViS-ROyS£ 138kY LWE REBUlLp
35a010031-1 - IASSSi15iRUC7-SFNDAV/RCYS£IRp yEN
355030C3i-3 TUSESTLST.tUC7-BENDAYIS/ROYSE/RALN
356010030-1 BEN DAYiS-RDYSE 138 kV 11FGRADE
35fi010031-1 CONDUCiORS/};DWE9ENDAYJS/ROYSFJAL
356010 31-7 SEN DAViS-ROYSE 3C5 kY i1PGRADE
356010031-2 BenWvic-Aoyie3a5la+o-vpgndeca xh
MisWlaneous
30/1(1983 88,3&l 0 78&3&i
11l:0/t006 1556,5q4 768,523 L788,081
5/31/2006 2,838 706 2,132
3/3:/2010 187 33 154
1(1/1)19B3 3,'S%329 2,604.918 559pll
19/1/1983 6 8,395 506,718 123,677
1i nORp06 2555.603 768.523 1,788.81
30/Jfi963 .,2.358 g91,2g3 238.065
1D914,599 5,6W,713 5285,986 S
6/bf2007 420,335 1i6A56 303,679
5/3'.l2006 q18i786 1Al2.671 3.119.116
552121 1.'.39.126 3F2i,995 S
632. 282 420567 2}i,616
532282 c20.66i 211.616 4
5,285,986 Royse/AAtn-BenDavis
5,422,885 Royse' 8en D
Y11,636 M ItOui
Sub-Tosal 51,988.934 30.9D7.137 27.082.797
location: Gmnv e . .
353010C+'0.1 CAi RDCK PRUITT SUB 1'J30Q006 1707+ 2 511361 1189,760
3530106:0- 2 G PaOCK5UB5iATI0N S/3/2008 :FOJ91 35322 :OS,G69 -
3530300.0.3 CAPiOCI:-NEWSU657A7iON 9/30/2009. 2192:8 43,107 1 6.L^1 .
353030040-3 CAPRDCK-NEWSUBSTATION 9lt0l1011 5925 61 5,307
2A67A56 590,e10 Lq6,647 S 3,476,667 C pRocAPtWt(Sub
35D01004a1 GAEEM7LL"c MERCHANGE SUB IAND 30/3/1983 50•dC8 0 SO.BCB
353010062-2 &eikvLutal{atlonatGremvi9e5u6st 10/3L200 210.D41 210,OC1 0
353010063-1 GREFNVRLEInRERCHANGESl7d7N5TAUM'f :0/7/1983 57.,819 a2S92 10,227
353030063-2 CM ffiPT REP p N,ENT FVpB 9/3U/2012 50, 68"a 3,903 e6,783
35301006s-1 GAEENVILLESUBSYJ1TCtDNGAGPAR. 10/1/1983 78158 63,OZA 15,134
353010065-1 GREENYfLlESU87HAN5FORMERS lOq/l983 1670,Oc9 13C6,675 323,374
3530100664 GREFNI2LL£SUBSiRUCTURES ' . 10/3/5983 4C9,a11 36239: 87,020 . .
353010067-1 GREENVILLE SUB GROUNDING NS SD/7/1983 19.539 y5,756 3.783 .
35301006&1 GREENVILLE SUB COMROL HOUSE 10/1/3983 317.633 25Z,p99 60536 ,
i53010069-1 GREENVLLLESUBtASCEQUIPMETiT 1OM983 78,158 63,0:4 15,134
35301D0623 GNIN Sub Gr 9rk/Switch <3S5kY 6/11(1D15 486,026 <,059 481%7
353030063 GreermlleNteal+ange aU) Rday Panels 5/1L2G15 %OF72 8,020 552p52
4R38&il 23T.585 2047,259 S 2047,259 6nenvgle SfumSub
350010032-1 OIWG'eRGREEnMU£ D1ESfl7eZAN5 IAND
350030002-1 OLINGER-GREEM IILE TRAiJSt 90N IAND
350010002-2 .381NOUnger-Grcen ilte Reconsv Land
3530300:2-2 Greenvi0e-0I1ngaReplaceHFomes
35CU700?3-1 LATT7 STe'eLSTRUCT-0LII GEWGREENV
35G03002: 2 138kVOlinger-Greenv leitewintrfo7es
35a030022-1 WOOD N-FRAME StF41C7.-0UNGER/GREEN
356030021-: COhDOCTORS/HOLVE OIAIGER-GREcNVlLLE
3560100213 1381cVOtinger-Greemnlle Recoauucnon
iwv3sas i aci o in,eai
n.aci o in.en s
10/L1983 tC2,272 0 G42,272
S/33/3013 137]29 0 137.379
5/31/2006 'a76.i80 52.3d6 :80..3C
1D/1/3983 56i+'12 45yg50 208.742
S/31ltJ13 10A23,9 62:309 9R L560
10/1/1983 86.711 fig,92 16.750
10/1/l983 957.Z:5 759.3p9 191936
5/31/2013 3.87.6.882. 236595 . 3.580,287
I6F35.880 2,272331 Y.163.5a9 S
in,eai OWyer-6rsenviUeDiesd
R.163,549
Olinger-PrurttCsPRock72.8% S 1.S7Z.934 OliWyar-PeuiKCapRe'Jc
Pn:ir. Cap Rodc - 6rcenville Steam 87.2% S I2.350,635 Cap Rock PrutR - Graemrflle Steam
35601U021-2 FIBE0.0P7ICINSTAI,-GREENVIlIEP0.UlTT 6/18/2007 69,9i3 19,370 50,543
356010021-2 GreenNlle-Prurt me . 5/31/2008 33,6C1 g,z5g 24,362
303SSa 28.669 74.886 S 70.886 CspRockPruits-GrtenvBMSteam
Attachment 3
Texas Munidpal PowxAgeney
Transmission Assetz eqJ Schedule as of9/30/2015
Assec tD Asset Desaiptien Plaee in Servim Dare yyt gasis L7D Depredation kValue Amowrt AuetFacility
Net eook Valua A6sK Fatiliry
350010010-1 ROYSE-GRF'.dJN1L£ iR1N51AND 10/3/1983 234378 p 2?4,17g
355010221-1 NBE STL STR-HOYSE•GREENV STfAM DIFS 10/3/1983 19 1,805 2.372,179 569,626
355010221-2 GremvAelireReroute-Poies 6y0/2014 519,295 17,310 SOL985
35fi010221-1 CONDLRORS/HDVJE ROYSF-GREEM DIES. 1M11983 1,370305 1,306,971 265d36 .
356Q70221d G emviDe Lne Rerou[rWire 6/30/201 95,810 3,15C 926ll
5,16L393 3,a97,653 1663,46 S 1,663.7a0
Toyse - Sheiby 86% S 1A3.S17 Royse • Shemy
Shelby - Gteenville Steam 14% S 232.924 . Shdby • Grcenvilie Steam
T:3006 Greemiile to She1byl;neiFEtC iG67 ' 113:,592 9R56 1122,136
1,13L592 9R56 L322.136 S l.1Z2.736 SNdby• Wsenvi9a5uam
350010051-1 SheQtySubstauDn-land 8l3Y2010 737,100 0 . 737.100
35 010051•2 SheQfySubsntlon-Easemers 8/31l1010 553,a36 0 553A36
353030071-1 SHElBYSUBSTATION&13HLIIdE 8/25R008 17+C05.036 $q32,097 9F7:,936
353010071-1 ShdbySubstancn & 138 kv Ime 9/30Ro11 85:,205 86,85g 76a,337 .
3530100711 Shel6ySubEqNpmerr. 9M014 4G,662 10g9 3y,563 .
353030145 1.• WestDemm Sub: Purd. autovansformer 10/1/2D06 ;.,450,000 357,098 :,05;9p2 .
16,037,a36 3A17,163 12.620,73 S 12.620,273 SbdbySub
355010223.1 Nevada-Shelby Tububr Sted Struawet 9/L201a 319,BSe g,56g 311,135
35603022'a.l Nevada-Shdby Conductors and Hardware 9/L2014 79$2"a3 21.581 776,652
l..u7 30230 :,087. 887 S 3.087.887 Nevod.a • 511eiby
3560102221 RoysrNeveda Conductas end Flordwero 9/1201i 7Q274 7,gOG 68,374
7.74 1,900 6&37a S 68.374 Roys•Nwada
Miscelb xous . 811. 850 500136 271.73A .
8'.i850 540,136 271716 S 273.7fA M6cdbnevus
SulrTobl . 473E3,835 3I,759 529 36,T74,406
Telal 372.170,0q,2 117575.309 3S4.S94733 . .
Attachment 3
Texas Municipal Power Agency
Transmission Assets Derail5cheduie as of 9/30/2015
Asse# ID
Piace in Service LTD Depreciation
Asset Desviption
a
Q g s
qmQunt
Net Book Valae
Miscellar eous:
350010046-1 MLSC SMAI1 SUBSTATIOIVS LAiVD 10/1/1983 11,247 0 11,247
350020006-3 CRANE (FERC 353) 10/1/1986 lO8,I21 90,807 17,314
3 3010072-1 MiSC SMALL SUSST. QR 8REAK. <34.5lCY 10/1/19$3 316,252 255,016 61,236
353010073-1 MiSC SMALlSUB INSTRUMENTATiON 10/1/1983 85,203 68,705 16,498
3530100741 MISC SMALL SU$ SiMrCHING APPAR 10/1/1983 31,519 25,416 6,103
353010075-1 MISC SMALL SUS TRANSFORMEiiS 10/1/1983 673,489 543,081 130,409
353010076-1 MISC SMAIL SU8 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 SUS MISC EQUiPM£NT 10/1/1983 31,519 25,416 6,103
353010309-1 SUBSTATlON MISC EQUIP 10/1/1983 981,715 791,624 190,091
353010329-1 GENERAL SUBSTA7ION EQUIPMEN7 11/1/1992 82,972 82,972 0
356010621-1 TRANSMISSION LIFE ASSSSSMENT STUDY 6/30/2003 96,359 37,$40 58,520
T11002 Engineering 5wdies and Assessmenu (FERC 106) 9/1/2012 398,934 30,567 368,368
Renewals and Replacements 9l30/2015 61,580 180,550 281,030
3,609,210 2,401,260 1,207,950
Ailocation to Loration:
Sryan
Denton
Garland
Green,rille
Allocation %:
Bryan
Denton
Garland
Greenvifle
1,288,076 856,976 431, 100
877,002 583,482 293,520
632,282 420,667 211,616
811,850 540,1.36 271,714
3,609,210 2,401,260 1,207,950
NBV %
54,741,559 36%
37,271,4$0 24%
26,871,182 18%
34.502,592 . 22%
153,386,782 100%
Attachment 3
7exas Muniupat PowerAgenrySchadWe 0
Gerterai PlentAssets Detail5rhedule as of9/30/1015
Auet 10 Ass¢tOrsniption PlasP in Swice Dtte Cast Buh LTD Depreqation pmqurtt Net BooYva(ue
389010005-1 FEESIMPIEtAN0.PLAM&LAKE ]A/1/1983 22,582,901 0 22,582,901
22582,901 0 22582,901
39D910020.1 BOATRpMp
3909i0025-29 MAINOFRCF 8UILDING
39003002530 PAVEDSURFACfSOTHER7HANR0AD5
39001002531 PAVEDSURfACFSilTHER'niANRDADS
390030025-32 PAVEOSVRfAC£SC3Ti1ER7NANRDADS
39001D02533 MiSCSRE&iMPROVEMEN:S
39001002534 MISCSITE&1MPROYEMENTS
390C3002S37 ENYIRONMEMq1.CpMPLUUJCf9A01ECT
390D10025-39 TMPAfAQL(1YREfJENIALPROJEC
390D30025-00 POWERPApDUCf30N$U1LDlNGREMODEL
3900i0025 61 fY08fae111ryRenewaBprokct-HYAL
390010025•5 YJF15E#1fDRflfCfiIICA1FART5
390010030-1 GibbonsGeekParkFaNityLpgnde
390030025 PWNfSITEWHSEfaOPFIL£[DMR£X
390030025-28 DOMESTICWATERSUPPLYSYSfEM
39 010025-2 MA1NT£NANCf SlllL'DING .
39001003536 ENNRONMEN7ALCOMPilANCEPfI01EC?
390p1002538 PIANT S70BAGE WHSE t+4 & 5
390 30 25- 26 MISCSI7E&IMPROVEMEM'S
3900k1025-6 PU1N7$ITEWIf SE&OfF10ECOMPIEX
390010025-8 PIAf RSITE WHSE & OFf10E COMPlE7f
390010025-24 OTHEA MINDR BLDG & STRUG7URE5
390010025-3 MAINTENANCE BUIIOING
390010025-25 ROADS
390010D25-12 IAND & TR0.INING SUIIDING FOUNDATION
390010025•21 DOMESTICWATERSUP?LYSYSTEM
390010025 i2 PAVED Sl1RfACESOiHER TNAN AOADS
390D10035-14 SRIOGE
39001003535 RESURFAC7NC> OF AGENCY ROA05
390010025-t7 DOMESTIC WATER SUPPIY SYSTEM
390010025-15 PAVEOSURFACESOTNERTHANROADS
390C10D25•17 SANRARYSEWERSYSTEM
390010025-10 OTHEIiMiNORBIDG&STftUCTURES
390030025-4 DIANT SSORAGE WFiSE B4 & S
390030025•20 DOME$TICWATERSUPPLYSYSiEM
39003001$33 BRtOGE
3900] 0025-13 MaIN OFFICE BUIID7N6
39001G025-6 CLANTSREWHSE&OFFi fAMP(EfI
390010025•1 MAINTENANCE BUILDING
390010025-19 YARDIIGHTINGSMSTEM
3900]D025-33 5(TEDRAINAGESYS EM
390016025•16 ROADS
390030075•18 MISCSITEBJMPROVEMENTS
391G1D0p$-1 OFFI Fl1RNiNRE
391016005-2 OFFICE FURNITURE
391G10005 4 OFFI fl/RNfTURE
391010005-5 CANON mPoER-ACLpl1N7iNG DEPT
391G10005-5 CANON mP1ER MODEL 6545
39107A005-7 PUR[NASE OFPRIMER/SCANNER
391010005-8 fANON mIAR mPlER
391010010-10 D1iAF WGEQUIPMENT
3 91010 010-11 MICROF7LM EQUIPMEM
391010010-13 PORTABLEFAULTRECORDER _
391010010-18 PURCWISEOFPWNTER
39101001W79 Finandal5ohwarellp ade-CxeatP ains
391010010-2 COMPUTFREQIJIPMENT
391D7007,0-10 Maintenanre5oilwareBet[ermentProjeR
391010016 21 RASSETl1PGRADES
391010010•21.ITASSE7UPGMOES
391010010.22 Purchase ewdaNmeMmanagementsystem
39301003622 OOCUMEMNL4NAGEMEMSYSTEM
391D10D30•23 Document Man gement Projett
391010010-3 MICRO COMPV'(ER
391010010-4 COMPUTER EQUIPMEM
3910]DO30•5 35MMSLIDEEQUIPMEM
391030010-6 COMPUTER EQUIPMEM
3910 30030- 7 UNfi1ZATION PROIER
393030010 8 COMPl1TER EQUIPMENT
393030010•9 COMPUTER EQUIPMEfdf
393030005-3 OFFICE FURNRURE
3910300354 DCS PROlEC7
393G3 010-22 SohwareassociatedwithDx.lmaginery
393010D15-2 PROCi55 COMPUTER
391030030•12 COMPUTER EQUIPMENT
10/1/i963 3,d11 2,)g3 gjg
30/7J1963 . 3.227.525 3,227. 525 0
10/:./1963 59.932 59.9i2 0
30/1/1963 85,fi3i 85,635 0
10/1/1983 ].011 1,011 U
30/1/1983 4bA0s ty,qpg 0
30/1/3983 2$.791 28,792 0
10/1/3983 108396 108,396 0
33/ 7/10D5 78.C2a . 78.4i, 0
13I1/10G5 2&%9L' 283.925
11/3D/20D7 T2,a36 .a36 0
so/lls ea ,seo z.sso a
30/31/2004 198.373 ]98,373 0
1fl/3/1983 109 5g . 42
1D/1/1483 3.256 . 2,pq7 ],159
10 1/198D 9.CG9 5,589 3f+19
30/1/3 1OJ43 . 6,758 4j85
10/]J398'i 15.405 8,575 6,830
10(1/1953 a0,8L1 13.892 26.949
10/1/1983 - 61,256 16,033 2,222
10( 1/1983 27,688 15,412 12,276
g0/3f1983 . ?7,533 26,373 51,160
10/L1983 55.076 30,65T a4A
10/1/19@i . 90.91,7 30.923 59,988
10/3/1983 54.0<4 4'},652 - 32.392
10/1/1983 168.778 g9,277 48.941
10/1/i963 182,777 . 127,558 65,220
10/3/1983 181,541 139,919 33.626
5/ 31/1998 248.116 3a5,318 10;8Q0
10/1/1983 399.80T 257,997 141.830
10/3/1983 467,295 360,143 107,152
SO/1/1983 473,148 36G.654 108,494
10/1/1983 1,172561 468,5 9 724,053
10/1/1983 620,825 A78,i6$ . 142, 357
10/1/1983 . 690,4b9 532,142 158,326
30/3/1983 17d6,834 809,911 4=6, 9$ 3
io/li z,zn,sc 1,7ss,eo 522,339
30)1l1983 2,at0,2D6 3,880,659 559,545
10/1/]983 6,994,574 3.839. 305 1,145, 269
i0131L83 5.790,533 . 4,46i,748 1,327,785
10/1/1993 5.980.290 4,608.993 1,371.296
1O11Ji983 7.846.221 6.045, 520 . 3.798.703
10/1/1983 15,289, 518 11,783599 3,505,930
SS,O4b,785 A2,536,951 12,529,838
10/1/1983 1*l1 606 147.468 43,937
30/ 1/198i 69.657 59.857
9/30/1997 273,528 273.628 0
2( 29(2000. Sp50 S.a50 0
4/30/2D01. 6,300 6,300 0
6/30/2001 33,6G5 33,5q5 0
3/ 24/?OOC - . 1b.796 }6.796 0
10/SJ1983; 26505 Z6,505 0
10/3/1983 33,686- 33.686 0
1o/1/1se3. iaSoo 1a5ou o
10/1/3983 6,425 6,625 0
119/200M1 . 316.Sad 336.Ba3 D
10/1 1983 . 7,097 7.097 0
S(33J2U08 ?99,SSG 799,886 . 0
9/ 30/2009 90..084 904,OBa 0
3/311201U ' 16,081 16,081 0
9/30/2010 7<.75 76.757 . 0
2/28/2011 . 93,755 93J55 0
9/30/2011 6,497 5,4g7 0
10/1(1983 10.868 1D.868 0
SO/1/1993 20,005 20,Oa5 0
IU/1l1983 5.726 . 5.26 . 0
10/1/1983 500F37 504, 437 0
10(1(1993 3G,887 . 30,887 0
10/1/1983 32,Sa0 32,540 - 0
lOJl/1983 . . 5.162 . 5.162 0
10/1/1983 16,492 - 5,610 10.882
9/30l .2 73p15 10,767
9/30/I010 76,6ll 76,617 0
lp/1J198i 79.242 . 79.262
10/1/1983 366,976 124,146 240. 631
Attachment 3
Texas MuNdpal PowetAeenry -
General?/onrAssemOemil Schedde osoJ9/30/1015
KsSet1D A552tDescdQGOn_ Phecin52nriceD ta CostBams LTDDeprepiet4on/Unpunt NetBookValu!
391D70015-1 PROCESSmMPUTER 10/1/1983 507,978 507,938 0
391 1001-1 COMPU'{yREQUfPMENT 10/1J3963 1,447,154 553,541 893,612
3930100753 DEVEIOPMEM OF 0055YSiEM 10/1/19Si S,I30,913 4,041,843 1,189,070
11,247,559 8,858,A59 2,389.100
392010005-061 PURCHASE NEWTRUCK FOR 48
393010005-2 1993 GM[ DUA tY 3C TAG X8253 Vkd020
39IO1000S20 1992 FORO DIGGER TRUCK C-TACuY8501
392MOD05-22 3999DODGETRUCK SC-7AG BS11VM8320
392010005-23 1999 DDpGE TRUCK 87AGRBSSI VA5757
393010005-28 2002DODGETRUCK-SC-TAG,'S57Yp3300
392010t105-29 2002 DODGE TRUCK-4D 7AG 48556 Vp3307
39201000530 2002DODGETRUCKSGTAGr7856IVp9993
39201000531 200261EYYTRUCK3D•TAG178561VAi508
39201000532 2002C11EVYTRUIX-3C7AG48560YA3239
39I010005-33 2002CHEVYTRUCK-SH-TAGpffi63Vp8179
39201000534 2002FORDTRUIX-4DTAGi 856dVf 6Tl .
39IA1000S35 2003 QiEVYTRUCK3GTAC3ffi72 VY3511
39201000536 200aQ1ElryTRUIXSLTAGtt8582VAb083
392010D0537 2004CNflIY'fRUCK-SfTA6R65S3VA6088
39201000538 2006FORDTRUCK-Vb8d56,TAG7t8587
39?A3000539 2004FDADTRUIX-VIf4675,7AGt1ffi89
392930DOSS0 2004fDROTRULIC-1JG1861389?AGC8588
39201D005-02 2005 FOAD7RUIXFOR 4D - VY/398
392010005i3 2005CNEVYTRUCKFORSf-Yt1652t
392010005-C4 2005fDpp7RUIXFOR3C-Ytl1461 .
392030005 a 2005FORDMUIXFOR6D-vY2Tr9
39201D005-05 ADDf710NALCOSTONfiDTRUIX
3920100GS46 ADOfT10NALCA5T50N4D7RUIX -
392010005-07 2006FOROFORSi-Vs2Zg0
392O10p05-d8 200661EVYTRUCKFORSGVL7200
392019005-09 2006Oifl/YTRUCKfOR4D-vtl3861
392O100D5•51 20D6 FORDTRUOC FOR 4p - Vp6)37
39201000552 2007 fORD FORSf. Va4200 .
392030005-53 2007fORDFORSC-YY2663
392030005-54 PURCHASENEW3/6TONpiEVYfOA4D
392010095-55 2007QiEVYTRUCKiDA4D-Y7t9014
39201000i-56 DUACH.NEWPOOLVEHICiE-0{E11YA1RSUR8AN
392 70GG5-57 VURCHA.SENEVJ3f2TONTftUCXFOP3D
392010005-58 2007O1E1/YTpUCKfOR40-Vt16555
392030005-59 2006FORD7RUIXFQIi4D-11Gt1063]9
3920300055 1994 61EVY TRUqC SC-TAGtt8707Yi6953
392010005b0 urchuetruckfortrawnissiancew
392010005 1 Purchasetrudcfortnncmissioncre v
39201000552 Purchay¢IIuckfortra mistionasw
39201000Y63 PurchasetrurJ fortrantmfsaloncrew
39201DOOSba PurchaSeLruckfartransmissionaew
392030005-65 PurchauWtorforOperacicns
392010005-66 PurchaseGatotiorOpenUons .
392030005-67 Purd autrvtkforiaf¢tyDept
392010005-68 Purchasetruckforland(Aedartution
392010D05-69 Purchasesubutbanfor5aferyDept
392010005-70 Durchase2030ChevyTahoe-GeneralSe'vic
392010005-71 Furchasenewvuckfortrancmissiundept .
392010D05-72 Purdiasenewcrud fnrtransmissiopdepl
392030005-73 Purchasenewtruckfortnnsmisvondepc
392030005-74 WrchasenewWdcfortransmissiondept
392010005-75 Purdiasednewtrud fortransm iondep
392030005•7fi iurchasednewtrud fer1ransm¢siandep
392010005,8 1977IHC BUC7lE7TR 6D -TAG C8133 VCD3327
392010015-2 6WHEELER FOA IAKE USf
3920100]53 Purch.of24-wheelerafwtnnsmisoon
392010020•1 IOHN DEEA 6%4Ui'ILf1Y YEHI4F
3920100204 IOHN DEERE GATOR - SF
3920100203 10HN DEERE GAi'OR -3C
3920100204 lohn Deere Grtor .
350020010-1 DOIETRAtLER -
3500200041 7RANSMISSION ROLLING ST06f
3500200042 TRACTOR FORTRANSMtSSION DEPT
350020012-1 GASREQAfMINGUNIT/TAAILER
392010D0.5-11 1985 GMC FIREfRUIXSF TAG 276 VY2p58
392010005-13 1987 fORDDUMP'TRULK -SGTAG Ca330 W15606
394010005-1 DIESEL PUMP &AC SSORIES
3940100Q5-10 PORTABLEGASWELAINGRIG
39401000531 BATTERY GROUND FAULT IACATOR
394030005-12 SURVEY EQUIPMEM
394030005•15 HYDROLPSERREPIACEMENi
2/28/2005 17.T13 17.7 3 G
10/1/1983 1d,41q 14,410 0
B/IA/1998 22500 ZZSpp 0
9/ 30/1999 19,903 19,903 D
9/ 30/1999 20,3C2 20,342 . D
7J31/2001 25,736 25,7d6 0
1/33/2002 19.829 19.629 0
3/3i/2002 13,517 13,517 0
6/ 27/2002 19,791 19.791 D
S/27/2002 36.98a 16,9$4 D
7l31/2do2 u,675 x5,675 0
9/ 30/2002 ]8,194 18,194 0 .
2/17/20G3 14.198 16,198 D
11/38/2D03 12.'209 12,2p9 0
u/sslzoo ss,00i u,00i o
2/29/20Di 15,653 16,653 . 0
2jS9/2W4 . 24,153 24,153 0
3/Za/20Gd 16,587 3y.5g7 0
2/ZBf2005 1AA51 2ap51 0
z/ts/mo5 ssAos ss,aoi o
2/28/3005 14.694 . 1a,694 . 0
2/28/x005 . 21/+3E Z;q3g . 0
S/31/2005 349 3q9 0
5/31/2005 0 . g30 0
6/29/2006 14,SG0 ia,gaq 0
6lS9/200G 11.6Da 12.60a
6/29/2006 39.1G5 19= 45 0
6/ 29/20D6 17.9C1 17.741 0
4/ 30/2007 1S.6ii . 18,670 0
4/30/2007 22.508 22.508 . . a .
a/30/2007 i9,743 19.743 0
L/30/IAOJ 39.743 19.763 0
6/30/200J 29.015 . 29.015
4/30/1A07 15,699 15.699 0
4/ 30/2007 16,644 16,644 0
C{3012007 22,849 ZZ,gqg o
10/1 2983 17.260 17,260
6130(2009. i9.fi22 . 29.fi21 0
6/ 30/2009 20,051 20,051 0
6(30120G9 20,051 IA,O51 0
6l30/2009 2a.552 . 2a,552 0
6f30/20G9 23,OA8 73,pqg 0
6/30/2009 9.830 9.830 0
5130(2009 S.IfiO 6.160 0
6/30/20P9 28,390 78,190 0
fif30f7A99 23F)5 . 23 q75 0
12/31/2010 29,86 2g,g5q D
11/3117A10 30.081 30,081 . 0
9/3U/2032 . 25.1 2 25.202 0
9/30/2012 i2.639 22.639 . 0
9i 0/2012 . 22.639 22,639 0
9/30f2012 7.2,289 .2g9 0
9l30/?A1a . 23,462 13.a62 0
9/3D/2014 13,452 Z3.q52 0
6l30/1995 91,000 91,000 0
9(30J20G2 6,036 6,036 . 0
9/35/ 20 5 9,8)8 9.878 . 0
9f16/2003 7.680 7,680 0
2/zenooa .sao ,sao 0
2/29(2QOC . 6375 fi,375 0
9/15/2005 6,166 6,166 0 -
10/1(1']SG 10$61 9,211 1,756
30/1/1986 34,3G6 18,846 5,500
1011/1986 . 14.450 14,q50 0
30/2002 . 3,500 . . 3,500 0
718/1985 15,000 15,000 . 0
32/1/1986 23.BG5 23.845 0
1,278,219 1,270.963 7,256
10/1/1983 135,163 Sp6,2G7 31,016
10(1/1983 7.934 7.934 0
10/3/1983 7501 7,501 0
10(1(1983 8.358- 8.358 0
10/1/1983 70,111 70,111 0
Attachment 3
Toms Munidpal PowerAga q
Grnerct P7oniAsseu Dewil Schedule at oJ9/30/ZDIS
AssetlD A55MDesviption - PIMCInSWk¢Da[E COstB25i5 1'IODepreciationAmount NEt800kYe117¢
394910005-16 PULSG,BREIp,YTf5S5E7 30111i983 48,000 48,000 0
394010005•17 VIAM%lTCNENEQUIPMENT . 30/1/1963 4,)51 q 75Z 0
394030005-18 BREAICER7ESTSET , 10/ 1(1963 17,760 . 17,760 0
394010005-8 ELEC7RICMOTORSURGETES'fiA 10/1/1983 11,427 12,a27 0
394930UOSA TFiERMALIMAGINGSYSTEM 30l1l1963 4,.i00 9,500 D
394010005-20 UAS&DIESELPUMVSpNDTANK3 10/1/3983 16,325 12,584 3,744
394010005-16 70015ANDSUPPUES 30/1/19 3 39,300 13,300 25 800
39ao1oDDi5 PIAMK7CHENfQU1PMEN7 10/i/1963 21,917 17,oa3 a",s73
394010005-13 SHOP EQUIPMENT 10/1/1983 59,989 qp, y9,808
394U10005-2 EIECtA3CMOTORFIFEPUMP 10/3/1963 135,263 SQ6,i47 31,016
394U30005-3 MISCPUMVS&FlREPxOiECtIGN 10/1/1983 135,263 10a,247 31,016
394u10005-7 M SCPtAME¢ulPA7EHT i0j1J}983 212,755 163,970 48,785
394010005-19 UNDERGROUNOPlPlNGANDNYDRAN7 30/ 1/A983 1,923,665 . 1,682579 441,306
394010005•5 TOOLSANOSUPPUES ]!!!1/1983 . 2.27A.24T 1,714,231 530,026
39a0ioo05 a SXOPfQU iMENT 1n/1/39s3 1,786,576 2,1a7,607 638,969
7,876,129 6.090569 1,786.160
396010005•1 1985800M TRUCKUU+663-765
3970300D5 2
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397010025-2
39701009a3
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397010045 1
397010055 1
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WACO-BEPC MiCROYYAVf
BAYAN,qiXINS M CROWAYf
LEWISVILLE ACII MICROWAYE
GARIANp-NEWNL4N MIOiOWAYE
GCSES MIQiOWAYE
GOMMl1NICATION EQUIPMENT
398010005-1 DIESELGENERATOR
39801U005-2 MA1N PWNTUPS
3980100053 MAIN DLpNT UPS
36 1010005-1 Transmission5ystem9hoLography
361030005•2 Transmission5ystemPhotograDhy
3990100Q5•i ROAD iMPROVEMENTS .
39901001D-1 DPAGUNE FENtlNG & iECURITY
399030015-1 MOWER USED FOR GROUND MAINiENAAICE
399030035-2 PUNCNASENWWERfO{tGENERALSERVICES
3990100153 PURCNASE NEW MOWER f-0R LAKE•3D
399010015-4 Purchasemowerforlakeuse
399010015-5 Purchazenewmoweriwlake
10/1/19$i 102,972 79,360 23.63I
102,9n 79,360 23,612
10/1(1983 118,308 91,180 27 326
1Dh/1983 53F 5 53,476 - 0
1D/1/1983 75,639 5,639
5/23/2007 31.373 . 11.123
5/21/2007 229` 23,95a o
3j27/1991 75,889 75 gg9 0
31/1005 168,7q0 lqg 7qp 0
5/33(2008 ip3,459 303,459 0
10/1/1983 7,SSG 2,569 6,985
10/1/19ffi 13557. i0,a46 3,109
30/1/19ffi 15,091 13,616 3,456
1D/1/19ffi i8,88 22.i57 6,612
19i]J39ffi a5,533 . 35,169 30,454
20/11983 7.7 5 59,903 17,823
19(3/1983 118,226 983?A 29.Y03
1D/1/196i 194,056 149,560 44.696
30/1/1983 229,136 176,656 52,560
10/ 1/1983 ab2.851 a56.718 1D6r183
0/1/1963 6C1,217 690,184 1a7,033
1,453.576 2,000 3. 0.53,212
10/1/1983. OId.771 327.37a 97.4p3
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la/111983 70,975 . 47.999 2i.976
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3/ 27/1997 8G.131 84.131 0
9/30/2002 7.187 7.g/ 0
6(29/2006 9,563 9 5 0
C/30/2007 9.292 9.292 0
1y31(2010 12,479 12F79 0
9/30/2D3] 9.996 9.996 0
2.3a.7B8 2,137,733 596,565
Tocah 106,117.412 635<7525 40.564.887
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Attachment 3
Schedule F
DECONIlVIiSSIONING ESCROW AGREEMENT
THIS DECOMMISSIONING ESCROW AGREEMEl"dT (this "Agreement"), dated as of
the "Effective Date"), is made and entered into between the Texas Municipal
Pozver Agency ("T IPA"j, a rnurucipal corporation and political subdivision of the Staxe of Texas
es#ablished rsuant t the pro isi ns of liapter lb3 of the `exas Utilitie Code, the City of Bryan, the
City ofDenton, he City of Garlar d, and the City of Greenville, Texas each of ivhich cities is a municipal
cor oration of the St te of Texas and a home ruie city (herein collectively "Cities" or "Participating
Pubiic E tit es" or iadividually "ity" or "Participating Public . Entity") and
a , as escrow agent (the
Escrow Agent").
ECi'TALS
A. 'MPA and the Cities are parties ta identical Power Sales Contracts and have entered into a
Joint Operati.ng Agreement ("Joint Operating Agreement") to address operations of the TMPA in matters
other than the purchas of Power and Energy and to provide for the mutual rights and responsibilities of
th parties as to e operatians of the Agency, including asset management, decommissioning,
environmental remediation, indemnities, and the winding up of affairs ofthe Agency upon dissolution, as
necessary and apprnpriate arid consistent with T'ex. Util. Code Cha.pter i63, Subchapter C-1;
B. T1ie Joint Operaxing Agreem nt provides for the TMPA to adopt a plan for the
decommissioning of the Gibbons Creek Piant;
C. The Joint perating Agreem nt provides for the creation of a Decommissioning Escrow
Agreement to pay the costs of deco3runissionia.g p a'suartt to the Decommissionin Plan.
AGREEIVIEI T'I'
In consid ration of the foregoing Recitals, the mutua,l covenan s set forth in this Agreement and
other good and valuable consideration, the receipt and sufficiency of vvhich is hereby acknowledged, the
Cities, TMPA and #he Escrow Agent agree as follovvs.
ARTICLE 1.
DEFTl 1ITIONS
1. i Defined Terms Capitalized terms not otherwise defined in this Agreement shall have the meanings
given to them as foliows:
Agreement" shall mean this Decom.missioning Escrow Agreement and the schedule referred to
herein and atta.ched hereto.
Cities" shall ha.ve the meaning given such term in the Preamble to this Agreement.
Attachment 3
Co3npletion 1Totice" shail have ihe meaning given such term in Section 3.2.1.
Decommissioned Facilities" shall mean those Facilities of TMPA identified to be
decommissioned in the Decommissionillg Plan.
Decommissioning Amount" shall mean the amount specified in Section 5.5 ofthe Joint Operating
Agreement.
Decommissioning Completion" shall have the meazung given such term in Section 3.2.1.
Decommissioning Costs" sha11 mean al necessary and reasonable costs incurred by TMPA. in
decommissioning or removing the Decommi si ned Fa ilities, including all associated envirorunentai
remediation, ner of any sal age value, in accordance with Section 5.5.3 of the Joint Operating Agreemenr
and the Decommissio ing Plan and G od iJtilit i actice, together with the costs of any insurance,
indemr ities {other tha ie demni#es under Section 5.3 ofthe Joint Operating A,reement) or associated
retentis n for en-iro nen iiab lities inc rred after the cessation of the Generati n usiness, as provided
in S ection 6.1 {e) ofthe Joint Jperating Agrsemsnt. '
De om n ssi i g lan" s ia i ref t e i ecc mmissioning Pian described in Section 5.3 of the
Joint (erating Agr nent.
Dec+om nissio in Date" shall mean the dats that Decommissioning ofthe Facilities commences.
Decommissioniug Completion" shail have the meaning given such term in Section 3.2.1.
Deeommissioning Date Notice" sha11 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.
Disposi ion 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(n).
Disputed Decommissioning Costs" shall have the meaning given such rerm in Section 3.1.2(u).
Effective Date" shali have the meaning given such term in the Prearnble to this Agreement.
Escrow Account" shall have tlze meaning given such term in Section 2.2.
Escrow Agent" shall ha e the meaning given such term in the Preamble to this Agreement.
Facilities" shall mean the acilities identified in the Decommissioning Plan.
Final Order" shall have the meaning given such term in. Section 3.1.2(iv).
2
Attachment 3
Good Utiliiy Practite" means any of the practices, methods, and acts engaged in or approved by
a si ificant portion of the elecxric industry in the Sta.te 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 tune the decision was made, could have been expected to accomplish the desired result at a
commercially reasonable cost consist nt with g od 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 ac ptable indu.stry practices, methods, and acts generally
accepted in the region.
Toini Notice" shall ha xhe meaning given sa ch term in Section 3..2(iv).
Toint Operating Agreement" shall ave the meaning given such term in the Recitals to this
Agreement.
Laws" mea s ny and all laws (in luding a11 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
permanerit), rulings, wri ts or orders adopted, enacted, implemented, promulgated, issued, entered or
deemed applicable by or underthe authozity of any Governmental Authority and any intexpreta.tions thereoi
by any Governmental Authority.
Party" means any ofTAiiPA, the Cities, the Participating Pubiic Entities, or the Escrow Agent
and "Parties" means the Cities, the Participating Public Entities, TMPA and the Escrow Agent,
collectively.
Participatiag Pnblic Entity" shail me n each City, unless and until such Ciiy is removed from
the Agency under ection 163.076 of the Texas Utilities Code, and any public entity added to the Agency
as provided in Section 163.075.
Person" means any individual, corporation, partnerslup, limited liability company, association,
joint stock company, mist, unincorporated organization, j int venture, Home Rule Municipal Cozporation,
Governmental Authority or other entity with legal constitution vnder applicable Law.
PUCT" shali meaa the Public Utility Commission of Texas or any successor thereto.
TMPA" shall have the meaning given such terin in the Preamble to this Agreement.
Submission Notice" sha11 have the meaning given such tezm in Section 3.1.2{i).
Submitted Decommissioning Costs" shali have the meaning given such term in Section 3.1.2(f).
1.2 Construction. All article, section; subsection, paragraph, clause, schedule and exhibit references
herein are to this Agreement unless otherwise specified. Ali schedules attached to this Agreement
constitute a part of this Agreement and are incorporated herein. Unless the context of this
Agreement ciearly requires otherwise, (i) the singulaz shall include the plural and the plural sha11
inciude the sinwlar wherever and as often as may be appropriate; (ii) the words "includes" or
including" shall mean "including without limitaxion;" and (iii) the words "hereof," "herein,"
Attachment 3
hereunder," and sir ilar terms in tl3is Agreement sliali refer to this Agreement as a whole and not
any partic lar 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 aet as
escrow agent in accordance with the express terms and condi ions set forth herein, and the Escrow
Agent here6y accepts such appointment.
2.2 Establishment of Escrow Account. The Escrow Agent hereby apr s to establish and ma.iz tain
an account (the "Eserow Aeeount") to hold aI1 monies deposited with the Escrow Agent pwrsuant
to this Agre ment and a11 interest, dividends and other distributions and payments eamed thereort
or received by the Escrov, Agent with rsspect thereto from time to tinZe.
2.3 Deposits into Escrow Account.
2.3.1 TMPA shail pay to the Escrow Agent for deposit into the Escrow Account the amounts
identified in ection(s) 5.5 of the Joint +Jperating Agreement,
2.3.2 T i't shail pay any amounts required by Section 2.3.1 to the Esczow A,gent via wire
transfer of irnmeciiat ly a vailable fi nds u accc unt designated in writznp by tk Escrovv
Ag nt no less than fivs {Sj da.s fter thQss iunds aze: i) recezved frc m the sale of Mining
Assets or (ii) as those funds are received from t ie sale or operation of Transmission or the
sale or salvage of Generation Asse s and required to be placed in the Decommissioz ing
Reserve Account , as described in. Seetions 3.2.3(3), 4.2, 4.6(2) and S.4(3) of the 3oirrt
Operating Agreement.
2.4 Investment flf Amounts Held in Escrow Account. Ali amounts held in the Escrow Accownt &om
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 matuzity 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; sha11 not be obligated to invest amounts held in the Escrow
Account, in i.nvestment that would reasona.bly be considered speculative. All investments must be
consistent with TMPA's Inves#m nt Policy adopted under the Public Funds Investrr ent Act. The
Escrow Agent sYiall iiquidate any investments in the Eserow Account as necessary to provide funds
in order to make any payments required by this Agreement. Annually, and quarterly, the Escrow
Agent shali report to TMI'A and the Participating Public Entities, the balances in. the Account, the
investments held by t3ae Account, any claims against the account for the period, and all interest,
dividends, income and/or losses associated with the Account.
Attachment 3
A TiCLE 3.
DTSB RSElvi PiTs
31 Disbursemeat for Decommissioning Costs,
3.1.1 TMPA shall give notice to xhe Participatiug Public Enti ies and the Escrow Agent of the
occurrence of the Decommissioning Daatee (a "Decommissioning Date Notice") at least
sixty {50) days prior t the Decommissioning Date. If the Participating Public Entities
believe the Decoinmissioning Date has occurred and that TMPA has not timely given a
De+commissioning Date Notice, the Participating Public En ities may give a
Decommissioning Date Notice to he Escrow Agent and TMPA. The Deeom missioning
Da e shall be deemed to ha e o curred for purposes of this Ag,xeement if TMPA has give
a Decommissioning ate Notice or the Participati ng Public Entities have given a
DerAm nissiox ing Dat Notice.
3.1.2 From and af er the deemed occurrence of the Decomznissioning Date pursuant to Section
3.1.1 the "Deemed Decommissioning Da#e', the Escrow Agent sha11 distribute amounts
held in the Escrozv Account to or on beha.lf TMPA for payment of Decoinmissioning Costs
in accordance with #he following procedures:
i) From and after the Deemed Decommissioning Date, TMPA may rom time to time
submit one or more notices each, a"Submissiou Notice"j to the Escrow Ager t.
The Submission Notice shall specify the amount of Decomr tissioning Costs for
zvhich TMPA is seeking reimbursement or paymen.t (°`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 ubmission Notice with respect to such Submiited
Decommissioning Costs (the "Dispute Period") specifying the amount of such
Submitted Decommissioning Costs being disputed by the party (the "Disput'ed
Decommissioning Costs");
iii) Follovving the Dispute Period, and no later than fifteen (15) days after the end ofthe
Dispute Period, the Escrow Agent sha11 pay to TMPA or at TMPA's directiora, a
Subanitted Decommissioning Costs the amounts that aze not Disputed
Decommissioning Costs to the extent that amounts are then available in the Escrow
Account; and
iv) The Escrow Agent sha11 not distribute the Disputed Decommissioning Costs until
the Escrow Agent receives {a) a final non-appealable award of an Axbitrator 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 "Joiwt
Notice"), in each case specifying the portion, if any, of the Disputed
Attachment 3
Decommissiorung Cos s to vhich TIVIPA is entitled, whereupon the Escrow Agent
shall distribute to TMPA or at TMPA's direction the amount of Disputed
Decominissioning Co ts tv which it is enti^tled pursuant to the Final Ordex 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 sa.me effect as if such Disputed Decorn:issioning 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 aza d the Escrow Agent of the
occurrence of the completion of the decommissioning and xeznoval of a11 0 the
I)ecommissioned Facilzties (a "Completion Notice"j with n sixty (6Q) da.ys after the
compietion of ihe dec4mmissioz ng and removal of the Decommissioned acilities (the
Decommission ng Completion"). Tf the Participating Public Entities bel eve the
Deco issioning Com ieti n has t cc ed and that TMPA has not timely given a
Comple io Totice, the Pazticipating Public Entities may give a Completion Notice to the
scrow Agent and TI IPA. The Decom nissioning Com letion shall be d+eemed to have
occuu rred for purpose of t1 is Ag eement if TMPA }aas given Completion Notice or e
articiparing Public E tities have giv nn Completion I>totice and TMPA lsas not gzve n
notiee to the Escrow Ages t objecrixag to the Participating Public Entities' Complet on 1 To ice
riti Yn twent3r (20) a.y after th Participating Public Entities gave tlie Co pletion Notice.
3.2.2 'Within fifteen (15) days after receiving a Completion Notice, or the deeu ed occus rence o
the Decommissioning Completion pursuant to Sectiou 3.2.1, the Escrow Agent shall
distribute to tlie Participating Public Entities a11 remaining amounts held in the Escrow
Account in ccordance with the provisions of 5ection 5.5.3 of the Joint Operating
Agreement, xninus the then outstanding amount of Disputed Decommissioning Costs tha.t
have not been distributed fo 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 en,titled, the Escrow Agent shall
distribute to TMPA the amount of Disputed Decommissioning Costs to which it i.s entitl d
pursuant to the Fina.l Order or Joint rlotice and shall distribute to the Participating Public
Entities in accordance with the provisions of Section 5. 5. 3 ofthe Joint Operating Agz eement
the reinaining Disputed Decommissioning Costs which are the subject of such Final Order
or Joint Notice.
3.3 Disbursement upon Disposition :Event.
33.1 TMPA shall give notice to the Participating Public Entities and the Escrow Agent of the
occurrence of a Disposition Event (a "Disposition Norice") within sixty (60) days after the
occurrence of a Disposition Event. If the Participating Public Entities believe that a
Disposition Event has occurred and thax TMPA has not timely given a Dispos tion Notice,
the Participating Public Entities ma.y give a Disposition Notice to the Escrow Agent and
TMPA. A Disposiiion Notice sha11 be deemed to have occurted for purposes of this
Agreement if (i) TMPA has given a Disposition Notice, (ii) the Participating Public Entities
0
Attachment 3
have given a Disposition Notice and TMPA has not given notice to the Escrow Agent
objecting to the Participating Publie Entities' Disposition Not ce within twenty (20) days
after the Participating Public Entities gave the Disposition Notice, or (iii) a Fina1 rdez
holds that a Disposi#ion Event has occurred.
3..2 Within fifteen (i5) days after the deemed occurzence of a Disposition Event, the Escrow
Agent shall distribute to ttie Participating Public Entities in accordance with tk e provisions
of Section .5.3 of the Join.t Operating Agzeement, or at their direction, all remaining
amounts held in the Escro v Ac ount.
3.4 Disbursement in Accordance wi#h Joimt Notice. The Escrow Agent sha11 d'istribute a11 or apoz kion
of the amount then held in the Escrotiv Account in a.cordance with a Joint Notice received by the
Escrovv Agent.
3.5 Payment of Disbursements. The Escrow Ag nt sha11 make all payments to the Cities or 'TMPA
via vire transfer of immediat ly available 'unds to an account or accounts designated in writing by
the Cities or TI+'A, respectiveiy, o less tl ar fi e (5} days prior to the due da.te of such payment;
provid+ed, if t ie Participatin Pubiic Entities or TMPA have not timely provided such accoun#
designatic n, the Escrobv Agent shall maice such paymen.t as sooz as pxacticable after r ceiving such
account designation (but not earlier ihar the oziginal due date of such payment).
3.6 Disbursements onty from Escr4w Acc unt. Notwithstand.ing anything in. 'this Agreeznent to the
contrary, tiae Escro v Agent shali be only required to make, frozn time-to-time, disbursements ofthe
Escrow Account a cording to the tern s s et forth herein to the extent of the Escrow Account.
3.7 Disputes. A.ny dispute that may arise under this Agreement with respect to disbursement of all or
a portion of the axnounts in the Escrow Acc+unt, the duties of the Escrow Agent hereunder or any
other questions arising under this Agreement, sha11 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 zeadiiy 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 passession,
vvithout liability to anyone, any portion ofthe amounts in the Escrow Account tha.t is the subject oF
such dispute.
ARTICLE 4.
THE ESCROW AGENT
41 Duties of the Escrow Agent. The Escrow Agent sha11 not have any duties or responsibilities under
t uis Agreement other than those specifca11y set forth herein and sha11 act oz ly in accordance with
the provisions hereof. The germissive 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 tk e Participatuig Public Entities
other than this Agreement; (ii) to verify the accuracy or sufficiency of any notice or othez docunaent
received by it in connection with this Agreement; or (iii) to risk its own fiznds in the adm.inistration
7
Attachment 3
o# the Es cr w Accoun#. 'The Escrow Agent may rely upon, aud shall be protected in acting or
nefraining from acting upon, ar y vritten notice, i truc,ion or request furnished to it hexeunder and
reasona y believed 3 y it fi.o be genuine and to iave been signed or presented by the propear Party or
Parties. The Escrow Agent shall z ot be requir l to take notice of any default or other fact or eveni
unless specifically notified t iereof in the manner provided in this Agreement. Annually, and
quarterly, the Escrow Ag z t sha11 report to 'Tl IPA and the Participating Pubic Entities, the balances
in the Account, the investments held b the Account, any claims aga.inst the account for the period,
and all interest, dividends, income and/or losses associated with the Account.
4.2 Liabilities o# the Escrow Agent. The Escrov Agent shall not be liable to TMPA, the Parti.cipating
Public Entities or any other person or entity for any loss, liabilily or expense resulting &orn or
arising out of any act or failure to act ofthe Escrow Agent in conriection witlx this Agreement, otb.er
than a loss, liability or expense due a br ach of fiduciary duty, an act outside the seope of
au#hority prc ided by t1 is Agr ement, neglig n e, the gr4ss negligence or willful misconduet on
1 e part of e Escro u Agent. ;thout limiti g the foregoing, tk e Escro v Agent sha11 not be liable
for as y or ofjudgment b at ir goo i faith ar i reasonably beiieved by it to be authorized or within
xhe r gh ts or po e rs conferred upon it by this AgreeTnent, The Escrow Ag nt may consult wi h
cfluns l of its own choic avher ever th £scrou ,t gent deems appropriate, and shall have fu11 and
compl e authc rization and protection fQr an+ actian rea onably talcen or suffered by it hereunder
goc d fait i ac orslance ith tl o}i aic x c f such counsel.
43 Inde ca#ion of the Esero A,gent. The P rticipating Public Entities and TMPA hereby agree
to indemni y the Escrs s9v Agent and h,id it l arml ss fro n and against any and all claims, liabilities,
daznages, costs, penalties, losses, actions, suits or proceedings at law or in eqtuty, or any other
e enses, fees or charges of any chazact r +r na.ture, which the Escrow Agent may incur, or with
which it may be threatened, directly or i.ndirectly, arising from or in any way conneeted with this
Agreement or which may result from the Escrow Agent's following of instruc'tions from the
Participating Public Entities or TiVIPA in accordance with this Agreement, and in connection
therevyith, to indemnify the Escrow Agent against any and all expenses, including reasonable
attomeys' fees and the cost of defending any action, suit or proceeding or resisting any elaim,
whether or not litigation is instituted, but nothing herein shall be construed to obligate TMPA or
the Participating Public Entities to so indemnify the Escmw 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 Agreemeut, acted in negligent manner, a grossly egligent manner or with willful
misconduct. 7'he provisaons of this ection 4.3 shall survive the ternunation of this Agreement.
4. Resignation of #he Escrow Agent. The Escrow Agent ma.y resign at any time b giving not less
t au t irty (3flj days v ritten otice of such resignation to TMPA and the Participating Public ,
Entities. Thereafter, tlie 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
Partieipating Public Entities have jointly appointed a' successor escrow agent. Upon teceipt of
varitten instructions to such effect, the resigning Escrow Agent shall promptly deliver all arnounts
in the Escrow Account to such successor escrow agent and shall thereafter have na further
obligations hereunder.
Attachment 3
4.5 Appointment of uccessor Escrow A.gent. Tl'+iIPA and the Participating Public Entities together
may terminate the appointment of #he Escrow Agent hereunder by giving a joint written notice
specifying the clate upon which such termination sha11 take effect. Zn the event ofsuch texmination,
TNiPA and the Participatuig Public Entities sl all within thirry (30) days of such notice jo,ntly
appoint a successor escrow agen, and the Escrow Agent shall deliver the amounts in the Escraw
Account to such successor escrow agent.
4.6 Fees and Egpenses af the Escrow A.gent. The fees as set forth on Exhibit to this Agreement
for the services to be rendered by the Escroiv gent hereunder shall be satisfied from amounts held
in the Escrow Account.
4.7 Additionai Agreements Relating to the Escrow ,Agent.
4.7.1 Ur ss requested by the Parties or otherwise specifically set forth herein, the Escrow A,gent
si ali t be required x giv an3 t ond or sure#y or report to any court despite any statute,
custom or rule to th contrary.
4.7.2 The Escrow Agent may execute any ofthe duties under this Agreement by or through agents
or receivers.
4.7.3 The Escrow Agent shall not be required to i.nstitute legal pzoceedings 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 Auth,ority (other than a court of competent
jurisdictionj.
4.7.6 The Escrow Agent's obligations with respect to the Escrow Account and amounts held
therein aze govemed solely by this Agreement.
ARTICLE 5.
M[SCELLAT TEUUS
i Termi a#ion; Vaiver and Amendment. This Agreement sha.11 terminate (i) upon the written
agr ementofTIVIPA anct the Participating Public Entities, or (ii) autoznatically upon the dislxibution
ofall arnounts in the Escrow Account followang #he Decommissioning Completion, or a Disposition
Event; provirled, Sections 4.2 and 4.3 shall urvive the tenmination oi this Agreement. Any
provision ofthis Agreement may be waived only in writing at any time by the Party that is entitled
to the benefits thereof. This Agreement ma not be amended or supplemented at any time, except
by an instrument in writing signed on behalf of each Party hereto. The waiver hy any Party hereto
of any breach of a provision ofthis Agreement shall not operate or be construed as a waiver of any
subsequent breach.
9
Attachment 3
2 Assignment. This Agreement shall no# be assignable, whether by operation of law or othervvise,
by any Party vvithout th 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 NoticQs. Ail notices, requests, demands, claims and otlier communicationS that are required to be
flr ma bs given under this Agreement mu t be in vriting and shall be deemed to have been duly
giv n when xecei ed if ij deliv red in person or by courier; (uj sent by telecopy or facsimile
transmission; (iiij sent by recogruz d ernight delivezzy ervi e, ox (ivj ma.iled, by regist red or
certified mail, postage prepaid return receipt re uested, to the intended xecipient at fo lowing
addresses;
ifto the Participating Public Entities:
City of Bryan
300 S. Texas Avenue
Bryan, Texas 778 03-3937
979-209-5100
Attention: City l lanager
City of C°rreenville
2$21 'Wasl ington St_
Greenville, Te s 75401
903-457-3i1b
Attention: City lYlanager
With Copy to:
GEUS
6000 7oe Ramsey Blvd.
Greenville, Te 75402
Attention: General Mana.ger
City ofDenton
215 E. McKinney St.
Denton, Texas 76201-42 9
940-349-8307
Attention: City Manager
City of Garland
200 N' Sth
Garland, Texas 75040-6314
972-205-2000
Attention: City Manager
10
Attachment 3
if to TMPA:
Texas Municipal Power Agency
12 824 FM 244
Anrlerson, Texa.s 77830
936-873-1123
Attention: General Manager
if to #he Escrow Agent:
Attn:
Faa:
With copy %:
Attn:
Fax: ()
or to such other a.ddress as any Party shall have fiunished to the other by notxce given in ac ordance
with this Section 5.3. Such notiees shall be effective npon actual receipt at the addresses above.
I*iotices required to be given by the Participatir g Public Entities shall be effecnve upon receipt of
either (i) a single notice sig ed. by the director ofthe 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 oi 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 caurts Iocated in
McLennan County, Texas, and the Parties hereto consent to and hereby suhmit to the jurisdiction
of any court located in McLennan County, Texas.
5.5 Severability. If any term, provision, covenant or restriction of tl is A,greement 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 invalidaxed unless such an interpreta ion woutd 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.
Attachment 3
5.7 No Third Party Beneficiaries. Nezthsr this Agreement nor any document deiivered in connection
with this Agreemen.t confers upon any Person not a Party any rights or remedies hereunder.
5.8 Entire AgreemEnt. This Agreement constitu tes the ent re agreement and supersedes all otl er prior
agreements and understandings, both oral and written, among the Parties with respect to the subject
matter hereof. P•To representa.tion, promise, inducement or statement of intention has been made by
any Party vuhich is not embodied in or superseded b this Agreement, and z o Paxt'y sk al be boutad
by or liai le for any alleged representation, promis, inducement on statemer t of inter tion not so
set forth.
9 Joizi E ort. The Parties have pazticipated joi.ntly in the negotiation and drafting of this
Agreement. In xhe event au ambigui r question of intent +r interpretation ar ses, this Agreement
sha11 i e constz ed as if s afted joir t% by th Parties and no presumption or burden of proof sl all
arise #'av ring or disfav ring ar y Party by °irtue of the authorship of any provisions of this
Agreement.
IN WI'11TESS 'HE;RE4F, ea h of the Parties has caused kus Agreemsmt to be executQ l on its
behalf by its officer theretanto duly au.thoriz,eci, all as of t11e Effective Date.
TE AS MtJIaTICIPA POWER AG+TCY
By:
Nazne:
Title;
Date•
Attest:
Approved as to form:
Counsei for Texas Municipal Power Agency
12
Attachment 3
CiTY OF BRYAAT, TEXA.S
By:
Name:
Title:
Date:
Attest:
Appxoved a.s to form:
Counsel for the City of Bryan, Texas
CITY UF DENTON, TEXAS
B3:
Name:
Title:
Date:
Attest:
Approved as to form:
Counsel for the City of Denton, Texas
13
Attachment 3
CITY OF GARLAND, TEXAS
By.
I Tame:
Title:
Date;
A tes#:
ITY C3 C"iI2EENVILLE, TE t.S
By;
r:
rr:
Date.
A.ttest:
GEiJS, acting on behalf of the City of Crreenville
ursuant to its Charter
By:
3am:
Tit s: Chair of the Board of Trustees of the Electric
Uti1i Baard
Date:
Attest:
4
Attachment 3
ES ROW AGENT], as Escrow Agent
i T.m:
Title:
15
t
Attachment 3
a
EXHIBiT A
Fee Schedule
16
0
Attachment 3
TMPA JOINT OPERATING AGREEMENT
SCHEDULE G— MIl'TE RECLAMATION PLAN
JI H 03/30/16)
Introdnction
The purpcjse of the 1 Iline Recla ation Plan is to satisfy ail applica.ble regulatory requirements and release the mine
area from all mine reciamation obligations so that land that vas leased for mining may be retumed to its owners
and land ow ed by T1 IPA can be soid. Mir e re lamation obligati ns aze represented by a performancebond held
by the principal regula ory axrthorit vvith jurisdiction over minir g— the Railroad. Commission of Texas RCT). The
bond is released by the RCT upon demonstrati ns that regulatory performance sta.ndards ha.ve been met.
l elease oithe performa.n e bond is separat d int three phases — Phase I(release of 60% oi bonding fundsj upon a
demonstration that post-mining soils haae met the standards, Phase II(release of additiona125% ofbonding funds)
upon a demonstrati on that permanent vegetation lias been a.siequately re-established, and Phase III (release of
remaining 15% ofbonding funds) upon : demonstration that gr undwater has reaclaed equilibrium. Phase 1II bond
release represents fmal bond reiease indicating that the mine permit hoider has satisfied all the requirememts atid
the land is no longer encumbered by any reclamation obligations.
It sh4uld be noted that the lazge construction activities of mi ae reclamation have be n completed. 'T,hese included:
shaping of the surface topography; reconstruction of suitabie mine soils, filling in, or conversion of, mine pits to
end iakes, restora#ion of creeks and wetland habitats; planting of permanent grasses and trees. The temaining
reclamation and bond release work primarily consis#s of tasks such as: repair of soil erosion; evalua.tion of
vegetation productivity; sampling and analysis of mine soils, surface water, and ground water; correction of
mapping discrepancies; and mitigation of acid seeps. A11 f these acti vities are documented and submitted for
IZailroad Commission revie+ and approvai as prerequisites to bond release.
Overali status c f l tine r iamation
The overall status of min reclamatian as of the end of FY 15 (September 30, 2015} is summarized graphicaily in
Figure 1. Out of ar area of 8,825 acres of mine land that was 4riginally under bond, 1,7?. acres have be n
completely released, and an addi#ionai 4,SOZ acres have been submitted for final bond release (more detailed
information isprovided in Table .1). Finai bond re ease applic tions have been ta.king an average of two years to
process by the RCT so it is anticipated that the 2415 submitxais will be released in 2017.
Fi ure 1— Overall Statns of Sond Reiease on Mine Property
TO BESUSMITTEO AF1'ER 2016
aa a an 1 a ois 698 AC. {896} Eti)Ai. BafiiQ RELEASEII
D15
963
Attachment 3
Table 1— tatus and Plan of Final Bond Release
of Submittal date
Packet{s)
a
boaded for final bond Status
area release
Permit 26D
Mine shop faciiities 169 2% i 999 Completed (bond released in 2000)
Moody property 904 10% 09/16/11 Completed (bond raleased 01115/l3)
Rev. 21 (mappingj 232 3% 12/3/14 Completed (revision approved 12/8114)
alco property 11 i 1% 09/14/12 Completed (bond released 0$/2S/15)
Raii spur (sectiou in Permit
138 1% r°- April Next prior ty %Ilowing bond release on
26D3 20i6 section in Psrmit 3$D (vn lU/20/13)
GI Block 1,243 14fl/o 07/17/i5 Bond release inspection held on 0$/1 /1S
B 1 Blc ck 1,62 i 1% 4$/14/15 Bo ad release inspecrion held on 09l15/15
B2 Bl4ck 1,542 19% 09/9/ 15 Bond release inspection in summer 2U 16
Pr je.tsd no 5-year EF.1 to start in 2016;
Remaining areas Sfl6 b% ]aisr than vvill apply for Phase I& II in 2016 and final
July 2 32U bond release no later than 2020
Sab-Tot i Pernua Zb) 5,566 74Q/o
Permit 38D
Rev. 14 map ing) 3 8 3% 07/26/i2 mpleted (revision approved 07/3I/13}
tail sp r 55 i% 1U/9/1 Completed (bond rel aased 10/20/15)
A2 and A3 Bic>cics — Area 1 161 2p/o 'd 5-year ERP starGed O1/27/06;
I 4a.y 2 15 will apply for Phase I, II, d III in 2016
A2 and A.3 Biocks — Area 2 i,254 14% Q- June 5-year ERP started 06/4/10;
2U 16 will apply for Phase I, II, and III in 2016
Pro ected
5-year ERP started 09/30/13;
A2 and A3 Biocks — Area 3 427 5% .
iuly 20 i 9 '1 apply for Phase 1& II bond in 2016 and
final bond release in 2018
Projected no 5-year ERP to start in 2U 16;
A2 and A3 Blocks — Area. 4 54 i% 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 8,825 100%
Plan for 201b
The Mine Reclamation Plan for 2016 is to continue sui mitting bond release a.pplica.rions 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 ma.p). 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.
Attachment 3
Figure 2— Map of 2U16 Bond Release Plan
2016 Bond Release Plan
GI Mine loch
I243.' ae irs /
July 2 I5
aa r.
1,642.2 ac £n
Seplember 24I
SP - 50 Area
292 c^
5
F¢ico Area
Bond .telease
of III ar in
August 20z5
3- Er ardFs,e stock
y; 1,62I.laei
J i August 2ti152
C -.F-=--s
0 ,
lU
Rail Spur for 38D
8ond R¢Iease of 55.3 acf F
a' ' ; '
Y r in October 2015
t,'
tll 'tne Slock
Sond Release Of 90 5 ac
in Jaauary 20I3
R, $ A33firze Block
z, s o a a. vuzy
RGne Bond Biocks
7 Plo pctAroe2018
riqn ec o
NI Iha an 6rMa .
ra stu aeeos ersP
suanl000nns+aeawxelesse '
comvmordA Ares I
1'v- C01nWa ORet80 380.
r 3 A1BadB1DCkRMBslO%roB .
a e«e r aa,
s s, eme erorx a as,uee ,
r' szea,aeroaae ceaeru
G7 Bad6WCk dM6af0Aroa I
saso eoro r erue I
I
I
Attachment 3
Schedule H
INDEMNiTY ESCROW AGREEMENT
THIS INDEMI'TTY ESCR4W AGREEMENT (this "Agreeme nt"), dated as of
the "Effective Date"), is made and entered into between the Texas Municipal
Power Agency ("TMPA"), a municipal corporation and political subdivisioz of the 5tate of Texas
established pursuant to the provisions of Cha.pter lb3 0 t e 'exas Ttilities Code, the City of Brya, 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 coliectively "Participating Public Entities"
or "Cities" or individually "Participating Public Entity" ox "City"j and
a , as escrow agent (the
Escrow A,gent"}. '
RECITAL
A. TMPA and the Ci ies are parties tfl identical Pow r Sales Contracts and have entered into a
Joint Operating Agreement to address c perations fthe TMPA in mattexs other than the purchase ofPower
and Energy and to provide for the mutual rights and respor,ibilities of the 'arties as to the operations of
the Agency, including assef management, decommissioning, envisonmenta.l remediation, indermnities, and
the wintiing up of affairs ofthe Agency upan dissolution, as z ecessary and appropriate a:nd consi.stent with
Te. Util. Code Chapter 163, ubchapter G 1("Joint Uperating Agreeuxent");
B. The Joint Operating Agreennent provide for #he TMPA to esta.blish an i.ndemnity escrow to
provide for self-insurance and cover its indeznnity and defez se obiigaiions to the Cities and Participatxn
Public Entities undez Section 6.3 of the Joint Opezating Agreemer t;
C. The Joint Operating Agreement provides for the creation of an Indemnity Escrow
Agreement to fund TMPA's indemnity obiigations under Section 6.3 ofthe Joint Operating Agreement.
AGREEMENT
In consideration of the foregoing Recitals, the mutual covenants set forth in this Agxeement and
other good and valuabie consideration, the receipt and sufficiency of which is hereby acknowledged, the
Cities, TN A and the Escrow Agent agree as follows.
ARTICLE 1.
DEFINiTIONS
1.1 Defined Terms. Capitalized terms not otherwise defined in this Agreement shall have tlie
meanings given to them as follows:
Agreement" shall mean this Indemnity Escrow Agreement and the schedule refezred to herein
and attached hereta
Dispute Period" shall have the meaning given such term in Section 3.1.2
Attachment 3
Disputed Indemnity Clainn" shall have the meaning given such term in Section 3.1.2
Effective Date" sha11 ha.ve the meaning given such term in the Preamble to this Agreement,
Escrow Account" sha11 ha.ve the meaning given such term in Section 2.2.
Escrow Agent" shall have the m aning given such term in the Preamble to this Agreement.
Final Order" sha.11 have the meaning gi en such term in Section 3.1.4.
Good Utilit Praetice" means any oithe practices, methods, and a.cts engaged in or approved by
a si cant portion of the electric indusny in t e State of Te s dwring the relevant ime period, or any of
the practices, rra,ethods, and acts thai, in the e ercise of rea onable judgxn nt in light of th facts knawn at
the time tiie decision w s made, co ld haue been e pected to accomplish the desired result at
commercialiy rsasonable cost con istent with good business pra.ctices, reliability, safety, and expedition.
Good Utility Practice is not in tended 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
acceptsd in the region.
Indemnity Claim" shall mean a claim by TMPA for rekx nbursemient of insurance prer,niuzns as
permitted by Sections b.4, bS and 6.6 of the Joint Operating Agreement, defense costs axisi g from
TMPA's obligations under 6.3.1 ofthe Joint Operating Agreerr ent, or indexruufication costs arising €tom
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 federa.l,
in any legal or regulatory action or proceeding brought by any such private persons or government authority
against any one or aii of the past, present and future Participating Public Entities or Participating Public
Entity Indemnitees for any and a11 environmental damage or environmental claim of any kind azising in
any way from the operaxions of the Agency alleged to have caused damage to the Agency property,
surrounding property owned by unaffiliated third parties, ground water, soil, a.ir, or any other environmental
injury ofa.ny kind, along v rith injury to or the death of any person.
Joint Notice" shall mean a writing directed to the Escrow Agent signed by all of the Participafiing
Public Entities or their duly authorized representatives.
Joini Operati.ng A,greement" shall have the meaning given such term in the Reeitals a this
Agreement.
Laws" means any and all laws (including all statutory enactments and common law), ordin;azices,
constitutions, regulations, treaties, rules, cocles, standards, requirements, policies, guidelines, protocols,
judgments, awards, decisions, directives, consent decrees, injunctions (whether temporary, prel'uninary 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
Attachment 3
Participating Public Entity" shall mean each City, unless and until su ch Ciiy 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 In lemnitee" shall mean each past, present and fitture Participating
Public Entity, oliectively and individually, and its respective past, present az d future council members,
appointees to the TMPA Board of Directors, utility director, utility companies or entities, employees,
agents, cflntractors, subcontractors, invitees, representatives and pernutted assigns, as defined in Section
6.3 of th Joint Operating Agreement.
Party" means any of TI IPA, the Cities, the Participating Public Entities, or the Escrow Agent
and "Parties" m ans the Cities, the Participating Public Entities, TMPA and the Escrow Agent,
collectively.
Person" means an3 individual, corporation, partnership, limited Iiability company, association,
3oint stock cornpany, txust, unincorporated organization, joint vez ture, Home Rule Municipal Carporatios,
Gover mental Authflrity or other ntity vith l gal consiitu#ion vnder applicable Law.
PUC;i" sha11 mean itie Public Utility omini sion of Texas or any successor therett.
Submission 1'otice" sha11 have the rneaning given such nrr in Section 3.,.1.
TIVIPA" shall have the meaning given such term in the Prearnble to this Agreement.
1.2 Construc#ion. All article, section, subsectiom, paragraph, clause, schedule and exhibit refez'ence5
herein are to this Agreement unless otherwise specified. A11 schedules attached to this Agreement
constitute a part of this Agreement and are incorporated herein. Unless tb,e context of this
Agreement cieazly requires otherwise, (i) the singular shall include the plural and the pluxal sha11
include the singular wherever and as often as may be appropriate; (ii) the words "iz cludes" or
including" S'1311 IIle3Il "1IIC1UCIlrig Wl%lOUi 1I11t'CIOri;" 2.ILf1 111 'Clle WOLCj.S "hereof," "herein,"
hereunder," and similaz terms in this Agreement shall refez to tlus Agreement as a whole and not
any particular section or article in which such words appear.
ARTICLE 2.
ESCROW ACCOUNT
i
2.1 AppointmQnt of Escrow Agent. The Parties hereby jointly appoint the Escrow Agen,t to act as
escrow agent in accordance with the express terms and conditions set forth herein, and the Escrow
Agent hereby accepts such appointrnent.
2.2 Establishment of Escrow Account. The Escrow Agent hereby agrees to esta.blish and maintain
an account (the "Escrow Account") to hold all monies deposited with the Escrow Age t puzsuant
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
Attachment 3
2.3 Deposits into Escrow Account.
2.3.1 TMPA shall pay to the Escrow Agent fox deposit into the Escrow A,ccount tl e aznoun ts
identified in Section 6.5 of the Joint Operating Agreement.
2.3.2 TMPA shall pay any sunounts required by Section 6.5 to the Escrow Agent via wixe trans'er
ofimmediately available funds to an account designated in writing by the Escrow Agent no
less than. five (3) days after those fun s are: (i) received from the sale of Mirung Assets, or
iij as those funds are received from the sale qr operation of Transmission or Generation
Assets and required to be placed in the Indemnity Escrow, as described in Sections 3.2.3(4j,
4.2, 4.6(3) and 5.4 4j of the Joint 4perating Agxeement.
4 Investment of Amounts Held in Escrow Account. A.11 amounts held in the Escrow Account firom
time to rime shall be invested as directed from tizne to time by TMPA or, i TMPA has not made
any direction, in Uzuted States 'tz'easury securities hav'vng a maturity date no later than sixty days
50) after such date; provided TMPA shall not be entitled to direct amounts k eld in the Escrovv
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 Invess e t Act. The
Escrow Agent shall liquidate any investments in the Escrow Account as necessary to provide funds
in order to rnake any payments required by this Agreement. Annually, and quarterly, tl e Escrow
Agent shail report to 11VIPA and the Participating Pubic Entit es, the balan.ces in the Account, the
investinents held by the Account, any claims against the account far the period, and all interest,
dividends, income andloz losses associated with the Account.
ARTICLE 3.
DISSURSEMENTS
3.1 Disbursement for Indemnity Funds.
3.1.1 Notice Req^uired for Indemnitv Claim. TMFA, a Participating Public Entity or Participating
Public Entity Indemnitee who is obligated to pay an Indemnity Claim shall give notice to
all Participating Public Entiries and the Escrow Agent of an. Indemnity Claim (a
Submission Nofice"). TMPA may give notice to the Escrow Agent for the cost of
insurauce premiums as permitted by Sections 6.4, 6.5 and 6.6 of the Joint O erating
Agreement ("Insurance Premium Snbmission Notice").
3.1.2 Objection. Any Participatang Public Entity may dispute an Indemnity Claim by giving
notice of such tiispute 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 Party (the "Disputed Indemnity
Claim").
3.1.3 Pa ent. Following the Dispute Period, and no later than fifteen (1 S) days after fhe end of
the Dispute Period, the Escrow Agent sha11 pay to fihe Parry fling a Subm ission Notice the
Attachment 3
amoun# of the Indemnity Claim less the Disputed Indemnity Claim to the eattent that
amounts are then available in the Escrow Account; and
3.i.4 Effect of Objection and Resolution. The Escrow Agent shall not distribute the Disputed
Inden nity Claim until the Escrow Agent receives (a) a inal non-appealable award of an
Arbitrator or final non-appealable order of a court of competent jurisdiction (a "Final
OrdQr"}, or (bj 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 t e
Escrow Agent shall distribute to the Party filing the Indemnity Claim the amount of the
Disputsd Tndemnity 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 reznainzng
Disputed Indemnity Claim which is the subject of such Final Order or Joint Notice shall
cease to be a Disputed Indemnifiy Claim vith th same effect as if such Disputed Indemni'ty
Claa.imm had never been submitted.
3.2 Disbursement in Accorriance wi#h Joint 1'Totice, As permitted by Section b.5 of th+ Joint
Operating Agreement, the Escrow Agent shall distribute a11 or a portion of t amount tYten held in
the Escrow Account in accordance with a Joint Notice received by the Escrow Agent.
3.3 Paymeat af 3)isbursements. The Escrow Agent shall make all payments to the Party entitled to
disb rsem nts u dsr this Agreement uia wire transfer of imxnediately available funds ta an account
or aecounts designated in writing by e Party, no less than five (5) da.ys prior to the due date of
such payment; pro ided, ifthe Party entitled to disbursements under tkus Agreemcnt has not timely
provided such account designation the Escrow Agent shall make such payment as soon .s
practicable after xeceiving such account designation (but not earlier than the original due date of
such payment).
3.4 Disbursements only from Escrow Aceount. Noiwithstanding anything in tlus 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 texrris set forth herein to the extent of the Escrow Account.
3.S 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 herewnder or any
other quesrions arising under this Agreement, shall be settled either by a Joint N'otice 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 sha11 be bozne by the
Escrow Agent, but si all be paid from readily available funds in the Escrow Account. Prior to the
settlement ofany dispute as provided in this section, the Escrow Agent shall retaan in its possession,
without liability to anyone, any portion of the amouuts in the Escrow Account that is the subj ect of
such dispute.
ARTICLE 4.
THE ESCROW AGENT
4.1 Duties of the Escrow Agent, The Escrow Agent sha.l not ha.ve any duties or responsibilities under
this Agreement other than those specifically set forth herein and shall act only in accordance with
5
Attachment 3
the provisions hereof. The per n ssive right or power to ta e any action shall not be construed as a
duty to take acti n under any circumstances. Without limiting the generality of the foregoing, the
Escrow Agent shali 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 TIVIPA or the Participating Public Enti ies
other than t A eement; u ta yeri the ac.uracy or sufficiency of any notice or oih r dgcument
receivec by it in nnection with this Agreemsnt; t r (iii) to risk its own funds in the adxninistr.tion
of the Escro A oumt. The Escrow Agent m y rely upon, and shail be pro tected i.ra actir g oz
rsfraini g fiom acting upo, any vritt n noti e, tr ction or xequest furnished to t hereunder and
reasona ly elisved by i to be geauine axid to have been signed or presented by the proper Party or
Parties. The Escro v Agent shall not be required to take notice of any default or other fact or event
uriiess specifically notifisd thereof in the manner provided in this Agreement.
4.2 Liabilities of ihe Escrow Agent. The Escraw Ageztt shall not be liable to TMPA, the Cities or any
other person or entity for any loss, liabiIity or expense resulting from or arising out af any aet or
failure to act of the Escrow Agent in connection with this Agreement, other than a loss, liab lity pr
expense due to the negligence, gross negligence, breach of fiduciary duty or willfixl r isconduct on
the part of the Escrow A;ent, Without limiting the foregoing, the Escrow Agent shall not be liable
for ny error ofjudgment by it in good faiil 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 sha11 kiave futl and
complete authorization and protection for any action reasonably taken or suf.fered by it hereunder
in good faith in accordance with the opinion of such counsel.
4.3 Indemnification of th Escrow Ag nt. Each Participatin Public Entity and TMPA hereby agree
to indemnify the Escrozv Agent and hold it harmless from and against any and all claims, liabilities,
dama.ges, costs, penal#ies, losses, actions, suits or proceedings at law or ir equity, or any other
expenses, fees or charges of any chazacter r nature, tivhich the Escxow Agent may incur or with
which it may be tbrea tened, direc y or indirec ly, arising from or in any way connected witlx this
Agreement or which may result from the Escrow Agent's following of instructions from the
Participating Public Entities or TMPA in accordance with thas Agreexnent, and in connection
therewith, to indemnify the Escro v 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 inderr zufy the Escrow Agentto the extent that it is determin.ed
that the Escrow Agent has brea hed its fiduciary dti.ities, acted outside the scope o€ authority
provided by this Agreement, acted in a grossly negligent maz zer or with willful xnisconduct. The
provisions of tlais Section 4.3 sha.11 survive the termination ofthis Agreement.
4.4 Resignation of the Escrow Agent. The Escrow Agent may resign at any time by giving not less
than thirry (30) days written notice of such resignat'z;an 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 sha11 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 resigni,ng Escrow Agent shall promptly deliver all amounts
GG
Attachment 3
iri the Escrow Account to such successor escrow agent and shall thereafter have no further
obligations herewnder.
4.S Appointment of Successor Escrow Agent. TMPA and the Participating Public Entities together
may terminate the appointment of khe Escrow Agent hereunder by giving a joint written notice
specifying the date upon which such termination shall take effect. In the event of such terminaxion,
TMPA and the Participating Public Entities shall within thirry (3) days of sueh notice jointly
appoi,nt a successor escrow agen, and the Escrow Agent shall deliver a11 amounts in the Escrow
Account to such successor escrow agent.
4.6 Fees and Ezpenses of the Escrow Agent. The fees as set forth on Exhibit A to this Agreement
for the ser ices to be rendered by the Escrou Agent hereunder shall be satisfied from amounts held
in the Escrow Account.
4.7 Additional Agreements Relating to the Esc ow Agent.
4.7.1 Unless res uested by the Participatiztg Public Entities or otherwise specifical y set forkh
herein, t ie Escrow Agent shali n t be required to give any bond oz sur ty c r xeport to at y
court despite any statute, custom or rule to the contrary.
4.7.2 T13e Escrow Agent may execute any ofthe duties under this Agreement by or through agents
or receivers.
4.7.3 The Escrow Agent shall not be zequired to i.nstitute legal proceedings of any kir d.
4.7.4 The Escrow Agent mal es no representation beyond its due authorization and execution of
this Agreemen
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 tha.n 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 so ely by this Agreement.
ARTICLE S,
1VJISCELLAI'+TE4U5
5.1 Termination; Vaiver and Amendment. This Agreement shall terminate (i) upon 'khe written
agreement of T'i'FA and the Participating Public Enrities, or (ii) automatically upon the distribution
ofail amounts in the Escrow Account; provided, Sections 4.2 and 4.3 sha11 su.rvive the ternunation
of this Agreement. Any provision of this Agreement inay be waived only in writing at any time by
the Party that is entitied 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.
Attachment 3
5.2 Assignmeat. This Agreement shall not be assignable, whether by op eration f law or otherwise,
by any Parry without the prior written consent of the Participatzng Publi c Entities and TMPA, and
any purported assignment in violation of this provision shall be void ab initio.
5.3 Notices. All notices, requests, demands, claizns and other communications tha.t are required to be
or may be given under this Agreement must be an writirj,g and sha.Il be deemed to have been dulg
given hen recei ed if (i) de ivered in pers s r by courier; (ii) sent by tele opy r facsitnile
t ansmissir.n; (ij sent y recflgnized vernight delivery service, or (iv) x ailed, by registered ox
cerfified znail, pc stage pr paid retum receipt requ sted, to the intended r cipient at followi g
adc sses:
if to the PaTticipating Public Entiries:
ii fBr3 an
3fl0 S. 'I'as Aven
33ryan, Te3 as 77803-3937
979-2U9-5100
Attention: aCity 1 a age
Cit of Gt'eenvill
2821 Washingtan St.
C'rreenville, Texas 7 401
903-457-3116
Attention: City riana.ger
with a copy to:
GEUS
6000 Joe F amsey Blvd,
Crreenville, Texas 75402
Attenti4n: General l anagex'
City of Dent n
215 E. McKinney St.
Denton, Texas 76201-4229
940-349-8307
Attention: City Manager
City ofGarland
200 N Sth
Garland, Texas 75040-6314
972-205-2000
Attention: City Mana.ger
Attachment 3
if to T11/PA:
Texas Municipal Power Agen y
12824 'M 244 -
Andezson, Texas 77$30
979-209-5100
Attention: General Manager
if to the Escrow Agent:
Attn:
Fax: (
With copy to:
t,ttn:
Fax: (_)
or to such other address as any Party sha11 ha.ve 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 'ublic Entities shall be effectiv upon receipt of
either {i) a single notice signed by the director of the utility of each Participating Public Entity or
iij sepazate notices signed by the director ofthe utility of each Participating Public Entity.
5.4 Goveruing Law; Venne. This Agreement sha11 be governed by and co.strued in accordance with
the Iaws of the State of Texas, excluding any conflict of Iaw rules that may direct the application
of the iaws of another jurisdiction. The exclusive venue for the adjudication of any dispute or
proceeding arising out of this Agreement or the pe#'ormance hereof shall be ihe courts located in
MeLennan County, Texas, and the Parties hereto con sent to and hereby submit to the jurisdietion
of any court located in McLennan County, Texas.
5 Severability. If any term, provision, covenant or restriction of this Agreement is held by a eourt
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 interpreta.tion would materially
alter the rights and privileges of any party or materially alter the terms of the transactions
contemplated hereby.
S.b 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 agxeement.
Attachment 3
5.7 No Third PaMy Beneficiaries. I'Jeither this Agreement nor any document delivered in connection
with this Agreemeni confers upon any Person not a Pariy an rights or remed.ies hereunder,
5.8 Entire Agreement. This Agreement constitutes the entire agreement and supersedes a11 other rior
agreements and understandings, both oral and wzitten, among the Parties with respect to the subject
matter hereof. No representa.tion, 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 representa.tion, promise, inducement on statement of intention not so
set forth.
59 3oint Effort. The Parties ha.ve participated j ointly in the negotiation and drafting f this
Agreement. in the event an ambiguity or question of intent or interpretation arises, this Agr ement
sha11 be eonst ued as if draft cl j intl b the Parti s and no presumption or burden of proof sha11
arise favoring or disfavoring any Party y virtue of the authorship of any provisions o this
Agreement.
IN WITNESS JVHEItEOF, each of the Parties has caused tkzis Agreement to be executed on its
hehalfby its officer thereunto duly authorized, a11 as ofthe Effective Date.
TEXAS MUI i1CIPAL POW R A(,iENCX
Sy:
Name:
Title:
Date:
Attest:
Approved as to form:
Counsel for Texas Municipal Power Agency
10
Attachment 3
CITY OF BRYAI T, TEXAS
By:
Name:
Title:
Date:
Attest:
t ppzoved as t form:
Counsel for the City f Bryan, Texas
CITY OF D NTON, TEXAS
Bg:
I Tame:
Tit e:
Date:
Attest:
Approved as to form:
C unsel for the City of Denton, Texas
CITY OF GARI,AND, TEXAS
By:
Name:
Title:
Date:
Attest:
11
Attachment 3
CITY OF GREEI'+1VILLE, TEXAS
B:
I iame:
Title:
Date:
Attes:
GEUS, acting or behalf of the City of Greenville
pursuant to its Charter
B3:
Name:
7'itle: Chair of the Board of Trustees of the lect i c
U lity Boax'd
Date:
Attest;
ESCROW AGENT1, as Escrow Agent
By:
P1ame:
T tie:
12
Attachment 3
EXIiIBIT A
Fe e Schedule
13
Attachment 3