HomeMy WebLinkAbout03-1983
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INDEPENDENT CONTRACTOR'S AGREEMENT
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS: j
COUNTY `OF DENTON . ' ` The City of Denton, Texas, a Municipal Home Rule City
situated in Denton County, Texas, hereinafter called "City",
acting herein by and through its CITY MANAGER, and Tom Marur,a,
Practical Management Associates, Inc., hereinafter called
Contractor, hereby mutually agree as follows:
1. SERVICES TO BE PERFORMED: City hereby retains
Contractor to perform the hereinafter designated
services and Contractor agrees to perform the followng
services:
A. Conduct a three-day training seminar for a group
of management staff regarding Successful Middle
Management on March 8, 9, and 10, 1983.
B. Provide necessary training materials to be used
for this training program.
2. COMPENSATION TO BE PAID CONTRACTOR: City agrees to pay
Contractor for the services performed hereunder as
follows:
A. Amount of Payment for Services:
Four Thousand and Six Hundred Dollars ($4,600.00)
to include three-day training seminar for twenty
(20) participants: and all training materials for
participants.
If there are more than twenty (20) participants,
an additional charge of Two Hundred Fifty Dollars
($250.00) will be made for each participant.
INDEPENDENT CONTRACTOR'S AGREEMENT
PRACTICAL MANAGEMENT ASSOCIATES, 11.1C.-PAGE 1
.ti
B. Dates of Payment:
Payment to be made upon completion of the project
as listed below:
Conduct a three-day training program on Successful
Middle Management on March 8,9, and 10, 1983. The
training program will be presented to one
management group.
3. SUPERVISION AND CONTROL BY CITY: It is mutually
understood and agreed by and between City and
Contractor that Contractor is an Independent Contractor
and shall not be deemed to be or considered an employee
of the City of Denton, Texas for the purposes of income
tax, withholding, social security taxes, vacation or
sick leave benefits, or any other City employee
benefit. The City shall not have supervision and
control of Contractor or any employee of Contractor,
but ii- is expressly understood that Contractor shall
perform the services hereunder at the direction of and
to the satisfaction of the City Manager of the City of
Denton or his designee under this agreement.
4. SOURCE OF FUNDS: All payments to Contractor under this
agreement are to be paid by the City from funds
appropriated by the City Council for such purposes in
the budget of the City of Denton.
5. INSURANCE: Contractor shall provide at his own cost
and expense workmen's compensation insurance, liability
insurance, and all other insurance necessary to protect
Contractor in the operation of Contractor's business.
INDEPENDENT CONTRACTOW S AGREEMENT
PRACTICAL MANAGEMENT ASSOCIATES, INC.-PAGE 2
r A
6. CANCELLATION: City reserves the right to cancel this
agreement at any time by giving Contractor thirty (30)
days written notice of its intention to cancel this
Agreement.
7. TERM OF CONTRACT: This agreement shall commence on
the 1st day of March _1 1963.
ATTUST: C
, TEXA
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C R OTT ALLEN, CITY SECRE'ARY HRI HARTUNG, CITY ANAL
4 "t
CITY OF DENTONO TEXAS
APPROVED AS TO LEGAL FORM TOM MARUNA, CONTRACTOR
C. J. TAYLOR, JR., CITY ATTORNEY PRACTICAL MANAGEMENT
CITY OF DENTON, TEXAS ASSOCIATES-,-`INC.
BY: BY:
' ~/yvt
THAT Kathryn Usrey is hereby designated as the person to
administer the provision of this agree t. =P IL I=
DATE CITY MANAGER
INDEPENDENT CONTRACTOR'S AGREEMENT
PRACTICAL MANAGEMENT ASSOCIATES- INC.-PAGE 3
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NO. "'OS
AN ORDINANCE AMENDING THE ZONING MAP OF THE CITY OF DENTON,
TEXAS, AS SAME WAS ADOPTED AS AN APPENDIX TO THE CODE; OF
ORDINANCES OF THE CITY OF DENTON, TEXAS, BY ORDINANCE NO. 69-1,
AND AS SAID MAP APPLIES TO APPROXIMATELY 0.330 ACRE OF LAND OUT
OF THE TE;ASLEY MALL SUBDIVISION, AS SHOWN BY PLAT RECORDED IN
VOLUME 141 PAGE 42 OF THE PLAT RECORDS, DENTON COUNTY, TEXAS;
AND MORE PARTICULARLY DESCRIBED HEREIN; AND DECLARING AN
EFFECTIVE DATE.
I
THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY ORDAINS:
SECTION I.
The Zoning Classification and Use designation of the
following described property, to-wit:
All that certain tract or parcel of land being part of Lot 4,
Block B. Teasley Mail Subdivision, City of Denton, Denton
County, Texas, as shown by plat recorded in Volume 14, Page 42
of the Plat. Records of Denton County, Texas; said tract being
further described herein by metes and bounds as follows:
BEGINNING for the southeast corner of the tract being described
herein, at an iron pin set at the southeast corner of said Lot
4, Block B, Teasley Mali Subdivision, on the north line of
Londonderry Lane;
THENCE north 880401:3" west 150.0 feet along the said north line
of Londonderry Lane to an iron pin set in the ground;
THENCE north 0017'09" east 90.54 feet to an iron pin set in the
north line of said Lot 4, Block B;
THENCE south 89023130" east 150.0 feet to the northeast corner
of said Lot 4, Block B;
THENCE south 0017109" west 92.41 feet to the place of beginning.
is hereby changed from Multi-Family "MF-1" District Classifi-
cation Use to Planned Development-Neighborhood Services "NS"
District Classification and Use under the Comprehensive Zoning
ordinance cf the City of Denton, Texas subject to the following
conditions and restrictions and Site Plan attached hereto to-wit:
1. The use of the property shall be fo: a laundromat/
dry cleaners only.
2. The property shall be developed in accordance with
the approved site plan.
3. All applicable city of Denton subdivision
regulations# development codes, building codes and
zoning ordinance requirements shall be complied
with prior to issuance of building permits and a
certificate of occupancy.
4. The building sign as indicated on site plan in
rock bed with railroad ties shall not exceed six
(61) feet in height (measured at grade level).
Z-1556/PAUL 8. SCHUELE'R-PAGE ONE
5. The minimum distance from the southern edge of
sign to the property line shall be no less than
ten (101) feet.
6. A six (61) foot living screen or a six (61) foot
wooden fence shall be erected along the weEcern
property line.
The Zoning Map of the .:ity of Denton, Texas, adopted the 14th
day of January, 1969, as -in Appendix to the Code of Ordinances
of the City of Denton, Texas, under Ordinance No. 69-1, be, and
the same is hereby amended to show such change in District
Classification and Use.
SECTION II.
That the City Council of the City of Denton, Texas, hereby
finds that such change is in accordance with a comprehensive
plan for the purpose of promoting the general welfare of the
City of Denton, Texas, and with reasonable consideration, among
other things for the character of the district and for its
peculiar suitability or particular uses, and with a view to
conserving the value of the buildings, protecting human lives,
and encouraging the most appropriate uses of land for the
maximum benefit to the City of Denton, Texas, and , nd its citizens.
SECTION III.
That this ordinance shall be in full force and effect
immediately after its passage and approval, the required public
hearings having heretofore been held by the Planning and Zoning
Commission and the City Council of the City of Denton, Texas,
after giving due notice thereof.
PASSED AND APPROVED this the day of March, 1963.
A1qHW.,1k1RCD STEW T, MAYO
OF D ;TONp TEXAS
ATTESTt
AU/ PA
CHAR TTE ALL N, CITY SECRETARY
CITY Off' DENTON, TEXAS
APPROVED AS TO LEGAL FORMt
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY't _
L-1556/PAUL F, SCHUELER-PAGL TWO
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NO.
AN ORDINANCE AMENDING THE ZONING MAP OF THE CITY OF DENTON,
TEXAS, AS SAME WAS ADOPTED AS AN APPENDIX TO THE CODE OF
ORDINAr:ES OF THE CITY OF DENTON, TEXAS, BY ORDINANCE NO. 69-1,
AND AS SAID KAP APPLIES TO APPROXIMATELY 0.902 ACRE OF LAND OUT
OF THE P.B.B. & C.R.R. SURVEY, ABSTRACT NO. 1961 CITY OF DENTON,
COUNTY CF DENTON, TEXAS; AND MORE PARTICULARLY DESCRIBED HEREIN;
AND DECLARING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY ORDAINS:
SECTION I.
The Zoning Classification and Use designation of the
following described property, to-wit:
All that certain 0.902 acre tract or parcel of land situated in
the B.B.B. & C.R.R. Survey, Abstract No. 196, City of Denton,
County of Denton, Texas, said tract being part of tract shown by
deed to the Burl Arrington Estate as recorded in Volume 936,
Page 397 of the Deed Records of Denton County, Texas; said tract
being further described herein by metes and bounds as follows:
BEGINNING for the northeast corner of the tract being described
herein, at an iron pin found at the southeast corner of Triangle
Addition as shown by plat recorded in Volume 16, Page 4 of the
Plat Records of Denton County, Texas, said corner being also the
northeast corner of said Burl Arrington Estate Tract and lying
in the western line of Farm Market Road No. 1830 (Country Club
Road);
THENCE south 0009' west 110.0 feet to an iron pin set in the
ground in said western line of Farm Market Road No. 1830;
THENCE south 89049140" west 357.64 feet to an iron pin set in
the ground;
THENCE north 0026' east 110.0 feet to the northwest corner of
said Burl Arrington tract;
THENCE north 89049140" east 357.1 feet to the place of beginning.
is hereby changed from Light Industrial "LI" District Classifi-
cation Use to Planned Unit Development District Classification
and Use under the Comprehensive Zoning Ordinance of the City of
Denton, Texas subject to the following conditions and
restrictions and Site Plan attached hereto to-wits
1. A preliminary and final plat must be developed in
accordance with City of Denton Subdivision
Regulations, and approved by the proper
authorities.
2. The development must conform with the approved PD
Site Plan.
The Zoning Map of the City of Denton, Texas, adopted the 14th
day of January, 19691 as an Appendix to the Code of Ordinances
of the City of Denton, Texas, under Ordinance No. 69-1, be, and
the same is hereby amended to show such change in District
Classification and Use.
Z-1557/JACK BELL, JR.-PAGE ONE
SECTION II.
That the City Council of the City of Denton, Texas, hereby
finds that such change is in accordance with a comprehensive
plan for the purpose of promoting the general welfare of the
City of Denton,. Texas, and with reasonable consideration, among
other things for the character of the district and for its
peculiar suitability or particular uses, and with a view to
conserving the value of the buildings, protecting human lives,
and encouraging the most appropriate uses of land for the
maximum benefit to the City of Denton, Texas, and its citizens.
SECTION III.
That this ordinance shall be in full force and effect
immediately after its passage and approval, the required public
hearings having heretofore been held by the Planning ?nd Zoning
Commission and the City Council of the City of Denton, Texas,
after giving due noti:e thereof.
PASSED AND APPROVED this the day of March, 1983.
N~06 / . L
I R O. ST WA , MAYOR
CI OFD TON, TEXAS
ATTEST:
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T'4F~b h Cth: AR7
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY sC
7" 7'
Z-1557/JAeK BELL, JR.-PAGE TWO
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NO.
AN ORDINANCE AMENDING THE ZONING MAP OF THE CITY OF DENTON,
TEXAS, AS SAME WAS ADOPTED AS AN APPENDIX TO THE CODE OF
ORDINANCES OF THE CITY OF DENTON, TEXAS, BY ORDINANCE NO. 65-11
AND AS SAID MAP APPLIES TO AN APPROXIMATELY 12,060 SQUARE FOOT
LOT LOCATED AT 1411 BERNARD STREET, CITY OF DENTON, COUNTY OF
DENTON, TEXAC; AND MORE PARTICULARLY DESCRIBED HEREIN; AND
DECLARING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY ORDAINS:
SECTION I.
The Zoning Classification and Use designation of the
following described property, to-wit:
All that certain lot, tract or parcel of land lying and being
situated in Denton County, Texas, and being out of the Alexander
Hill Survey, Abstract No. 623, and being part of the ten acre
tract conveyed by W. C. Bains and wife to P. T. Seymore on the
7th day of January, 1890, as shown of record in Volume N, Page
31 Deed Records of Denton County, Texas, and being a part of a
11-3/4 acre tract described in deed from T. P. Burge to H. P.
Hancock, as shown of record in Volume 170, Page 351, Deed
Records of Denton County, Texas, and more particularly described
as follows:
BEGINNING at a stake for corner in the west boundary line of
said H. P. Hancock Tract, said corner being in the east boundary
line of Bernard Street and being 210.0 feet south of the
northwest corner of said 11-3/4 acre tract;
THENCE east 146.5 feet to a stake for a corner;
THENCE south 75.0 feet to a stake for a corner;
THENCE west 150 feet to a stake for corner in the east boundary
line of said Bernard Street and the west boundary line of said
Hancock Tract;
THENCE north 2040' east with the west boundary line of said
Hancock Tract and the east boundary line of Bernard Street, 75.0
feet to the place of beginning.
is hereby changed from Single Family "SF-7" District Classifi-
cation Use to Planned Development-Multi-Family Use District
Classification and Use under the Comprehensive Zoning Ordinance
of the City of Denton, Texas subject to the following conditions
and restrictions and Site Plan attached hereto to-wit:
1. The property shall be developed in conformance with
the approved site plan, as well as, subdivision
regulations and applicable development and building
codes of the City of Denton.
The Zoning Map of the City of Denton, Texas, adopted the 14th
day of January, 19691 as an Appendix to the Code of Ordinances
of the City of Denton, Texas, under Ordinance No. 69-1, be, and
the same is hereby amended to show such change in District
Classification and Use.
2-1561/JOE BELEW-PAGE ONE
SECTION II.
That the City Council of the City of Denton, Texas, hereby
finds that stich change is in accordance with a comprehensive
plan for the pur,"se of promoting the general welfare of the
City of Denton, Texas, and with reasonable consideration, among
other things for tte character of the district and for irs
peculiar suitability or particular uses, and with a view t_)
conserving the value of the buildings, protecting human li.Nus,
and encouraging the most appropriate uses of land for the
maximum benefit to the City of Denton, Texas, and its citizens.
SECTION III.
That this ordinance shall be in lull force and effect
immediately after its passage and approval, the required public
hearings having heretofore been held by the Planning and Zoning
Commission and the City Council of the City of Denton, Texas,
after giving due notice thereof. f
PASSED AND APPROVED this the day of March, 1983.
I- z /ff'~4
FC R O. PEWA , MAYOR N-If
CIT OF D TON, TEXAS
ATTEST:
CHARLO'T'TE ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY AZTORNEY
CITY OF DENTON, TEXAS
SYs nk~...~ /f-
Z-1561/JOE BELEW-PAGE TWO
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NO.
AN ORDINANCE AMENDING SECTION 24-67 OF CHAPTER 24 OF THE CODE OF
ORDINANCES OF THE CITY OF DENTON, TEXAS, BY DELETING WINDSOR
DRIVE FROM BONNIE BRAE TO EAST END NEAR OLD ORCHARD LANE; AND
DECLARING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY ORDAINS:
SECTION I.
That Section 24-67 of Chapter 24 of the Code of Ordinances
of the City of Denton, Texas is hereby amended by deleting from
subparagraph "e" the following streets from said designated
truck route:
22. Windsor Drive from Bonnie Brae to east end near
old orchard Lane.
SECTION II.
That this ordinance shall become effective from and after
its date of passage.
PASSED AND APPROVED this the 1st day of March, 1983. -IS I RD 0. TEWA , MAYOR
CIT OF D 7TON, TEXAS
ATTEST:
C TT ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
NTON, TEXAS
CITY 4;:~s OF DE
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FLOW MMORIAL HOSPITAL
Financial Statements and Schedules
September 30, 1982 and 1981
(With Auditor's Report Thereon)
Certified Public A countants
Suite 1400
Thanksgiving Tower
1601 Elm Street
Peat, Marwick,Mitchell &Ca Dallas, Texas 75201
The Board of Directors
Flow Memorial Hospital:
We har? examined the balance sheets of Flow Memorial Hospital as of
September 30, 1982 and 1981 and the related statements of revenues and
expenses, changes in fund balances and changes in financial position of
unrestricted funds for the years then ended. Our examinations were made
in accordance with generally accepted auditing standards and,
accordingly, included such tests of the accounting records and such other
,auditing procedures as we considered necessary in the circumstances.
la our opinion, the aforementioned financial statements present fairly
the financial position of Flow Memorial Hospital at September 30, 1982
and 1981 and the results of its operations, the changes in its fund
balances and the changes in financial position of its unrestricted funds
for the years then ended, in conformity with generally accepted
accounting principles applied on a consistent basis.
Our examinations -,ere made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary data
included in Schedules 1 and 2 are presented for purposes of additional
analysis and are not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in
the examinations of the basic financial statements and, in our opinion,
are stated fairly in all material respects in relation to the basic
financial statements taken as a whole,
,
November 19, 1982
F
Sep
Assets 1982 1981
Current:
Cash and cash equivalents $ 68,443 1370902
Patient accounts receivable, net of allowances
for contractual adjustments and doubtful accounts
of $555,000 in 1982 and $362,000 in 1981 2,9819109 20155,231
Accounts receivable - other 92,209 68,914
Inventories 3189287 252,086
Prepaid expenses 741734 56 680
Total current assets 3,534,782 2,670813
Board designated:
Certificates of deposit 259,095 125,000
Assets designated for retirement of
revenue bonds, principally cash (note 6) 71,848 55,398
330_1943 _ 180,398
Property, plant and equipment (note 6):
Land and land improvements 161,469 1559817
Buildings 21943,464 2,915,512
"j Fixed equipment
2,063,651 1,956,399
Major movable equipment 2,618,967 2,121,561
Less accumulated depreciation and amortization 7,187,551 70149,289
Net property, plant and equipment 4,214,744 3,833 319
39572,807 3 315,319
Total unrestricted funds
M
See accompanying notes to financial statements.
MEMORIAL HOSPITAL
Balance Sheets
ber 30, 1982 and 1981
Liabilities and Fund Balances 1982 1981
STRICTED FUNDS
Current:
Current installments of long-term debt (note 6) $ 287,017 252,319
Accounts payable 1,1139018 688,720
Accrued expenses 462,015 393,748
Due to Governmental agencies for settlement of
cost reimbursements (note 4) 17,247 22.383
Total current liabilities 1,879297 1,357,170
Long-term debt, excluding current installments
(note 6) 775,609 664,551
Fund balances:
Undesignated 1,709,220 1,3609234
Board designated 330,943 180,398
Property, plant and equipment 21743,463 2,604,177
Total fund balances 4,783,626 4,1449809
Commitments (notes 5 and 6)
Total unrestricted funds $ 1.438532 b j
FLOW MEMORIAL HOSPITAL
Statements of Revenues and Expenses
Years ended September 30, 1982 and 1981
1982 1981
Patient service revenue (note 3):
Inpatients $ 12,2269779 10,279,066
Outpatients 114443346 2,041,135
Total patient service revenue 13,671,125 11,320,201
Deductions from patient service revenue:
Contractual adjustments - Medicare and
Medicaid (note 4) 552,238 5710680
Provision for doubtful accounts 1,1899547 7520027
Charity services 449,251 358,843
Other -2201604 2199942
Total deductions from patient service
revenue 21411,640 19902,492
Net patient service revenue 11,2599485 9,417,709
Other operating revenue 1649188 159,917
Total operating revenue 11,423,673 9,577,626
Operating expenses:
Nursing services 3,950,102 302149679
Other professional services 39530,147 29920,951
General services 2,0540346 1,8049692
General and administrative 19311,738 19141,123
Depreciation and amortization 422,797 380$11
Interest 98,657 79,781
Total operating expenses 119367,787 9,541,543
Operating revenues over
operating expenses 559886 36,083
Nonoperating revenue (expeuse):
Unrestricted contributions (notes 2 and 7) 4089122 3050437
Interest income 52,038 31,246
Loss on disposal of assets b 727)
Net nonoperating revenue 453,433 336,683
Excess of revenues over expenses $ 50931 372.7bb
See accompanying notes to financial statements.
FLOW MEMORIAL HOSPITAL
Statements of Changes in Fund Balances
Years ended September 30, 1982 and 1981
UNRESTRICTED FUNDS
1982 1981
Balance at beginning of year $ 4,144,809 3,7682477
Excess of revenues over expenses 509,319 372,766
Transfers from restricted fund _ 129,498 3,566
Balance at end of year $ 7 "Ni.&W
RESTRICTED FUND
Balance at beginning of year $ - -
Restricted gifts and bequests (dote 7) 1290498 3,566
Transfers to unrestricted funds (129.498) (3,566)
Balance at end of year $ - -
See accompanying notes to financial statements.
FLOW MEMORIAL HOSPITAL
Statements of Changes in Financial Position of Unrestricted Funds
Years ended September 30, 1982 and 1981
1982 1981
Funds provided:
Operating revenues over operating expenses $ 559886 36,083
Lese operating expenses not requiring funds -
depreciation and amortization 422,797 380,317
Funds derived from operations _+78,683 416,400
Nonoperating revenue and expense, net 453,433 336,683
Funds derived from operations
and nonoperating revenue 932,116 753,083
Proceeds from long-term debt 534,733 1499599
Transfers from restricted funds 1299498 _ 3,566
Funds used:
Additions to property, plant and equipment, net 680,285 3130731
Current installments and repayments of long-term debt 423,615 2810174
Increase in board-designated funds 150,545 134,034
Increase in working capital 3411842 177,309
Changes in components of working capital:
Increase (decrease) in current assets:
Cash and cash equivalents (69,459)(1070927)
Patient accounts receivable 8159878 416,014
Due from Governmental agencies for settlement
of coat reimbursements - (253000)
Accounts receivable - other 23,295 28,606
Inventories 66,201 (14,934)
Prepaid expenses 189054 10 415
863,969 307,174
Increase (decrease) in current liabilities:
Current installments on long-term debt 34,698 600089
Accounts payable 4240298 (29,329)
Accrued expenses 680267 760722
Due to Governmental agencies for settlement
of cost reimbursements (5,136) 22,383
522,127 I29,855
Increase in working capital $ 341.842
See accompanying notes to financial statements.
FLOW MEMORIAL HOSPITAL
Notes to Financial Statements
September 30, 1982 and 1981
(1) Summaryof Si ag if.icant Accounting Policies
The Hospital reports in accordance with the "Hospital Audit Guide"
published by the American Institute of Certified Public Accountants. The
following are the more significant accounting policies used in the
preparation of the accompanying financial statements, some of which are
unique to nonprofit hospitals:
(a) Restricted funds are used to differentiate funds, the use of
which is limited as to use by the donor, from funds on
which the donor places no restriction or which arise as a
result of the operation of the Hospital for its stated
purposes. Restricted gifts are accounted for as additions
to the restricted fund balance.
(b) Third party contractual revenue adjustments are accrued on an
estimated basis in the period the related services are
rendered. The estimated amounts are based upon completed
cost reimbursement reports prepared at the Hospital's
year-end; however, such amounts are subject to audit by the
fiscal intermediary. Such adjustments, if any, are
included in contractual revenue adjustments in the year of
determination.
(c) Patient service revenue is recorded at list prices, with
contractual adjustments, charily services, allowances and
provisions for uncoilectible accounts deducted to arrive at
net patient service revenue.
(d) Property, plant and equipment is stated at cost, or in the
case of property donated to the Hospital, at the fair
market value at the date of the donation, which is thto
treated as cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the
respective assets as follows:
Years
Laad improvements 5-30
Buildings 15-35
Fixed equipment 5-30
Major, movable equipment 3-21
(Continued)
2
FLOW MEMORIAL HOSPITAL
Notes to Financial Statements
Equiproeat acquired in lease transactions which are in substance
financing arrangements (capital leases) are accounted for as
installment purchases. The capitalized lease obligations reflect
the future lease payments discounted at the interest rates
implicit in the leases and are depreciated using the
straight-line method over the estimated useful lives of the
capitalized equipment.
(e) The Hospital's policy is to fund depreciation and losses on
disposals of property, plant and equipment. Cash equal to
these annual amounts is transferred from the unrestricted
fund to the board-designated fund when available.
(f) Inventories, consisting primarily of pharmaceuticals and
supplies, are stated at the lower of cost (first-in,
first-out method) or market.
(g) Investment income, unrestricted gifts and gains or losses on
disposals of equipment of the unrestricted funds are
recorded as nonoperating revenue (expense).
(h) Accrued pension costs are funded annually.
(i) Income taxes are not provided since the Hospital is a
nonprofit institution exempted from Federal income taxes.
(j) Certain reclassifications have been made to the 1981
financial statements to conform to the presentation of the
1982 financial statements.
(2) Ownership
The Hospital is jointly owned by the City and County of Denton, Texae and
operates under the authority of Texas Civil Statute Article No. 4494(i)-1
through a joint City-County hospital board without taxing powers. The
Board is composed of seven members; four appointed by the Commissioners
Court of Denton County and three appointed by the City Council of the
City of Denton.
Contributions to the Hospital were as follows.
1982 1981
City of Denton, Texas $ - $ 159998
County of Denton, Texas 300,000 237.659
$ 3QQ~.000 ~
(Continued)
3
FLOW MEMORIAL HOSPITAL
Notes to Financial Statements
In 1968 Denton County issued general obligation bonds for the purpose of
financing Hospital expansion. Approximately $325,000 and $335,000 were
unpaid at Septembe- 30, 1982 and 1981, respectively. Principal and
Interest are paid from County taxes. Since these bonds are being paid
from County taxes, they have not been reflected in the Hospital's
records or financial statements. During 1982 and 1981, the County made
principal payments of $10,000 and $0 and interest payments of $11,961
and $12,141, respectively.
(3) Total Patient Service Revenue
A substantial portion of total patient service revenue is generated by
patients who qualify for Medicare and Medicaid programs funded by govern-
mental agencies. The approximate percentages of such revenue included in
total patient service revenue were 30% in 1982 and 31% in 1981.
(4) Due to Governmental Agencies for
Settlement of Cost Reimbursements
The Hospital's cost reports for all years through September 300 1981
for Medicare and Medicaid have been examined and final settlements
determined by the governmental agencies' intermediaries. The net
payable to governmental agencies for settlement of cost reimburse-
ments of the Hospital at September 30, 1982 and 1981 amounted to
$17,247 and $22,383, respectively, which includes estimates based on
Hospital cost reimbursement reports for 1982 and 1981.
(5) Pension Plan
The Hospital sponsors a'money purchase pension plan with an insurAnce
company. All full-time employees who have completed one full year of
continuous service and are at least 25 years of age are eligible to
participate in the plan. Under this plan, the employees must contribute
at least 2% of their earnings and the Hospital contributes an amount
equal to 5% of the employee's earnings. The pension plan costs approxi-
mated $59,000 and $58,000 for 1982 and 1981, respectively.
(Continued)
4
FLOW MEMORIAL HOSPITAL
Notes to Financial Statements
(6) Long-term Debt
A summary of long-term debt at September 30, 1982 and 1981 follows:
1982 1981
Denton County - City of Denton, Texas
Hospital Board revenue bonds:
1975 series $ 2709000 2759000
1975-A series 160,000 220,000
430,000 495,000
Capitalized computer lease 819699 1289644
Equipment notes payable 550,927 2933226
1,062,626 916,870
Less current installments _ 287,017 252,319
Long-term debt, excluding current
installments $ 77 664551
The revenue bonds were issued in connection with a major facility's
improvement and expansion program b,_tween 1975 and 1977. The related
bond agreements contain various restrictive covenants, including first
lien on all revenues of the Hospital, limitations of additional long-term
obligations and use of funds ($:31,848 and $55,398 at September 30, 1982
and 1981, respectively) to comply with the redemption provision of the
bond agreements. The Hospital was in compliance with all conveaants as
of September 30, 1982 and 1981.
The repayment provisions are as follows:
(a) 1975 series - payable annually each July 1 in amounts of
$10,000 through 1986 with the remaining balance of $230,000
subject to mandatory redemption annually from July 1, 1987
through 2000 in amounts ranging from $10,000 to $25,000.
The interest rate is 6.98%.
(b) 1975-A series - payable annually in amounts of $20,000
beginning July 1, 1987 through 1994. The interest rate is
7.25%.
(Continued)
5
FLOW MEMORIAL HOSPITAL
Notes to Financial Statements
Annual minimum lease payments for the capitalized computer lease and the
present value of the minimum lease payments as of September 300 1982 are
as follows:
Amount
Year ending September 30:
1983 $ 56,781
1484 28,390
Total minimum lease payments 85,171
Less amount representing interest 3 472)
Present. value of minimum
lease payments $
Equipment notes payable are collateralized by equipment with a depreciated
cost of $640,987 at September 30, 1982.
Scheduled payments on long-term debt, excluding capital leases, are as
follows:
Amount
Year ending September 30:
1983 $ 2330708
1984 190,987
1985 157,975
1986 120,194
1987 76,657
$ u4~
(7) Flow Memorial Hospital Foundation. Inc
Flow Memorial Hospital Foundation, Inc., a tax-exempt, not-for-profit
organization, was established to preserve quality hospital and medical
care for the residents of Denton County, Texas. The Foundation's bylaws
provide that all property and money given to the Foundation be
distributed to or held solely for the benefit of the Hospital. In the
absence of donor restrictions, the Foundation's Board of Directors have
discretionary control over the amounts to be distributed to the F.ospital
and the purposes for which the funds are to be used. Since the
Foundation is a separate entity and is not controlled by the Hospital,
its finstAcial statements are not included herein; however, at
September 30, 1982, the Foundation's total assets (unaudited) amounted to
approximately $874,000.
6
FLOW MEMORIAL NOSPPTAL
Notes to Financial Statements
A summary of the contributions made by the Foundation to the Hospital for
the years ended September 30, 1982 and 1981 is as follows:
1982 1981
Unrestricted contributions - recorded
in the Hospital's statement of revenues
and expenses as nonoperating revenue $ 49,053 51,760
Restricted contributions - recorded in
the Hospital's statement of changes
in restricted fund balance 92,228 316
(8) Employee Insurance Benefit Plan
The Hospital has an Employee Insurance Benefit Plan for the purpose of
providing health and welfare benefits in the event of injury or sickness
to its employees. Employees may obtain dependent coverage by remitting a
monthly premium to the Hospital. Effective October 1, 1981, the Hospital
also obtained disability coverage for all directors along with dental
insurance for all employees and dependents. Health and welfare costs
approximated $143,000 and $73,000 for 1982 and 1981, respectively.
Schedule 1
FLOW MEMORIAL HOSPITAL
Patient Service Revenue
Years ended September 30, 1982 and 1981
1982 1981
Routine services $ 321392522 2,8979137
Special services:
Intensive care 229,925 2449675
Coronary care 516,756 442,044
Nursery 656,949 469,650
Obstetrics 682,227 5590899
Labor and delivery 435,196 326,711
Operating room 4820362 398,986
Recovery room 114,432 99,765
Emergency room 411,396 3720825
Central supply 892,688 755,268
Laboratory 11190,606 1,0159949
Blood bank 98,381 720548
Radiology 7339959 675,090
Nuclear medicine 1152590 148,179
Pharmacy 1,1569808 917,896
Intravenous therapy 851,648 592,494
Anesthesiology 4709956 3759757
Electrocardiology 255,911 237,728
Physical therapy 1350137 1150478
Inhalation therapy 8073251 591,357
Social services 16,166 109765
Home health services 277,259 -
$ 13.671.125 11.320.201
See accompanying auditor's report.
Schedule 2
FLOW MEMORIAL HOSPITAL
Operating Expenses
Years ended September 30, 1982 and 1951
Nursing service.: 1982 1981
Routine care
Intensive care $ 115489258 192149930
Coronary care 217,785 205,265
Nursery 429,401 351,138
Obstetrics 353,075 277,292
Labor and delivery 230,492 173,382
Operating room 3349692 2669294
Recovery raom 3182323 2180978
44,
82 38,085
Emergency room
4773 3, 3 388 406,315
3,950,!02 3,214,679
Other professional services:
Central supply 4969112 394,309
Laboratory 531,426 463,174
Blood bank 63,237 429277
Radiology 314,260 3370846
Nuclear medicine
Pharmacy 78,512 739316
Anesthesiology 562,409 510,731
Electrocardiology 241,966 234,865
Physical therapy 181,980 166,676
Inhalation therapy 88,411 68,458
Social services 2482992 191,803
Home health services 374,550 297,384
In-service education 192,211
Medical records 4,170
155,915 135,942
3,530,147 29920,951
General services:
Dietary 625,296 586,812
Plant operation 9659766 7770941
Housekeeping 351,122 3230867
Laundry
_ 1122162 ]16,072
2,054.346 1L804,6
92
General and administrative services:
Administrative 624,538 499,789
Fiscal 637,200 641,334
1,311,736 1,141,123
(Continued)
2 Schedule 2 Cont.
FLOW MEMORIAL HOSPITAL
Operating Expenses, Continued
Depreciation and amortization: 1982 19,81
Land improvements
Building
Fixed equipment $ 8'754 6,260
Major movable equipment ,961
659917 6 66b,239
262,503 222,857
Interest - 422_ 797 380,317
98 19'' 81
S 367 9~.
See accompanying auditor's report.
I
x
Li NEW ISSUE
INTEREST EXEMPT, IN THE OPINION OF BOND COUNSEL„ FROM PRESENT
FEDERAL INCOME TAXES UNDER EXISTING LAW.
$379,960,000
Texas (Municipal Power Agency
Refunding Revenue Bonds, Series 1983
Dated: March 1, 1983 Duey: September 1, as shown below
The Series 1P83 Bonds are coupon bonds in the denomination of $5,000 each, registrable as to principal only.
The principal of bonds payable to bearer, and interest on all bonds (September 1, 1963, and semiannually thereafter
on each March 1 and September 1), are payable at The Chase Manhattan Banc, N.A., New York, New York, or,
at the option of the holder, at BancTEXAS Dallas N.A., Dallas, Texas. The principal of bonds registered as to
principal (unless registered to bearer) is payable nnty at the oh!ce of BancTEXAS Dallas N.A., Dallas, Texas, as
Registrar.
i; Tho Series 1983 Bonds are subject io redempfion prior to maturity as described hereln.
The proceeds of the Serles 1983 Bonds, together with other available monies, will be used to refund $268,915,000
of Revenue Bonds of the Agency presently outstanding. The Series 1983 Elonds are on a parity with $957,385,000
Revenue Bonds of the Agency remaining outstanding after such refunding and are payable solely from the
Not Revenues of the Agency pledged therefor, the Bond Fund and certain other special funds. The Cities
of Bryan, Denton, Garland and Greenville, Texas have entered Into Power Sales Contracts with the Agency
obligating the Cities to purchase from the Agency, sub)ect to certain exceptions, all of their electric energy
requirements not generated by their a:fisting electric systems. Additionally, If money on deposfl in the Bond
Fund Is lose than the amount then required to be on deposit (hereln, each City Is obligated to pay directly
to the custodian of the Bond Fund Its Percentage Snare of the amount sufficient to satisfy such require-
mcnts. All amounts payable by the Cain under sold Contracts are paryble solely from the revenues of their
respective electric systems and constitute operating expenses thereof, and are not payable from taxes or any
other revenues of the Cities. The Agency has no taxing power. The State of Texas Is not liable on the Bonds end
they are not a debt of the State.
$70,535,000 Serial Bonds
Out Due Pike
September 1 Aniount Rate Price September t or
Amount Rate Yfe1d
alj 1988 $3,570,000 6Y:% 1000/, 1995 $5,000,000 8.70% IDO%
1989 3,605,000 7 100 1996 5,000,000 8.85 100
1990 4,070,000 7V: 100 1997 5,000,000 9 100
1991 4,375,000 7N4 100 1998 5,000,000 9,10 100
1992 4,715,000 8 100 1999 5,000,000 9.20 100
1993 5,000,000 8Y4 100 2000 5,000,000 9.30 100
1994 5,000,000 8Y2 100 2001 5,000,000 9.30 9.35
2002 5,000,000 9.40 100
$ 95,470,000 91/2% Term Bond, Out Septemler 1, 2003 @ 100%
$213,955,000 9%% Term Bonds Due Seplem'oer 1, 2012 @ 99.50
(Accrued Interest to be added)
The Series 1983 Bonds are offered when, as and if Issued and recehed by the Underwriters, and subject to the
approval of legality by the Attorney General of Texas and Messrs. Dunas, Huguenin, B.wthman d Morrow, Dallas,
Taxes, Bond Counsel. Certain legal matters will be passed on for the Underwrlters ty Messrs. Hutchison Price
Soyle d Brooks, Dallas, Texas, and for the Agency by Frank. H. Bass, Jr., Esq., Director of Legaf Services. It is
expected that the Series 19b3 Bonds in definitive form wlll be availabl,, for delivery In New York, New York, on or
about March 29, 1983.
Salomon Brothers Inc -
Goldman, Sachs & Co.
Merrill Lynch White Weld Capital Markets Group
Merrill Lynch, Pierce, Fenner & Smkh Iwo porated
Smith Barney, Harris Upham & Co.
L► o porsted
Blyth Eastman Paine Webber
March 4, 1983 1worporated
No .sealer, broker, salesman or other person has been authorized by the Texas Municipal Power
Agency or by the Undeneriters to give any information or to make any representations, other than as
contained in this Official Statement, and if given or made such other information or representations
roust not be relied upon as having been authorized by the Agency or the Underwriters. This Official
Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of, the Series 1953 Bonds, by any person in any jurisdiction in which it is unlawful for
such person to make such offer, solicitation or sale.
The information set forth herein has been fumished by the Texas Municipal Power Agency and
includes information cbtained from other sources which are believed to be reliable, but is not
guaranteed as to accur.tcy or completeness by, is not to be construed as a representation by, the
Underwriters. The information and expressions of opinion contained herein arc subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the
Agency or the Cities since the date hereof.
TABLE OF CONTENTS
Page Page
Introduction 1 Rate Covenant of Citid 28
Backgrerund I Sale of Electric Distribution System by
Approved Projects . 2 Cities; Assignment of Rights s8
Power Sales Contract . 2 Amendments 28
Use of Procerls and Refinancing Plan z Summary of Certain Provisions of the
The Agency 4 Resolution Z8
Powers under the Act A Pledge of Revenues and Fuods.
Governmental Structure 4 Application of Revenues 28
bfanagaunt 4 Revenue Fund Z8
Financial Statements 5 Bond Fund 29
Description of the Series 1983 Bonds 6 Reserve Fund 29
Cenera! 6 Contingency Fund 29
Optional Redemption 6 Con truction Fund 30
Mandatory Redemption of Term Bonds 6 Investment of Moneys in Funds 30
Security for the Bonds 7 Additional Bornis 30
Fledge 7 Refunding Bonds 31
Rate Covenants 1 Subordinated Indebtedness 31
Contract Obligations of Cities and Agew; 7 Incurrence of Other Indebtednev 31
Application of Series 1993 Bond Proceds 8 Covenant as to Rates and Charges 31
The Protects 9 Certain Other Covenants 31
Approved Projects 9 Amendment of Resolution 33
Gibbons Creek 9 D'.scharge of Indebtedness 33
Comanche Peak 12 Nt6ce of Redemption of Bonds 34
System Development and Events of Default and Remedies of Holden 34
Reliability Expenditures 15 Summary of Certain Provisions of the
Load and Energy Requirements and folk Ownershlp Agreement 35
Resources 15 Facto:s Affecting the Electric Ut;lity
Projected f Operating Results and Industry 36
17 Regulatory Bodies 36
Projected Agency Operating Results 17 Public Utility Cora-4"ion 36
Projected Agency Cost of Power 18 Available Information Regarding the
Cities Electric Systems 18 Companies 37
Bryan 19 Litigation 37
Denton 19 Tax Exemption 37
Culand 20 Certain Legal Matters 38
Greenville 20 Verification of Arithmetical and
Historical City Electric Utility Mathematical Calculations . 38
Operating Statistic 21 [Aga] Investment In Teas 38
Historical City Utility Systems Ratings. 38
Operating Results 22 Underwriting 38
Debt Service Requirements 24 Appendices
Summary of Certain Provisions of the Appendix A - Report of R. N. Beck and Aswetates
Power Sies Contract 25 Appendix B - Cities Utility Systems Condensed
Sale of Funver and Energy 25 Balance Sheets
Purposes for which Bonds mty be ]sn,ed; Appendix C-Agency Financial Statements
Approvals Required 25 Exhibits
Election of Opans upon Daapprova! 25 Eslul3it I - Pr%,posed Form of Opinion of Bond
Rates and Charges 25 Counsel
Payments by Cities . 26 Exhibit If - Glossary of Certatn Tern: Used In this
Ae-teatimes of Agent' 27 oHcial Statement
TEXAS MUNICIPAL POWER AGENCY
P.O. Box 229
Anderson, Texas 77830
(713) 873-2013
BOARD OF DIRECTORS
Charles Matthews, President Garland
Avon Acker, Vice President Greemille
Rolan3 Vela, Secretary-Treasurer Denton
Wayne Gibson Bryan
William F. Magee Garland
Jerry Ransom Greenville
Richard Smith I"ryan
Richard Stewart Denton
MANAGEMENT
Ed L. Wagoner General !Manager
Frank H. Bass, Jr. Director of Legal Services
William P. Freeman Director of Financial Services
BOND COUNSEL
DUMAS. IfMUMV, BWMMAN & Munnow
Dallas, Texas
CONSULTING ENGINEER
R. W. Brxx AND Assocu-run
Denver, Colorado
FINANCIAL ADVISOR
FIRST SOUTHWEST COMPANY
Mercantile Dallas Building
Dallas, Texas 75201
t
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I
SUNfMARY
The following information is qualified in its entirety by the detailed information, financial
statements and estimates appearing elsewhere in (his Official Statement, reference to which is hereby
made for all purposes.
The Issuer
Texas Municipal Power Agency is a joint powers agency, without taxing power, created by the
Cities of Bryan, Denton, Garland and Greenville, Texas, having the power to generate, transmit and
sell or exchange electric energy to the Cities, and to private entities which are joins. owners with the
Agency of electric generating facilities within the State.
The Bondy
The $379,%0,000 Texas Municipal Power Agency Refunding Revenue Bonds, Series 1933 are
dated March 1, 1983, and mature annually from 1983 through 2002, both inclusive, and in 200,3 and
2012. Interest will be paid on September 1, 19&&3, and on each March I and September 1 thereafter
until the earlier of maturity or redemption. The Series 1983 Bonds and coupons are payable to
bearer with provision for registration as to principal.
Redemption Provisions
The Series 1983 Bonds are subject to redemption on and after March 1, 19913, in whole on any
date, and in part (by maturity as selected by the Agency and by lot within a maturity) on any interest
payment date, at 1013% of the principal amount and at declining percentages beginning March 1, 1991,
plus accrued interest, as more fully described herein. The Series 1933 Bonds due 2003 and 2012 are
subject to mandatory redemption in part by lot at a price of 1007o of the principal amount thereof
plus accrued interest, as more fully described herein.
Use of Proceeds
The proceeds of the Series 1983 Bonds, together with other available monies, will be used to
refund $283,915,000 of Revenue Bonds, Series 1932 of the Agency.
Security and Source of Payment
The Series 1939 Bonds are on a parity with 5957,385,000 previously issued Bonds of the Agency
remaining Outstanding after the refundirg, payable from and secured by an irrevocable first lien
on the Agency's Net Revenues and certain other special funds created in the Bond Resolution. The
principal revenue of the Agency will be derivrd from an identical Power Saves Contract between
the Agency and each of the Cities. Each City covenants to establish, maintain and collect rates and
charges for the services of its electric system which produce revenues at least sufficient to pay all
amounts due under the Contract, including a contractual lnrarentee that the amount on deposit in the
Bond Fund will be sufficient to pay all Bonds, including the Series 1993 Bonds, when due.
a
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I
f
}
N
OFFICIAL STATEMENT OF THE
TEXAS MUNICIPAL POWER AGENCY
Relating to its
$379,960,000
REFUNDING REVENUE BONDS, SERIES 1983
INTRODUCTION
The purpose of this Official Statement, which includes the cover page, summary, appendices and
exhibits hereto, is to set forth information concerning the Texas Municipal Power Agency (the
"Agency"), the Cities of Bryan, Denton, Garland and Greenville, Texas (the "Cities"), and the
Agency's $379,960,000 Refunding Revenue Bends, Series 1983 (the "Series 1983 Bonds").
The Series 1983 Bonds are being issued pursuant to Article 1435a, Vernon's Texas Civil Statutes,
as amended (the "Act"), and the bond resolution (the "Resolution") of the Agency adopted on
March 4, 1983.
The Series 1983 Bonds are on a parity %vith the Agency's outstanding $50,000,000 Revenue
Bonds, Series 1976, $250,000,000 Revenue Bonds, Series 1978, $3W,000,000 Revenue Bonds, Series 1979,
$250,0001000 Revenue Bonds, Series 1980, $31,055,000 11evemie Bonds, Series 1952 (remaining out-
standing after this refunding), and $76,30,000 Revenue Bonds, Series 1982A (collectively, the "Out-
standing Bonds"). The Outstanding Bonds, the Series 1953 Bonds and any additional parity bonds
issued under the conditions set forth in the Resolution are hereinafter referred to as the "Bonds."
Background
Each of the Cities presently owns and operates a municipal electric power generation, transmission
and distribution system. The municipal systerns of the Cities of Bryan, Denton and Greenville provide
the primary source of electric energy supply for substantially all of the electric customers residing
within their respective corporate limits. The City of Carlund serves approximately 85°'o of the electric
customers within its corporate limits, wilh Texas Power & Light Company serving the re.oainder
under franchise. The City of Bryan, in addition to its municipal system, owns and operates a distinct
and separate rural transmission and distribution system which purchases electric energy from Bryan's
municipal system. (See 'Cities' Electric Systems").
In 1963, the Cities of Bryan, Garland and Greenville, along with Brazos Electric Power Coopera-
tive, Inc. ("Brazos"), entered into an 'Interchange Agreement," forming the "Texas Municipal Power
Pool," which the City of Denton joined in 1969. The participants continue to coordinate the use
of generation and transmission facilities owned and operated by the participants, interchange reserve
capacity and provide spinning reserves.
In July, 1975, the Cities created the Agency in accordance with the provisions of the Act and, in
September, 1976, the Agency entered into an identical Power Sales Contract (collectively, the
'Contract') with each of the Cities for the purpose of obtaining the economic advantages of jointly
financing, constructing and operating large generating units to supply the growing energy needs of
the Ciies.
In the opinion of R. W. Beck and Associates (the 'Consulting Engineer"), without additional
power sources, the Cities face growing combined deficiencies in electric generating capacity to serve
their customers starting in 1986. It is also the Consulting Engineer's opinion that the Agency's
approved generating projects within the context of the Cities' power supply program are feasible.
The'Cor,sulting Engineer's Report for Texas Municipal Power Agency, Series 1982A Revenue Bonds"
dated November 5, 1982, as supplemented by a letter dated March 4, 1983 (collectively, the
'Engineers Report"), is reproduced herein as Appendix A.
1
I
Most of the Cities' present generating facilities use natural gas as the primary fuel. Increasing
prices and governmental restrictions in the use of natural gas and oil as boiler fuels emphasized the
need for the development of electric generating facilities and resources which do not require such fuels.
In the opinion of the Consulting Engineer, the Agency's efforts with respect to developing addi.
tional generating resources and related facilities for the near future have been and continue to be
reasonable and appropriate, and the forecasted cost of power from its app.r;ed projects continues
to be attractive when compared to that which could be anticipated from the City-owned units using
natural gas (or oi!) and operating at an average efciencry.
Approved Projects
The first generating project of the Agency, named the Gibbons Creek Steam Electric Station, is
located in Grimes County, Texas, and includes a net 390 megawatt ("NIW") lignite-fueled steam
electric plant, reservoir, railroad spur, associated transmission facilities, an adja^ent surface mine and
related properties and equipment ("Gibbons Creek"). Construction is now substantially complete and
steam generation and turbine testing began in October, 1982. Current estimates indicate that Gibbons
Creek will be declared to be in commercia' operation by October, 1983. (See "The Projects, Gibbons
Creek").
The Agency's second generating project consists of a 6.2°'0 ownership interest in the nuclear-fueled
Comanche Peak Steam Electric Station, now under construction in Somervell County, Texas, together
with related fuel and certain transmission facilities ("Comanche Peak"). The station will consist of
two 1,150 NIW nuclear-fueled pressurized water reactor steam generating units, properties and
equipment. The Agency's interest in the station was acquired pursuant to the terms of a joint owner-
ship agreement (the "Joint Ownership Agreement'), dat.-d January 2, 1979, with Dallas Power &
Light Company ("DPW), Texas Electric Service Con pang ("TESCO"), Texas Power & Light
Company ("TP&L"), (co'.lectively called the "Companies"), and Texas Utilities Generating Company
("TUCCO"). Subsequently, Brazos and Tex-La Electric Cooperative of Texas, Inc. ('Tex-La") became
joint owners in the project. Current estimates project commercial operation dates for Unit One and
Unit Two, in 1984 and 1985, respectively. (See "The Projects, Comanche Peak").
Upon completion of Gibbons Creek and Comanche Peak, the combined generating capabihi;p of
the Agency's and the Cities' units will be 1,449 AIIV, of which 133.3% will be natural gas andfor
fuel oil-fired, 26.9% will be lignite-fueled and 9.8% will be nuclear-fueled.
The Cities have approved, as "System Development and Reliability Expenditures", transmission
facilities which, in conjunction with a certain transmission agreement (the "Transmission Agreement")
with the Companies, and an interconnection agreement (the 'Interconnection Agreement') with
Houston Lighting & Power Company ("III&P"), will be adequate to provide for delivery of Agency
power to the Cities and to allow the coordination of the generation facilities of the Agency and the
Cities. (See Appendix A - Engineers Report). These System Development and Reliability Expendi-
tures together with Gibbons Creek and Comanche Peak are hereinafter referred to as "Approved
Projects."
Power Sales Contract
The Contract obligates the Agency to use reasonable diligence to provide a constant and uninter-
rupted supply of power and energy to the Cities and, subject to certain exceptions, obligates the
Cities to purchase from the Agency, if available, all of the Cities power and energy requirements in
excess of the amounts generated by the Cities' existing municipal systems. (See 'Summary of Certain
Provisions of the Power Sales Contract, Sale of Power and Energy"). Under 6..e Contract, each City
covenants that it will establish, maintain and collect rates and charges for the electric service of its
electric system at least sufficient, together with other revenues and available reserves of its electric
system, to pay to the Agency, when due, all amounts required of such City ender the Contract. If
mom:y on deposit in the Bond Fund is less than the amount required to 're on deposit therein,
2
without giving consideration to transfers made from other than the Revenue Fund or from Bond
proceeds, the Contract unconditionally obligates each City to pay directly to the respective custodians
of the Bond Fund, the Reserve Fund and the Contingency Fund its Percentage Share of the amount
necessary to replenish such Funds, provided that transfers may be made from the Reserve Fund to
the Bond Fund for not more than two consecutive calendar months without replenishment. (See
"Security for the Bonds, Contract Obligation, of Cities and Agency"). All amounts payable by the
Cities under the Contract are payable sohly from the revenues of their respective electric systems
and constitute operating expenses thereof. Such amounts are not payable from taxes or any other
revenues of the Cities.
Use of Proceeds and Refinancing Plan
The Series 1983 Bonds are being issued to Provide sufficient funds to (i) refund $83,250,000
principal account of 104% Series 1982 Revenue Bonds due September 1, 2002 and $185,685,000
principal amount of 14%% Series 1982 Revenue Bonds due September 1, 2012 (collectively, the
"Refunded Bonds") and pay the costs related to the issuance of the Series 1983 Bonds. The
Refunded Bonds will be redeemed on March 1, 1997 at I00% of the aggregate principal amount
thereof.
To effect the refunding the Agency is entering into an Escrow Deposit Agreement (the "Escrow
Agreement") with BaneTexas Dallas N.A., as escrow trustee (the "Escrow Agent"). Pursuant
to the terms of the Escrow Agreement, the Agency will deposit a portion of the net proceeds of the
Series 1953 Bonds with the Escrow Agent. Such moneys well be applied on the c%te of delivery of
the Series 1983 Bonds to the purchase of direct obligations of the United States and any cash
remaining after such application %vill be held uninvested (all suen uninvested cash and United States
Treasury obligations being herein collectively referred to as the "Treasury Securities"). The Treasury
Securities will mature at such times and in such amounts so that the maturing principal, together
with the interest income thereon, will be sufficient to pay the principal of and interest on the
Refunded Bonds to the redemption date and will be irrevocably pledged to the payment thereof.
By the deposit of the Treasury Securities with the Escrow Agent pursuant to the Escrow Agree-
ment, the Agency (in the opinion of Bond Counsel rendered in reliance upon the opinion of
Ernst & Whinney described under "Verification of Arithmetical and Mathematical Computations"
herein) will have effected the defeasance of the Refunded Bonds in accordance with the proceed-
ings which authorized their issuance. As a result of such defeasance, it is the opinion of Bond
Counsel that (i) the hen of the Refunded Bonds on the Net Revenues of the System, together with
all other obligations of the Agency to the holders of the Refunde.'. Bonds under the proceedings pur-
suant to which the Refunded Bonds were issued, will terminate, (ii) the Refunded Bonds will no
longer be Outstanding for purposes of the resolution which authorized their issuance, and (iii) the
Series 1983 Bonds will be on a parity with the Outstanding Bonds and any Additional Bonds issued
t under the Resolution.
)
k This Official Statement Includes descriptions and summaries of events and developments, the
terms of the Series 1983 Bonds, the Contract, the Resolution, other documents and certair orovi-
sions of the Act. Such descriptions and summaries do not purport to be complete and all such descrip-
Hons, summaries and references thereto are qualified in their entirety by reference to this Official
Statement in its entirety and to each such document, copies of which may be obtained from the
Agenpy or from First Southwest Company, Financial Advisor to the Agency. A glossary of certain of
the words and terms defined in this Official Statement appears as Exhibit lI to this Official
Statement
a
a
THE AGENCY
Powers under the Act
The Agency is a joint powers agency, without taxing power, created by the Cities, with all powers
conferred upon public entities by the Act and Chapter 10, Title 28, Vernon's Annotated Texas Civil
Statutes of 1925, as amended, except that the Agency is not au~horized to engage in any utility business
other than the generation, transmission and sale or exchange of electric energy to the Cities and to
private entities which are joint owners with the Agency of an electric generating facility located
within the State of Texas. Certain specific powers are described below:
Bonds and Contracts. In addition to the power to issue revenue bonis and to pledge the
Agency's "Net Revenues" to the payment thereof, the Act authorizes the Agency and the Cities
to enter into contracts with respect to the sale and purchase of power and energy. The Contract
was executed pursuant to this authority.
Rates and Charges. The Age:rcy is emp.)wered to establish and collect rates and charges
necessary to produce revenues su4Ecient to pay all operational and maintentn,e expenses, debt
service requirements on obligatior s issued by it and oth?r charges necessary to fulfill contractual
commitments. The Act provides that the State of Texas has retained the power to regulate and
control the rates, fees and charp!s for services provid d by the Age cy, prosi:Jed that the State of
Texan does hereby pledge to and agree with tide purchasers anJ njecessNe i<olde:s of the
obligations issued hereunder [under the Act) that f e state gill not limit or alter cue powers
hereby vested in the agency to establish and collect such rates and r13rees as ; ill produce
revenues sufficient to pay for (1) all necessary of a:at:onal and i w% tenan.L expee-es. (9) all
interest and principal on obligaSons issued by 'he agency, (3) all '.nlonq tunds and rcterve fund
payments, and (4) for any other chnrg s necessary to fulfil] tae ' •m:^ -~f any agre r;ts thPreto-
fore made or in any way to impair the rights or remedies of the holders of the ob'(gatiuns, until
the obligations, together with the interest thereon, with interest on unpaid installments of
interest, and any other obligation: of tle agency in connection therewith, are fully met and
discharged." (See "Regulatory Bodies").
Condemnation. The Agency is granted the power of eminent domain under the Act and under
Chapter 10 of Title 28. The Act prohibits the Agency from condemning land, or any interest
therein, for the purpose of drilling for, mining, or producing from said lands, minerals, including
lignite and uranium. This limitation does not impair the right of the Agency to condemn land for
plant sites, including cooling reservoirs and related surface installatioas and equipment, or for
transmission rigbt-of•way.
Other Borrowing Powers. The Agency is authorized by the Act to issue bond anticipation
notes for the purposes for which Bonds may be issued. The Act also permits the issuance of
non-negotiable purchase money notes payable in installments (secured by the properties being
acquired) in order to acquire land or fuel resources.
Governmental Structure
The Agency is a municipal corporation, a political subdivision of the State of Texas and a body
politic and corporate, governed by a Board of Directors consisting of eight members who serve without
compensation. The governing body of each of the four Cities appoints two members to the Board.
Terms of members are two years, with the term of one member from each City expiring annually,
resulting in staggered terms. An affirmative vote of five Directors, plus a weighted majority vote based
on the respective energy usage of the Cities, is required for certain major decisions under the
provisions of the Agency's Rules and Regulations.
Management
On October 1, 1992, Ed L. Wagoner assumed the duties of General Manager of the Agency. He
has more than 20 years of government experience including more than It years in city manager
positions VAN Texas. He came to the Agency horn the City of Tyler where he bad server? as City
4
Manager for more than 5 years. Previously he had served as City Manager of Greenville, General
Manager of the Harris-Galveston Coastal Subsidence District, and Assistant City Manager of Fort
Worth and Abilene. Wagoner is a graduate of Austin College in Sherman, Texas and has taken graduate
courses at Texas Tech University.
Frank 11. Bass Jr. is Director of Legal Services. His activities include contract administration,
property management, risk management, rates, purchasing, and coordination with other counsel
in other legal activities of the Agency. Mr. Bass has over 21 years experience in the utility industry,
having held a number of administrative and legal positions. He received his Juris Doctor from Mercer
University and is admitted to the State Bar of Texas and the Florida Bar.
William P. Freeman is Director of Financial Seri(-es, responsible for financial planning, computer
services, accounting, cash management and Agency fir racing. Ile has eight years experience in public
utility accounting, serving as an accountant for a large electric utility, as a Chief Accountant for the
Public Utility Commission of Texas, and as a Consultant to uti!ities for a major accounting firm. Ile is
a Certified Public Accountant and holds a BSA degree in Accounting from North Texas State Urdver-
sity in Denton.
Robert B. McKnight is Manager of Projects. He has 31 years of experience in the electric utility
industry and in construction of both nuclear and fossil fueled generating facilities. He holds a BS
degree in Architectural Engineering from the University of Florida. Ile is responsible for construction
activities and contractor coordination for the Gibbons Creek plant.
Don Cullum, Manager of Power Production, joined the Agency in August, 1992, with 26 years
experience in the operation of lignite and oil-fired power plants. His most recent position was with
Coal-Creek Station Cooperative Poser Association, Underwood, North Dakota, which consisted of
two 550 MW Ggpite-fired units. Ile has been involved in four plant start-up operations, three lignite-
fired and one oil-fired. Previous employment includes assignments with Bechtel Power Corporation,
Guam Power Authority and the Tennessee Valley Authority.
John Turlak, P.E., Power Projects Engineering Manager, is responsible for design engineering,
equipment procurement, and expediting of materials for the Gibbons Creek plant and mine facilities.
He has 13 years experience in the utility industry. He holds a BS Degree in Mechanical Engineering
from Texas A&M Univer,,ity.
John C. Eakins, Slanager of Systems, Kati over 16 years of experience in the electric utihry
industry. Ile holds a BS Degree in Electrical Engineering from the University of Texas in Austin. His
responsibilit!es include system engineering, transmission engineering desig,, and system operations.
As of January 1, 1953, the Agency had 240 full time employees. Training of plant operations
and maintenance personnel is ongoing. Numerous classes for Operations personnel, ranging from three
weeks to 22 weeks, have been conducted under the supervision of the Agency's Training Department,
with 156 employees having completed the courses. Maintenance personnel have received specialized
training on various components of plant equipment and systems through vendw conducted training
oourses. In July, 1962, the Board of Directors voted to relocate the Agency headquarters to the
Gibbons Creek plant site. The move was predicated on economic factors. Savings are expected to
be generated by consolidating duplicate staff positions, eliminating lease payments on the Agency's
Arlington headquarters, and reducing travel costs by Agency staff to the Cibbons Creek site. By
January. 1983 all Agency personnel were permanently located at the Gibbons Creek site except for a
small group in Systems Operations wha will remain i i Arlington to serve tie northern section of the
system where the majority of the Agency's transmission facilities are located.
Financial Statemento
The audited financial statements of the Agency for the fiscal years ended September 30, 1982 and
1961, are included as a part of this Official Statement as Appendix C.
5
L
DESCRIPTION OF THE SERIES 1983 BONDS
General
The Series 1953 Bonds are dated March 1, 1933, and bear interest therefrom payable semi-
annually on September 1 and March 1 of each year, commencing September 1, 1983, at the rates per
annum, correspoziding to those principal amounts maturing September 1 in each year, as set forth
on the cover page of this Official Statement.
The Series 1953 Bonds are issued as coupon Bonds in the denomination of $5,OW each,
registrable as to principal only at the office of BancTEXAS Dallas N.A., Dallas, Texas, the Registrar.
Title to Series 1953 Bonds not registered as to principal is tr2nsferable by delivery. Series 1953
Bonds registered as to principal may be transferred only on the books kept by the Registrar. Interest
coupons on all Series 19S3 Bonds and the principal of the Series 1953 Bonds, if payable to bearer,
shall be paid at the respective principal offices of The Chase \lanhattan Bank, N.A., New York,
New York, or at the option of the holder, at BancTEXAS Dallas N.A,, Dallas, Texas. Principal of
Series 1983 Bonds which are registered to other than the bearer is payable only at the principal
offices of the Registrar.
For debt service on the Series 1953 Bonds and the Agency's total debt service requirements
on all Bonds, see "Debt Service Requirements".
Optional Redemption
The Series 1953 Bonds maturing on and after September 1, 1993, are subject to redemption at
the option of the Agency on and after \[a-ch 1, 1993, as a whole on any date, or frorn time
to time in part on any interest payment date, at the following redemption prices, plus accrued
interest to the date of redemption:
Rrdemption Period Redemption
(Dates Inclusive) Prices
March 1, 1993, to February 25, 1991 103%
:March 1, 1991, to February 28, 1995 102%
March 1, 1395, to February 29, 1990 102
March 1, 1996, to February 28, 1997 101%
March 1, 1997, to February 28, 1993 101 1
March I, 1998, to February 29, 1999 100%
Slarch 1, 1999, and thereafter . , 100
If less than all of the Series ISM Bonds are to be redeemed, the Agency may select the maturity
or maturities to be redeemed, and if less than all such Bonds of any maturity are to be redeemed, the
zl
Bonds of such maturity to be redeemed are to be selected by lot by the Agency.
Mandatory Redemption of Term Bonds
The Series 1983 Bonds maturing on September 1, 20x3, and September 1, 2012, are subject to
mandatory redemption in part by lot prier to maturity on and after September 1, 1993, and Septem-
ber 1, 2004, respectively, at 1007o of the principal amount thereof plus accrued interest to the
date of redemption, from payments into the Bond Fund which are required to be made in amounts
sufficient to redeem on September 1 of each year the principal amount of such Bonds specified for
each of the years below:
4003 Maturity 20t4 Maturity
Year Amount Year Amount
1993 . . $ 90,000 2004 $1e,o90,000
1994 . 510,000 2005 17,615,000
1995 990,000 2000 19,290,000
19M 1,515,000 2007 21,130,000
1997 9,170,000 2003 23,135,000
1998 10,50000 2009 25,325,000
1999 11,945,000 010 27,740,000
2000 13,545,000 2011 30,370,000
2001 15,295,000 2012 (maturity) 33,260,000
2002 17,210,000
2003 (maturity) 14,700,000
6
Giving effect to the mandatory redemption requirements, the average life of the Term Bonds due
September 1, 2003 and September 1, 2012 would be approximai.ly 17.5 years and 26.1 years, respec.
tively, calculated from March 1, 1983.
In lieu of calling said Bonds for redemption, the Agency may deliver Series 1983 Bonds of the
maturity required to be redeemed to the Paying Agent (prior to the date of publication of the notice
of redemption) in the principal amount up to the amount scheduled to be called for redemption
in any one year and the principal amount of said Bonds so delivered shall be credited against the
amount of said Bonds required to be called for redemption in that year.
SECURITY FOR THE BONDS
Fledge
The Bonds are payable from and equally secured by an irrevwable first lien on and pledge of the
Net Revenues of the Agency, the Revenue Fund (subject to payment of Operating and Maintenance
Expenses), and all other Funds (including investments therein) established by the Resolution. The
Resolution requires that upon the issuance of Bonds the Reserve Fund contain an amount equal to the
Average Annual Debt Service on all outstanding Bonds. (See "Summary of Certain Provisions of the
Resolution, Reserve Fund").
Rate Cocenanta
The Agency covenants in the Resolution that it will at all times fix, establish and C,)Ilect rates and
other charges for power and energy, or e.ervices, sold or furnished by or in connection w;th the System,
which, together with other income, are, reasonably expected to yield Net Revenues ec;ual to at least
1.£5 times the Debt Service on all outstanding Bonds for the fiscal year for which such rates and
charges shall apply. The Agency further covenants in the Resolution that, promptly upon any material
change in the circumstances which vvere contemplated at the time such rates and charges were most
recently reviewed, but not less frequently than once in each fiscal year, it will review the rates and
charges for electric power and energy and services and will as necessary revise such rates and charges
to comply with the foregoing requirement. The Agency further covenants that such rates, charges
and income shall in any event produce moneys sufficient to enable the Agency to comply with all of
its covenants under the Resolution and to pay all obligations of the Agency. To the extent not used,
surplus amounts on deposit In the Revenue Fund may be returned to the Cities. (See 'The Agency,
Powers under the Act, Rates and Charges").
Each City covenants in the Contract to establisb, maintain and collect rates and charges for the
electric service of its electric system which will produce revenues at least sufficient, together with other
revenues available to such electric system and available electric systenti reserves, to enable it to
pay to the Agency, when due, all amounts payable by such City under the Contract. (See "Regulatory
Bodies, Public Utility Commission").
Contract Obligations of Cities and Agency
Energy Sales and Purchase.. The Contract obligates the Agency to use reasonable diligence to
provide a constant and uninterrupted supply of power and energy to the Cities and, subject to certain
exceptions, obligates the Cities to purchase from the Agency, if available, all of their electric energy
requirements in excess of the amounts generated by the Cities' existing municipal systems. (See
"Summary of Certain Provisions of the Power Sales Contract, Sale of Power and. Energy"). The
Contract requires the Agency to prepare annual budgets, projecting its Annual System Costs for the
succeeding year, including debt service requirements on the Bonds, and to submit the same to the
Cities. Based upon these budgetary facts and estimates, the Agency will adopt and fur the rates and
7
charges for electric energy and services to be paid by the Cities for the ensuing year. The Cities are
obligated to make such payments on a monthly basis.
Contractual Guarantee. The Contract provides that if at any tin:e the amount of money on deposit
in the Bond Fund is less than the amount then required to be on deposit therein without giving
consideration to transfers made from other than the Revenue Fund or from Bond proceeds, each
City is unconditionally obligated to make a payment, the aggregate of which shall be the amount
necessary to maintain the Bond Fund, Reserve Fund and Contingency Fund in the required amounts,
provided that transfers may be made from the Reserve Fund to the Bond Fund for not more than
two consecutive calendar months without replenishment. Each City's portion of any such payment (the
"Percentage Share") shall be adjusted annually based on the percentage that each City's system
load bears to the aggregate system load of the four Cities, subject to the qualifications and as explained
under "Summary of Certain Provisions of the Power Sales Contract, Payments by Cities." As an
example, based on the latest forecasted requirements of the Cities for fiscal 1983, when commercial
operation of the Agency's first generating unit is scheduled, the following Percentage Shares would
be applicable during the next fiscal year, 1984:
City of Bryan 21.72%
City of Denton . 19.87
City of Garland 48.41
City of Greenville 10.00 !
Total 100.000/0
- ~33
Each City unconditionally covenants in the Contract that its Percentage Share of the payments to the !
Bond Fund, Reserve Fund and Contingency Fund will be made, if required, and no City shall have
the right of set-off, recoupment or counterclaim against any such payments. In the opinion of Bond ;
Counsel, the unconditional obligation of the Cities under the Contract to make payments directly
to the custodian of the Bond Fund, in the event of deficiencies therein, constitutes an irrevocable
and binding contractual guarantee, made and executed for the benefit of the holders of the Bonds as
third party beneficiaries thereof.
Source of Payment. All amounts payable by the Cities under the Contract, including any amounts
payable pursuant to the contractual guarantee described above, are payable solely from the revenues
of the Cities' respective electric systems and :onstitute operating expenses thereof, and are not payable
from taxes or any other revenues of the Cities.
APPLICATION OF SERIFS 1993 BOND PROCEEDS
The Agency estimates that the proceeds of the Series 1%3 Bonds will be applied as follows:
Deposit into Escrow Account to purchase Treasury Securities 4371,450,100
Allowance for costs of issuance and Bond discount 8,509,900
Principal Amount of Series 1903 Bonds ~~179,980,000
The Agency estimates that the aggregate debt service on the Series 1933 Bonds over their life will
be approximately 438,012,000 less than the aggregate debt service on the Refunded Bonds over the life
of such Refunded Bonds were they not refunded. The present value of such debt service savings
(computed at a present value discount rate of 9.028%) is approximately $24,113,000. Tlee management
of the Agency expects that the defeasance of the Refunded Bonds, due to the savings described above,
will enable the Agency to reduce the cost of power to the Cities.
6
The Agency does not presently contemplate the issuance of additional Bonds to complete
financing of its presently Approved Projects; however, the Agency has the right to issue additional
Bonds should costs of Approved Projects exceed current estimates or for the purpose of financing the
costs of any additional projects approved by the Cities.
THE PROJECTS
Under the Contract, the Cities must approve any "Project" before the Agency is authorized to
proceed with the financing, construction, equipment procurement and development thereof. After
approval by the Cities, the Agency may proceed rs it deems app• opriate. Additionally, the Agency
may make "System Development and Reliability Expenditures" as an "Approved Project" for facilities
and purposes authorized by the Cities. Certain expenditures fo- 'Development Projects", as defined
in the Contract, may be made by the Agency without the approval of the Cities.
Approved Projects
Gibbons Creek, Comanche Peak and certain System Development and Reliability Expenditures are
Approved Projects of the Agency under the Contract.
Gibbons Creek
Gibbons Creek includes a lignite-fueled steam electric station (the "Steam F1.ectric Station"), an
adjacent surface mine and related facilities (the "Mine"), both located in Crimes County, Texas, and
associated transmission facilities. The Steam Electric Station is designed to provide gross generating
capability of 443 MW, of which 53 A11V is dedicated to station and mine use, resulting in a net available
to the Cities of 390 NNW. (See Appendix A - Engineers Report).
Initial oil-fired testing of the turbine generator was begun September 30, 1952, with initial lignite
firing on November 4, 1982. Testing will continue at increased power levels for several months.
The Board of Directors of the Agency is expected to designate, at its March 10, 1953 meeting, that
October 1, 1933 will be the commercial operation date for Gibbons Creek, Initial testing and inspec-
tions have revealed no major problems, and the unit ii scheduled for no major outage until spring
of 1984. The Agency expects to fund the debt service relative to Gibbons Creek by rates for power
and energy charged to the Cities after March 1, 1984, in accordance with previous Agency plans.
The extended period of testing will allow the Agency to accumulate an excess revenue reserve to be
used in fiscal year 1981 to offset partially the rates that would otherwise be required. The Agency
now estimates that the total construction cost of Gibbons Creek will be $553,978,000 which has been
fully funded. This represents a reduction of $7,153,000 from the amount shown in the Series 1982A
Official Statement.
Steam Electric Station
The Steam Electric Station is designed to utilize lignite fuel having a heat content in the range
found in the mhdng area (see "The Mine"). The power plant, fuel handling systems, intake and dis-
charge structure, and switchyard are being designed by Tippett & Cee, Inc., who has indicated that
the design portion of the engineering services is essentially complete. The Gibbons Creek plant,
along with the reservoir, is situated on a site consisting of approximately 6600 acres. The general
contract for construction of the plant was awarded to Austin Power, Inc. in September, 1979, and
as of January 31, 1983, the Steam Electric Station was 99.4% completed. Work yet to be completed
is related to the air quality control system, some roadwork and landscaping and equipment testing.
The primary source of water for plant requirements is a reservoir which has been constructed
immediately adjacent to the plant site. The source of make-up water for the reservoir will be natural
runoff and precipitation, with standby reserves being provided by contract with Brazos River Authority.
The Agency has completed construction of the water line and pump station to utilize such reserves.
9
The cooling reservoir, dam and discharge canal were designed by Freese and Nichols, Inc., hydraulic
consulting engineers.
In the course of its land acquisition program, the Agency has executed purchase money notes
secured by the properties acquired by the terms of which the purchase price is payable in install-
ments. Failure to pay such notes when due gives rise to a right in the seller to foreclose on the land
which is the subject of the lien.
The Mine
Tire mining area consists of approximately 25,000 acres of land adjacent or accessible to the
Steam Electric Station (the "Sfining Area"). In connection with the Agency's land acquisition program
and mining plans, Paul NVcir Company was retained to conduct initial studies pertaining to the
av tilability, quantity and mining of lignite. Subsequently, the Agency contracted with Morrison-
Knudson Company ("M-K") of Boise, Idaho, and later with its wholly-owned subsidiary, Navasota
Mining Company, Inc. ("Navasota"), to operate the mine for the Agency. M-K, based upon the al
prior information developed by Paul Weir Company, and upon supplemental drilling and testing,
refined and updated the lignite data and estimated substantial additional mineable lignite in the
Mining Area.
The Agency's lignite requirement for 30 years at an approximate plant factor of 75% is esti-
mated to be 98 million tons. (See Appendix A Engineer's Report).
M-K's evaluation indicates that the Mining Area contains approximately 163 million tons of
recoverable lignite reserves from scams with less than 140 feet of overburden. Attorney's for the
Agency evaluated the Agency's lignite ownership within the Mining Area based upon the sum-
maries of title information provided by landmen or local abstract companies from the public land t
records in Crimes County at the time of acquisition. Certain of such ownership is subject to con-
firmation by examination of actual abstracts of title pursuant to the Agency's abstract acquisition and
examination program, presently scheduled to be completed during 1933. This evaluation indicates
that, as of September 30, 1982, the Agency owned, by deed or lease, lignite with less than 140 feet
of overburden and in an amount whicb, according to estimates of NI-K, lea in excess of 119 million
recoverable tons. The Agency also owns, by deed or lease, substantial interests in lignite in the
Mining Area with 140 to 200 feet of overburden. In order to operate the Aline efficiently throughout
the expected 30 year life of the plant, it will be necessary to acquire additional land or interests In
land. These additional interests will be identified and acquired by the Agency as mining progresses
beyond the first five year permit area. (See "Gibbons Creek Permits and Approvals").
As of September 30, 1932, the Agency had expended approximately $24,607,000 for lignite and
associated rights and costs, including both leases and outright purchases. Of this amount approxi-
mately $4,380,000 was for advance royalty payments. The Agency, in the future, will be required to
make annual advance royalty payments in a generally decreasing amount on leases now in effect and
to pay any unpaid royalties at the time of mining. The advance royalty payments for fiscal year 1983
are presently projected to be approximately $6,14,000. This amount is subject to possible reductions
upon finalization of mining plans. The total price of lignite and associated surface acres purchased to
date is approximately $7,323,000 of which approximately 1517o currently remains subject to purchase
money notes with various maturities up to twelve years and annual note payments of approximately
$129,750. The leases generally are for 30 or 35 year terms from various dates beginning in 1975 and
subject to extensions during mining operations thereon. All of the leases and purchase money notes
require annual payments and, if not made, the property or lease-rigbts could revert to the seller or
lessor. Additionally, of the estimated 119 million tons of lignite owned by the Agency, a total of
approximately 6.6 million tons is under tracts which are subject to liens securing debts of others. If
the debts for any of those tracts are not paid, the Agency's rights to the lignite on those tracts could
be lost
10
The Agency has designated Navasota as Mine operator. In ftirtheranoe of the Agency's election
to require Navasota to furnish two draglines for the mine, the Agency sold its interest in two partially
completed and Bond-financed draglincs for W,935,909. (See Appendix A - Engineer's Report). Con-
currently, Navasota, along with others, completed two transactions in which Navasota sold the drag-
lines to others and then leased them pursuant to lease agreements with the owners. The Agency is
obligated to make variable payments for mining services, with a minimum obligation to pay an amount
not less than Navasota's "equipment fixed costs" (in general, its financing costs for the draglires). The
Agency's minimum obligation is unconditional for the initial and any renewal terms of the Navasota
]cases. According to the various agreements, the Agency cannot itself operate these draglincs during
specified periods. According to opinions of counsel, including Bond Counsel, and of accountants for the
Agency, delivered at the closing of such transactions, the Agency's payments (including the minimum
payment of 'equipment fined costs") under such agreements, will (with certain exceptions) constitute
expenses of operation and maintenance of the Agency.
The Agency has also exercised its option for Navasota to provide the Mine's conveyor system
under a similar arrangement in which the Agency sold its interest in the conveyor system to Navasota
for $10,773,000. While the Agency's operating costs will increase as a result of these transactions, the
Agency believes that the reduction in its capital requirements will result in an overall reduction in
costs attributable to the Mine.
The amount received by the Agency upon the sale of the draghnes and the conveyor system
was deposited for use for general construction purposes, thus reducing its additional financing needs
for Approved Projects.
Contingency planning by the Agency for interruption of mining activities on account of unforeseen
circumstances, such as Acts of Cod, labor strife or non-performance under the mining contract calls
for the stockpiling of lignite supplies in the Plant area. The Agency presently believes that a 90-120
day stockpile will provide adequate protection fo.• all reasonably foreseeable contingencies.
Tr="n sfon Facfl a
Black A Veatch has deigned certain transmission facilities (the `Gibbons Creek Transmission
Facilities") necessary and associated with the Steam Electric Station. The Agency estimates that the
construction cost of the Gibbons Creek Transmission Facilities v<ill be approximately $48,058,000. The
Gibbons Creek Transmission Facilities include approximately S7 miles of 345 kilovolt ("W) double
circuit line, approximately 22 miles of 138 kV line and six new substations or planned modifications
to existing substations. Construction of the lines is completed and the sub-stations are 99% completed,
as of September 30, 1982. All transmission facilities are designed based upon load flow and related
studies in order to properly integree Gibbons Creek into the existing Electric Reliability Council of
Texas ('ERCOT') transmission network, with which the Agency will connect through the high
voltage transmission system (the 'IIV Transmission System") of the Companies. ERCOT is the
successor to the former Texas Interconnected System.
Tho Transmission Agreement requires the Companies to accept that portion of Gibbons Creek
power and energy that Is not delivered by the Agency directly to one of the Cities into the HV
Transmission System from Gibbons Creek Transmission Facilities and to deliver equivalent amounts
of power and energy (less transmission losses) from the HV Transmission System at specified delivery
points near load centers of some of the Cities.
Pursuant to the Interconnection Agreement, Gibbons Creek, for reliability purposes, is Inter-
connected with two 345 kV lines of HUP. The H1AP lines are interconnected with the HV Trans-
mission System.
11
Gibbons Creek Permits and Approvals
The Agency staff is responsible for all activities related to acquisition of permits and approvals
for Gibbons Creek. All necessary permits for construction and operation of the Steam Electric Station
have been issued by the applicable regulatory authorities. In addition, the Agency has secured a permit
from the Texas Railroad Commission related to its proposed lignite mining activities for the first five
years of operation. Such permit is, by statute, issued fur a tern not longer than five years. The Agency
anticipates that permit renewals will be issued as needed in the future.
Comanche Peak
Comanche Peak includes a 6.2% undivided ownership interest in the Comanche Peak Steam
Electric Station, consisting of two net 1,150 biW nuclear-fueled pressurized water reactor steam
electric units together with related switchyard, substation, railroad spur and reservoir (the "Comanche
Peak Station"), nuclear fuel and an interest in a certain associated transmission line. The interest in
the Comanche Peak Station was acquired by the Agency pursuant to the joint Ownership Agreement,
(see "Summary of Certain Provisions of the Joint Ownership Agreement") and the Transmission
Agreement, Brazos a id Tex-La later acquired ownership interests therein and became parties to the
joint Ownership Agreement.
The current undi ided ownership interests of the parties are as follows:
18%%
TP&L . . 33%
TESCO 3596
Agency 62
Brazos 3.3 Y
Tex-La. . 2% 1
Total . 100010
Under the joint Ownership Agreement, tho owners are obligated to pay their respective shares of
construction costs as billed by TUCCO, the company responsible for the construction, development,
completion and operation of the Comanche Peak Station. Once the plant is operational, irrespective of
the quantity of power produced, the Agency is obligated to pay 6.210 of all operating and maintenance
costs, including fuel but excluding taxes, plus a management fee, subiect to certain limitations, equal
to 57o of the Agency's share of such costs. Subject to certain operational exceptions, the Agency will
be entitled to receive 6.29o of the net power output that the plant is capable of producing at any
given time. Proceeds from the Series 1982A Bonds completed the financing of the Agency's share of
the presently estimated construction and fuel acquisition costs.
Th'r Companies, whose respective systems are interconnected, and TUCCO are subsidiaries of
Texas Utilities Company ("TU"), a Texas holding company. At its August meeting the TU Board
of Directors directed management to proceed with a proposed reorganization which would
Involve the merger of DP&L, Ti'&L and TESCO into a new company named Texas Utilities
Electric Company. DP&L, TP&L and TESCO thereafter would operate as divisions of the new
company. Certain functions previously carried out by Texas Utiht?cs Services, Inc. ('TUSI") and
TUGCO, including the construction and operation of the Comanche Peak Station would be
performed by a fourth dMsion of the new Company. On September 8, 1982, a petition was filed
by TU with the Public Utility Commission of Texas (the "PUC") requesting the PUG to review
the proposed reorganization and determine that such reorganization is in the public interest. The
PUC found the plan to be in the public interest and issued an order approving the reorganization on
December 22, 1982. Other wholly-owned subsidiarics of TU will not be a party to the reorganization
and will retain their assets. Additionai Information regarding the status of this proposed reorganization
will be forthcoming from TU as the various regulatory approvals, authorizations and consents are
12
sought and obtained, The Companies are engaged in on-going construction programs, of which their
interests in the Comanche Peak Station are but one, consisting of various power generating
plants within the State of Texas, for the purpose of developing a continuing and available supply of
power and energy for the TU system, which is presently engaged in power supply sales solely
within the State of Texas. Historically, the Companies have obtained their capital from a com-
binatior of issuing preferred stock and corporate bonds, issuing and selling additional common stock
to TU, their corporate par^nt, obtaining short term loans from TU and from internally generated
funds, No assurance can ba given that these or other sources of capital will be available to the
Companies in amounts sulEcient to pay their respective shares of costs of construction of or
acquisitions for the Comanche Peak .Station. However, the Companies have advised the Agency
that they have no reason to believe that the supply of available capital will be inadequate to fully meet
such capital requirements. (See "Available Information Regarding the Companies").
The Agency has not been advised as to the source or availability of funding of the sbares of costs
of Comanche Peak attributable to Brazos and Tex-La.
Under the Joint Ownership Agreement, TUCCO, as project manager, is required to act with due
diligence and in accordance with "Prudent Utility Practice" (as defined in the agreement), and to use
its best efforts to timely complete construction of, and to place into service, each unit of the Comanche
Peak Station. The Agency has no control over licensing, cost, design or construction activities, opera-
tions, fuel acquisition functions or decommissioning of the Comanche Peak Station except through its
membership on an Owners Committee established in the joint Ownership Agreement. In limited
areas the Owners Committee rr av advise and direct the project manager upon agreement by a
majority in interest of the representatives of owners on the Com.srittee. TiJGCO, as project manager
and agent for the owners, in designing, constructing and operating the plant, is supported by Texas
Utilities Services, Inc. ('"TUSI"), also a .subsidiary of TU.
Comanche Peak Station
Construction of the station began in January, IT5. TUSI has advised that, as of January 31, 1933,
Unit One was 94% complete and Unit Two was 60% complete and the overall station was 814'r
complete.
TUSI is responsible for construction schedules and cost estimates for Comanche Peak Station.
Commercial operation is currently estimated by TUSI as 1984 for Unit One and 19,85 for Unit Two.
TUSI's January 31, I033 estimate of cow1ruction costs for Comanche Peak Station is $2,628,672,000,
which is $19,894,000 more than TUSI's October 15, 19S2 estimate. This revised estimate results in a
$1$33,428 increase in the Agency's 62% participation share, The Agency has estimated that it has
sufficient moneys in the Construction Fund to cover the increase. This construction cost estimate is
exclusive of an Allowance for Fu ids Used During Construction, sales and ad valorem taxes and
nuclear fuel. A breakdown of the cost components of Comanche Peal is in Appendix A - Engincer:s
Report, "Comanche Peak Project Estimated Construction Costs".
Steam for the Comanche Peak Station will be developed by two Westinghouse Electric Cor-
poration pressurized water nuclear reactors. In early 1992, significant steam generator tube -vibration
was experienced at a European nuclear plant using Westinghouse steam generators of the same
or essentially the same type as those installed at Comanche Peak Station. The cause and methods
for correcting the tube vibrations arc under intensive: investigation by Westinghouse, the Nuclear
Regulatory Commission ((he "NRC"), TUCCO and others in the industry. At this time, Westinghouse
is continuing to evaluate field test data from the European unit. It has also developed scale model
air tests and full flow model tests on certain mockups of this type of steam generator. The studies
and information to date relating to the Comanche Pca4 units were re-viewed by TUSI top management
officials and the Westinghouse team in February, 19&3. A preliminary evaluation of the impact on the
Comanche Peak steam generators indicates that a relatively minor modification will address the
vibration problems in an acceptable manner. However, the proposed solution was presented in
13
preliminary form and needs to be followed by a thorough design review by the vendor, Westinghouse,
and then subsequently approved by TUSI and then finally presented for approval and concurrence by
the NBC. TUSI expects that this will be acc • nplished within the next few months and should have
relatively little impact on the cost and schedule of the Comanche Peak units.
For the purpose of the Engineer's Report, the Engineer assumed a july, 1984 commercial opera-
tion date for Unit One, and January, 1936 for Unit Two. The Agency can give no assurance that the
costs of Comanche Peak Station will not increase or that delays beyond the assumed dates for com-
mercial operation will not be encounte.ed in the future. (See "Factors Affecting the Electric Utility
Industry").
The Consulting Engineer concluded that the estimated construction cost of Comanche Peak
appears reasonable taking into consideration the present status of completion of the Comanche
Peak Station. The Consulting Engineer further concludes that the cost of power from Comanche
Peak continues to be economically attractive when compared to that which could be anticipated
from City-owned units using natural gas (or oil), if availabL, at an average efficiency. (See Appendix
A - Engineer's Report).
i
Comanche Peak Regulatory Approvals
Applicable Federal law requires the issuance by the NBC of construction permits and operating
licenses for the Comanche Peak Station. Necessary construction permits have been issued reflecting
the interests of all preper parties, including the Agency.
Operating licenses will not be issued for Comanche Peak Station unuer present NBC regulations
unless n proceeding dealing with safety and environmental issues and a proceeding dealing with
antitrust issues have been successfully concluded before the Atomic Safety and Licensing Board
(the 'ASLB"). The antitrust proceeding has been successfully concluded.
In the proceeding dealing with the safety and environmental issues, three intervening parties
(two of whom have withdrawn) contested 25 issues. Of these, 22 issues have been withdrawn by
the intervenors or disposed of in favor of the owners by the ASLB. One issm, financial qualifications,
was disposed of by the NBC in a generic rule-making proceeding.
'Ybe two remaining safety issues pertain to emergency planning procedures and quality
assuraneelquality control. The question of the adequacy of certain pipe supports in the containment
buildings in the event of dramatic rises in temperature due to an accident is included in the quality
assurance /quality control issue.
The ASLB Is presently considering whether it will require additional evidence before making its
determination regarding the two remaining safety issues. Based upon that determination, the ASLB
will enter its order on these issues without further evidence or after further evidence.
Separate from the ASLB proceeding, the NBC staff made an independe,t review of the
piping and pipe support systems, which was completed on February 15, 1983. La TUCCO's
opinion, the report confirmed its position that the adequacy of final design of the piping and pipe
support systems is assured by the system of checks and balances that are in place with respect to the
systems.
TUCCO has made filings in the case contending that all legs) and regulatory prerequisites to
licensing Comanche Peak Station have been met, and believes appropriate operating licenses will be
Issued by the NBC. However, the Agency can give no assurance that such operating licenses will be
Issued.
14
System Development and Reliability Expenditures
System Development and Reliability Expenditures include communication facilities, fuel explora-
tion costs and transmission facilities necessary to increase the reliability of the delivery of power and
energy. These facilities have been authorized by the Agency and the Cities. Some of the transmission
facilities have been completed and the others are presently under construction or will be during
fiscal 1983.
In early 1941, it was determined that the electrical configuration of planned trnnsmission lines
necessary to deliver Agency power to the City of Garland would cause overloading of the City's
transmission system under certain circumstances. The configuration of the transmission lines was
redesigned and one 13S kV line modified for 345 W operation. Additionally, the Agency, through an
amendment to the Transmission Agreement, has acquired an undiviJed interest in a 345 kV transmis-
sion line presently under construction by the Companies in the Denton area with the right to also
use a potion of the right of way and towers for a planned Agency line. Other cost revisions on trans-
mission facilities have been made as a result of design modifications, increased capacity and reliability
modifications, better definition of transmission line routes, right of way costs and revised requirements
for dispatching.
In the opinion of the Consul Ong Engineer, the transmission facilities included in the Agency's
current cast estimates, which consist principally of 134 kV and 345 kV and a small amount of 69 kV
facilities, in conjunction with the Transmission and Interrmnection Agreements, will be a "equate to
provide for delivery of Agency power to the Cities and fa- operation of the Cities' resources in con-
junetinn with those of the Agency on an economic dispatch basis.
Load and Energy Requirements and,iesources
The Engineers Report ina;cates that, without Gibbons Creek and Comanche Peak, the Cities face
growing combined deficiencies in electric generating capacity, starting in 1956. The following table
summarizes the aggregate peak and energy requirements projected by the Cities.
PROJECTED AGGREGATE PEAR AND ENERGY REQUIREMENTS
Final
nal
Yen Energy
Ending Pe Lk Requirements MWh
9.30 Demand-Mw (000) _
1963 689 2,919
1984 717 3,044
1985 757 3,207
1986 792 3,359
1987 833 3,526
1988 864 3,653
1989 894 3,783
I9W 926 3,913
1991 959 4,048
1992 . 994 4,190
1993 1,029 4,337
Avenge Annual Growth Rate . 4.1% 4.00/0
The Loud forecasts are based on factors that are considered significant by the particular City
preparing the forecast. The City of Garland has significantly lowered its Load forecast since the
Series 1982 Official Statement, based on a re-evaluation of actual customer usage over the last few
years. While still projectin; growth in the number of customers served, Garland is using a lowered
per-cwtomer usage factor to estimate future energy requirements. The other Cities' forecasts a)sc
reflect the national trend toward energy conservation and the resulting need for conservative forecasts
of future Load growth. (See Appendix A - Engineers Report, 'Power Requirements and Rcsources").
15
The following table summarizes the resources planned to meet the Cities' requirements through
1993.
FORECASTED PEAK LOADS AND RESOURCES
i MW) Load
Resowroe
Requirements Resources _ Balance
Fiscal Cities Agency
Year Peak Trans- Total
Ending Require. mission 15`,'k Require. Cities' Gibbons Comanche Total
9-30 meats Losses Resenes meats Resources Creek Peak Resources
1983 889 21 103 813 917(1) 390 -0- 1,307 494
1984 717 22 108 847 917 390 71 1,378 531
1985 757 23 114 894 917 390 71 1,378 484
1988 792 24 119 935 917 394 142 1,449 514
1987 833 25 I25 983 917 390 142 1,419 488
1988 884 28 130 1,020 917 390 142 1,449 429
1989 894 27 134 1,055 917 390 142, 1,449 394
1990 928 28 139 1,093 917 390 142 1,449 358
1991 959 29 144 1,132 917 390 142 1,449 317
1992 994 30 149 1,173 917 390 142 1,449 278
1993 1,029 31 154 1,214 917 390 142 1,449 235
(1) ReBects Bryan's planned retirement of Bryan Units 1 and 2.
The Cities are presently operating their generating units according to a system of ecoacmic dis-
patch through the Carland Energy Control Center on a limited basis due to the inadequate capacity
of certain transmission facilities. This economic dispatch arrangement has already benefited the
Cities by allowing saving.; in fuel costs for fiscal 1952 of approximately $2,500,000, which was
allocated among the Cities. In late 1983, when construction of the necessary transmission facilities
is completed, it is expected that the economic dispatch arrangement will result in a more efficient
utilization of the generating units of the Agency and of the Cities, As the Agency facilities become
commercially operable, they will be integrated into the economic dispatch operation through the
Garland Energy Control Center.
Due to higher costs of natural gas and fuel oil, the City-owned units would normally be operated
only after Comanche Peak and Cibbons Creek are utilized, or if one of these units is temporarily ;
Inoperative or if sales of reserve capacity andlor energy are made to others. On an economic dispatch
basis the relative costs of fuels is a primary factor in determining which units are to be operated and
at what levels. As an example, in 1988, the forecasted cost of fuel per million Btu is $6.88 for natural
gas; $3.10 for lignite; and $0.94 for nuclear.
Under the Power Sales Contract, the Cities are obligated to pay for all of the Agents power
and energy resources and at,, entitled to call upon the Agency to deliver 10011o of its net power and
energy to the Cities, subject to the obligation of the Agency to use its best efforts to dispose of
any available surplus over the amounts requested by the Cities. The Act limits the Agency's authority
to sell power and energy by providing that the Agency can make sales only to participating cities
and to private entities which are joint owners of generating facilities located within the State of
Texas (see °Phe Agency, Powers Under the Act'). The Cities are not subject to any similar limita-
tions and are authorized by law to make sales to any public ur private buyer, subject to certain
possible regulatory requirements under State law (see "Regulatory Bodies").
The Agency anticipates that outside sales of future power and energy surpluses will be made
through the Cities, especially since the fuel-cost disparity between the Agency Projects aid the
gas-fired units of the Cities indicates that the excess capacity Indicated in the "Load Resource Balance"
18
column of the preceding table will be in the city-owned generating units. Consistent with this
analysis, the Cities and Brazos, as members of the Texas Municipal Power Pool ("TbiPP"), jointly
entered into an agreement with Nest Texas Utilities Company ('WTU') for the sale by TMPP to
WTU of x,'fied amounts of electrical power and energy during the years 1985 and 1988. This
3greemen., dated April 14, 1952, provides for the sale of up to 150 M%V of capacity to WTU by
TMP' during calendar 1P85, and, similar?y, for the sale of up to 200 MW during calendar 1986. 111
payments by 1VTU under this contract wv1 be made to TMPP with the Cities participating in their
allocable shta s.
PROJECTED OPERATING RESULTS AND CC'ST OF POWER
Based t pun the Assumptions and Considerati3ns set forth in the Engineers Report (prepared for
the Series 1952A Bonds), the Consulting Engineer has projected Agency operating results and cost of
power to the Cities electric utility systems for fiscal years ending September 30, 1983 through 1993.
These projectirms do not reflect the lower debt service requirements that result from the refunding
of the Refunded Bonds.
Projected Agency Operating ResuUs
rued Year Ead1n4 sepumber 30
10001 _
1943 1:64 1965 1986 1981 1984 1999 -1990 _ 1991 M2 I90.7
apsatimg PLO mum
from San
t0 MIN:........ 136,400 114364 9,668 $114,67, 1237,190 $265,602 1973,666 1282.629 $194.1S8 009,306 1313.845
Opsadng Dedoctiew
fb,dwdtl & Fipeauc
Frei ISA44 42,703 44.932 50,696 35,657 61,392 67389 71646 80,301 87,714 95,691
Operatbs and
%fNateaaws . 8.938 16,841 40,595 22-43 24.775 46,561 45,546 30,641 34,990 35,404 38,143
ebd g servks 3,400 6.600 6,600 01, , _a 6X% 6,6DO 610o Now 5,6Do 5,600 a."
Mtdag Ser
Twat Ptodwd=
Ewm a 45,130 66„146 71,747 So,= 87335 94.M 104,613 IAI.089 110,090 129,918 140,614
Nao-peoawtim
EXPOUM
Tnumbabq
Opmdoa and
1MAIDIMUM 3.900 SAW 8.700 9300 9,700 10,300 10,600 11,500 14.200 19,900 13,600
11MMaea 4,000 4,406 5,418 5,492 S.T71 6,160 6.455 0.659 7,974 7.696 0.130
Admfthtmt"
SAN 5,990 0.940 6.70 7AW 7,610
tad Ceoerd 1.320 1,440 4.640 4.040 500
Nades
DeanawAndoolog 0 13 40 126 146 140 146 146 146 116 146
TOW Noe-
Va1a S320 I7,0S1 16,384 19,738 90,818 1$106 43,301 44.803 16,116 47.842 40.476
EsPeens
ToW Opeatiag
Ddsc*w 36,400 83,777 90,911 99,777 104,033 110MG 145,916 13.9,174 148,414 157,700 170,090
Net opent>og
ItrM n 0 39,457 118,957 143,104 149.137 148.743 147,734 140.748 145,144 14{ O 111,735
Pia: Iebees faeome 5,900 15.000 17,000 14,000 14.000 15,000 15.000 17.000 18,DW 19.000 40.00
ToW A"dW@
to Debt
Ssvtce . . 6,900 55,657 135967 157.104 10337 163,743 163.758 161,748 163,714 163,748 163,733
Debt swrim
Oditedlog
8aode 690 40189 0,771 113.8$3 117,546 111,513 117AV 117,517 117,514 WAIT 117,517
Wn 1982A Roods 0 1155 4,811 7.025 7.964 8.433 1.433 8.437 8,433 L433 5,431
ToW 600 414044 104,Sd4 140,841 115,490 145,950 145,963 115,060 117,9;7 145,900 I16,9S0
ebwap of Debt
SWOM 1190 1a0 1.30 1.30 L30 1.30 1.30 1.30 130 1.30 120
1181"M of
Rewnan 1410 114613 31,375 IM U 37A47 37,787 37,TS9 37,768 37,717 371786 47.785
Les Reeemdr aad 6369 5,491 1,135 6,931 7,490 1.114 9,00
R80602meob 617 1,761 3AW ON
N44 Re.ems
A.alable far
otb■ IPM 7.893 9151 17110 31001 32,]71 31!96 31334 30,966 30M f 1:0,576 40.76!
17
T vfected Agency Cost of Power
Based on the projected operating results of the Agency, as indicated in the above table, the
estimated cost of power supplied by the Agency from Agency units, (which includes fuel and other
variable costs, feed operation ani maintenance expenses, insurance, administrative and general
expenses, costs of using transmission facilities owned by other utilities, debt service and renewals and
replacements) is shown in the following table.
Agency Energy(l)
Cott Sales ~ Cost
year (4000) CWh MMJAWh
1983 36,400 815 44.7
1984 115,441 2,144 53.8
1985(2) 200,017 2,273 88.0
1986 215,069 2,571 83.7
1957 225,186 2,669 84.4
I988 233,224 2,725 856
1989 24I,372 2,774 87.0
19M 251,268 2,820 89.1
1991 261,202 2,889 91.0
1992 272,211 2,918 93.4
1993 284,246 2,982 96.0
(1) Assumes rebate by the Agency to the Cities of previous year's surplus monies.
(2) First year in which substantial portion of estimated debt service requirements are to be met from
revenues of the Agency.
The actual unit costs ultimately paid by the Cities will be determined by the application of the
rates and charges, established by the Agency in accordance with terms of the Power Sales Contract,
to the power actually delivered to each City and by a method of sharing cost savings provided for in
an economic dispatch arrangement.
The above estimated cost of energy from the Agency Projects reflects utilization of energy for
meeting the power and energy requirements of the Cities, and does not consider sales of surplus
power and energy to other utilities in the area. Ile Gibbons Creek Station is, over the period of
study, operated at annual plant factors in the range of 50 to 60 percent. Any sales of surplus power
and energy available to the Cities from the Agency Projects will reduce the cost to the Cities, assum-
ing sales at a mark-up over fuel costs, as a minimum.
Crr1W ELECTRIC SYSTEMS
The aggregate generating capacity of the municipal electric systems of the Cities is 927 MW,
which will be reduced to 917 MW with the planned retirement of Bryan's units 1 and 2, in 1983. In
fiscal 1982 the Cities provided electric service to almost 92,000 customers. Revenues derived from
salas of electricity in fiscal 1952 were more than $176 million and system energy requirements were
almost 16 billion kWh.
Most of the generating facilities of the Cities use natural gas as the primary fuel. The Cities
source of natural gas is from Lone Star Gas Company ('Lone Star'). On November 7, 1977, the Cities
entered into gas purchase agreements, replacing prior agreements, with Lone Star which expire on
December 31, 1964, and a gas transfer agreement between themselves and Lone Star which permits
the Cities to transfer gas purchased from Lone Star among themselves.
1"
Under the Lone Star ag-ements, deliveries are subject to curtailment and the price is subject to
escalation. For the month of January, 1993, the price to the Cities under the Lone Star agreements
was $4,19 per million btu. The price of ga- purchased by the Cities from Lone Star under the agree-
ments may be limited by the price ceilings estabhsbed by the Natural Gcs Policy Act of 1978.
The Lone Star agreements contain maximum and minimum limits on the amount of gas the Cities
may take from Lone Star, and involve a penalty if the Cities take less than the minimum amount.
Because the commercial operation dates for Gibbons Craek and Comanche Peak have been revised
since the 1977 projections, when the gas contract was negotiated, the Cities now estimate that more
gas may be needed during 1983 than they have scheduled under the contracts, or than may be avail-
able under the contracts. Preliminary discussions have begun among the Cities, Lone Star and others
regarding the availability of the additional gas as well as other alternatives.
The Omnibus Budget Reconciliation Act of 1981, enacted August 13, 1981 eliminated the prohibi-
tion previously imposed by the Federal Power Plant and Industrial Fuel Use Act of 1978 on the use
of natural gas as a primary fuel source for existing plants. Such Act, however, requires the filing of a
conservation plan with the Secretary of Fnergy for a reduction of natural gas usag3, which plan must
provide for a means to conserve electric energy not later than five years after the plans are approved
in an amount equal to 10S'o of the electric energy output of such utility attributable to natural gas
from the 1980.81 usage.
Each City has limited fuel oil storage facilities and certain generating units capabl,t of using fuel
oil as a standby fuel. The aggregate capacity of fuel oil storage facilities available to the Cities is
approximately 430,000 barrels. The aggregate generating capability of units capable of using fuel oil
on a continuous basis is 324 ?%IW, with most of the remaining units capable of using fuel oil on a
limited basis.
Bryan
The City of Bryan is the county seat of Brazos County, 100 miles northwen of Houston. Accord-
ing to the 19W census, Bryan's population was 44,337, an increase of 31% from the 1970 census.
Located at the center of a seven county economic development district, Bryan has attracted mc.e than
50 manufacturing firms to the community. The area is also a major market locally for ranching and
agriculture with abundant water and hydrocarbon fuel deposits. Bryan's Rural Electric System serves
an area of approximately 700 square miles, situated in parts of three counties.
The Bryan-College Station Standard Metropolitan Statistical Area (`SMSA") population increase
from 1970 to 1980 was the sixth largest percentage increase of all SkISAs in the nation.
Mineral activity has increased during the las► few years in the seven-county Brazos Valley area
around Bryan, including lignite, oil and gas production. Brazos County is on the eastern boundary of
the productive section of the Austin Chalk geological formation, known as the Giddings Field.
The Bryan electric system consists of two plants. One has six gas-fired steam turbine generating
units and one combustion turbine generator. The other is a gas•Gred steam turbine gent rating unit
having a capability of 100 MW and was put into commercial operation in May, 1978. The two plants
give the City an aggregate capability of 240 MW; however two of the gas-fired units, with 10 MW
capacity, are scheduled to be retired in 1983, resulting in an aggregate capability of 230 MW.
The City of Bryan operates its municipal electric, water, and sewer systems as a single municipal
utility. The City of Bryan has $48,925,000 principal amount of utility revenue bonds outstanding.
Denton
The G,ty of Denton is the county seat of Denton County, and is located within 35 miles of both
Dallas and Fort Worth. The 1980 population was 48,063, a growth of 21% from the 1970 census.
19
Denton is the home of both North Texas State Universit ; and Texas Woman s University with a
combined enrollment of approximately 26,000. Over 50 industrial firms provide diversity .o the
Denton economy.
The Denton electric system has five diesel generating units and five gas-fired steam turbine units
with an aggregate capability of 168 b1W.
The City of Denton operates its electric system as a separate utility and has $22,255,000 principal
amount of electric revenue bonds outstanding.
Garland
The City of Ca•land is located in northeast Dallas County, approximately 14 miles from down-
town Dallas. The 19W census population was 138,857, an increase of 7117c over 1970. An annupl payroll
of $115 million is contributed to the Garland economy by more than 300 diversified industrial firms.
The Garland electric system has two gas-fired steam generating plants with an aggregate
capability of 424 D1W. Texas Power & Light Company has operated in Garland since 1915, and
currently serves about 15% of the electric customers in the City.
The City of Garland operates its electric, water and sewer systems as a single municipal utility
and has outstanding $98,195,000 principal amount of utility revenue bonds.
Greenville
The City of Creenvillc is located 45 miles northeast of Dallas and is the county seat of Hunt
County. The Creenville economy is based primarily on light manufacturing, agri-business, "nd ranch-
ing. The 1980 census population was 22,161, up only slightly from the 1970 census.
The Greenville electric system has three gas-fired steam turbine generating units and eight
gas-fueled diesel electric generator- :ur use during periods of peak demand. Ile aggregate capability
of the Greenville system is 95 MA .
The City of Greenville ope.. its electric, ater and sewer systems as a single municipal
utility and has $24,940,000 principal amount of u.ility re.-nue bonds outstanding.
20
1
Historical City Electric Utility Operating Statistics
1978 1979 1980 1981 1982
MI of Bryan
Average Number of Customers
Residential 14,073 14A I 14,942 13,985 17,479
Commercial & Industrial 1,948 1,965 2,038 2,133 2,200
Other 178 183 179 184 186
Total Customers 16,199 16,429 171159 18,302 19,862
Kilowatt-Hour Sales (000)
Residential 151,074 136,439 157,334 16307 192,219
Commercial & Industrial 146,735 143,183 148,894 162,018 185,874
Other(1)(2) _ 177,056 133,186 149,508 144,$51 182,183
Total Saks 474,865 912,788 455,734 469,946 560,276
Revenue Per kWh of sales (mills) 39.9 38A 47.6 55.1 655
City of Denton
Averagr Number of Customers
Residential 12,931 13,870 15,705 16,225 17,132
Commercial & Industrial 2,603 2,608 2,420 2,186 2,213
Other 310 312 134 145 220
Total Customers 15.844 16,790 18,.459 18,556 19,565
Kilowatt-Hour Sales (000)
Residential 150,615 132,534 167,286 173,460 170,776
Commercial & Industrial . 284,290 276,199 301,988 308,348 303,577
Other(2) 23,106 23,579 2!,041 17,288 25,431
Total Sala 458,011 432,312 493,309 499,096 499,784
Revenue Per kWh of sales (mills) 40.0 41,5 43.4 51.8 63.2
City of Carland
Average Number of Customers
Residential 31,970 33,772 35,829 37,234 39,521
Commercial & Industrial 2,378 21580 2,727 3,098 3,137
Other _ 170 178 181 182 I80
Total Custome s 34.518 38,530 38 737 40,514 43,838
Kilowatt-Hour Saks (000)
Residential 575,196 544,288 608,207 589,922 601,150
Commercial & Industrial 571,416 561,114 567,4131 554,470 608,419
Other(2) 65,644 59,725 68,836 60,376 66,365
Total Sala 1,212,258 1,165,107 1,242,324 1,204,768 1275,931
Revoaue Per kWh of sales (mills) 32.0 33.0 37.8 453 59.5
City of Greenville
Average Number of Customers
Residential 7,881 7,970 7,994 81177 8,241
Commer,-W & Industrial 1,049 1,018 1,200 1,200 1,201
Other 59 65 63 70 71
Total Customers 8,969 9,053 9,257 91430 9,513
Kilowatt-Hour Sales (000)
Resldeotial 78,777 76,951 85,845 77,867 81,917
Commercial & Industrial 131,304 132,779 127,162 141,177 150,841
Other(2) 7,020 7,198 6,939 7,070 3,328
Total Sales 217.101 218,928 219,746 226,114 238.086
Revenue Per kWh of sales (mss) 42.9 43.7 48.8 00.6 64.0
Total Arenp Number of Customan 75,530 78,802 83,412 86,822 91,778
Tow KDowatt-Hour Salts (000)(2) 2,382,233 2,227,133 9,411,113 2,399.924 2,572,07
(1) Includes sales of power to the City of Coliege St&,40n, which sales were discontinued in
January, I=.
(g) Does not include sales to the other Cities and &azos.
El
Historical City U01ity Systems Operating Results
The following tat-le shows historical operating results of the utility systems of the Cities. Amounts
due under the Contract are payable solely from electric system revenues as an operating expense
thereof. The information presented has been summarized from data contained in the financial reports
of the Cities' utility systems. Condensed utility systems balance sheets for each of the Cities are
included herein as Appendix B.
(Dollars in Thousands)
Bryan (a)
1978 !979 19W 1981 1982
Electric System:
Revenues:
Residential 7,052 6,948 6,460 10303 13,991
Commercial and Industrial 6,171 6,587 7,376 9,254 12,721
Other(b) 7,199 7,237 9,028 10,632 14,252
Total 20,422 40,772 24,b92 30,194 40,064
Expenses Other than Depreciation:
Fuel 11,537 13,281 15,420 19,585 28,401
Other 2,749 1,805 2,987 3.882 4,673
Total 14289 14,680 19,387 13,487 33.074
Net Operating Revenues 6,136 5,~ 8,4`c) 8,727) 7,890)
Non-Operating Revenues (Net) (c)
Total Electric System Net Revenues 8,138 6,281 8,475 8,727 7,890
Water and Sewer Systems: 1
Revenue 3,131 g M 2"791 2,958 3,588 j
Expenses Other thin Depreciation 1,421 1,391 1,711 2,030 2,424
Total Water h Sewer Net Revenues 1,710 1,380 1.680 928 1,142
Other Revenues (Net) 513 552 710 1,124 997
Total Net Revenues(e) 8,359 6,199 8,285 8,779 9,999
Debt Service on Utility Revenue Boods(f) 3,918 4,202 2,857(g) 4,424 4,979
~t
(a) Operating Results are for the fiscal years ended September 30th.
(b) For Bryan, includes sales of power to the City of College Station, which sales were discontinued
in January, 1979.
(c) Included in Other Revenues (Net). ;
92
Bryan, Garland Lnd Greenville each operates its electr.., water, and sewer systems as a single municipal
utility, while Denton's electric sy:-teru is operated as a separate utility. Information relating to water and sewer
systems is presented for informational purposes only.
(Dollars in Thousands)
Denta.l(a) Carla nd (a) Cree n ville(a )
1978 1979 1960 1981 1982 1978 1979 1980 1981 1982 1978 1979 1980 1991 1982
6,575 6,048 7,600 8,327 11,209 22,"81 21,131 25,028 30,802 38,180 3,859 4,122 4,37E 5,341 5,495
10,979 11,061 12,629 15,983 18,526 18,591 18,535 28,148 35,505 37,713 5,349 5,223 5,661 8,155 9,615
1,089 1,121 1,518 1,675 2,299 5,911 5,067 696 455 11,545 195 293 733 408 624
18,643 18,228 21,747 25,985 32.032 44_783 94,733 53,872 66,762 87,438 9,403 9.&38 10,168 13,904 15,738
11,174 11,090 14,383 18,054 22,5P5 28,715 29,3139 36,778 47,492 65,960 5,266 4,937 6,644 9,110 11,887
2,414 2,014 2,620 3,971 ?,559 5,689 6,761 6,794 8,281 9,043 1,665 2,261 2,396 2,085 1,870
13,593 13,704 17,003 22,025 .16,147 34,604 36,130 43,452 55,773 75,003 6,931 7,201 9,040 11,195 13,757
:,05o 4,524 4,744 3,9130 588 10,119 8,60.7 10,390 10,989 12,435 2,472 2,931 1,726 2,709 1,981
317 4G4 794 1,177 1,087 438 7,13 711 966 1,189 (c) (c) (c) (c) (c)
5,387 4,988 5,538 5,137 6,973 10,617 9,336 11,101 11,955 13,624 2,472 9,137 1,726 2,709 1,981
(d) (d) (d) (d) (d) 11,275 11,231 12,852 12,353 14,230 1,242 1,475 1,498 1,528 1,567
(d) (d) (d) (d) (d) 5,562 6,243 7,374 7,990 9,052 609 853 768 918 980
5,713 4,988 5,478 4,363 !,-1 8 833 622 730 610 587
(d) (d) (d) (d) (d) 557 879 824 &33 751 488 301 428 937 825
5,387 4,988 5,538 5,137 6,973 19,887 15203 17,903 17,151 19;553 3,593 3,560 E,882 4258 3,193
737(h) 1,888 1,888 1,851 1,815 6,950 7,199 7,653 6,957 8,82E 1,771 1,789 1,790 1,829 2,297
(d) Denton's water and sewer systems are operated separately from its electric system.
(e) Before depreciation, interest expense, tax egnivalents and/or contributions to General Fund.
(f) Maximum debt service scheduled on outstanding bonds: Bryan $5,534,849 in 1984; Denton $2,183,823 in
1984; Garland X10,364,938 in 1983; Greenville $2,791,126 in 1998.
(g) Excludes amounts included in the City's 1980 Refunding Bonds.
(h) Excludes amounts included in the City's 1978 Refunding Bands.
23
i
DEBT SERVICE REQUIREMENTS
(Dollars in Thousands)
_ieries 1983 Bonds
Ikbt Service Total
Year Ending on Oa~tan3_ Debt Service
Septemb r 1 ing Bonds(1) Priacipal(2) Interest Total Requirements
1983 37,636(3) 0 17,6'98(3) 17,698(3) 55,334(3)
1984 78,072(3) 0 35,395(3) 35,395(3) 113,467(3)
1985 84,904(3) 0 35,395(3) 35,,;595(3) 120,299(3)
1986 87,035 0 35,395 35,395 112,490
1987 87,114 0 35,395 35,595 122,509
1988 8-1,111 3,570 35,395 38,965 128,082
1989 8'',123 3,805 35,163 38,965 126,091
1990 87,126 4,070 34,897 38,967 128,093
1991 87,120 4,375 34,592 38,tJ67 126,087
1992 87,126 4,715 34,253 38,968 126,094
1993 67,116 5,090 33,875 5&,965 125,081
1994 87,105 5,510 33,454 38,964 126,069
1995 87,110 5,990 32,981 38,971 126,081
1998 87,103 6,515 32,452 34,967 128,070
1997 81,749 14,170 31,865 48,035 127,784 t
1998 81,761 15,500 30,544 48,044 127,805
1999 81,775 16,945 29,042 46,037 127,812
2000 81,791 18,545 27,497 46,042 127,833 '
2001 81,797 20,295 25,745 46,010 127,837
2002 81,812 22,210 23,827 46,637 127,849
2003 81,828 14,700 21,722 36,422 118,250
2004 81,832 16,090 20,31A 36,416 118,248
i
2005 81,858 17,615 18,797 36,411 118,270
2008 61,878 19,290 17,124 36,414 118,292
£007 81,591 21,130 15,201 36421 118,312
2008 81,912 23,135 13,284 36,419 118,331
2009 81,937 25,3x5 11.088 38,411 118,348
2010 81970 11,740 8,880 36,410 118,3:10
2011 61,993 30,370 6,045 36,415 118,408
2012 57,581 33,260 3,160 36,420 94,291
(1) Net of Refunded Bonds.
(2) Serial maturities and mandatory redemption requirements for Term Bonds due 2003 and 2012.
(3) Principal payments of $690,000, $4,215,000 and $11,2710,000 are due in 1983, 1984 and 1985,
respectively. All interest on the Bonds, however, has been funded through March 31, 19M and, for
certain portions of the Bonds relating to Comanche Peak, through August 31, 1985.
24
SUMMARY OF CERTAIN PROVISIONS OF TILE PONVER SALES CONTRACT
Sale of Poorer and Energy
Except in the event a City exercises one of the options discussed below, the Contract requires
each City to purchase from the Agency all of the power and energy required for the operation of
its electric system in excess of the amount (i) supplied by any generation and transmission facilities
G%vned by it on October 7, 1976, (the date of the deli.•ery of Series 1976 Bonds), including facilities
under construction on sreh date and improvements or extensions of generating facilities which in-
crease the rated capacity thereof, so long as the incr;ase during any period of two successive fiscal
years of the Agency does not exceed 10 percent of the rated capacity of such generating facility
at the beginning of such period unless all of the Cities and the Agency waive such limitation and
(ii) supohicd from any generating facility constructed and owned by one or more of the Cities and
primarily fueled from and the construction ar,d operation of which i, incidental to the disp-sal of
solid waste. The Cities are also free to purchase or exchange power and energy with others than
the Agency (A) on an emergen-y, maintenance or standby basis, (B) en the basis of economic dis-
patch between the Cities and Brrzos or any one or more of such entities, or (C) under the existing
pooling agreement between the Cities and Brazos and future pooling agreements among them and
others, or any combination thereof, and the Agency. The Contract also requires the Agency to per-
form certain other services for the Cities. These include comprehensive planning, and undertaking
or coordinating design and economi, dispatch.
The Agency is required to devote its best efforts to the acnuisic;on of power and energy required
to meet the requirements under the Contract. If it is unable to meet such requirements, it shall
allocate its available power and energy among the Cities on a pro rata basis, unless a governmental
agency requires a different allocation, and other power purchasers as may be prodded by contract,
and the C'ties shall be permitted during said inabiIity of the Agency to purchase only such amounts
of power and energy as are not supplied by the Agency. The Contract will remain in effect for a
period of thirty-fi-;e years from September 1, 1976 or until all Bonds and certain other indebtedness
permitted by the Resolution. are paid, whichever occurs later.
Purposes For Which Bonds May Be Issued; Approvals Required
Bonds may be issued in connection vdin Projects, Development Projects and System Develop-
ment and Reliability Expenditures. No approval of the Cities is required for the issuance of Bonds
for a Development Project. Prior to the issuance of the initial series of Bonds to finance a Project
(other than Gibbons Crcek which, by the terns of the Contract, is approved) or to finance System
Development and Reliability Expenditures, the Agency is required to submit a written notice to
each City containing a general description of the Project proposed, the projected sources and uses
of funds in connection therewith and a statement of the Agency's opinion that such proposed Project
is necessary for the Agency to meet its commitments under the Contract aml is economically `easible.
Each City is requireu thereafter to notify the Agency within 60 days of its approval or disapproval,
and failure to notify the Agency within such period is deemed to constitute approval. If all of the
Cities indicate 6r approval, or are deemed to have approved, the Agency may issue Bonds therefor
without the necessity of an further approvals by the Cities. If one or more Cities disapprove and
elect Option Two, hereinafter discussed, the Cities which approved may notify the Agency of their
desire to commence the Project and if the Agency determines that the Project is still feasible, it
may issue iionds therefor. If any dfeapproiing City elects Option One, then no additional Bonds,
which are payable from the net revenues of the System, may be issued for such proposed Project
or any futur~i proposed Project.
Election of Options Upon Disapproval
Any City disapproiing a propus-A Project is required to elect one of two options set forth in
the Coutt,ict. The effc. Live dale of the option elected shall be the first day of the Escal year of the
Agency which is more than 90 days after the date the City disapproves a Project.
25
I
1
1
Option One. If any disapproving City elects the first option ("Option One"), all Cities shall
thereaftce be entitled to schedule and receive the same propo•tion of the available power and
energy from the System as their respective Net Energy for Load bears to the total Net Energy
for Load of all Cities for the corresponding month of the completed fiscal year of the Agency next
preceding the effective date of said Option and shall be obligated to pay to the Agency the same
percentage of the Annual System Costs.
Option Two. If any disapproving City elects the second option ("Option Two") and no disap-
proving City elects Option One, the disapproving City shall take or pay for an amount (not a
percentage) of power and energy equal to the amount of power and energy purchased by such
City from the Agency during the corresponding month of the 12 consecutive month period pre-
ceding the calendar month of the effective date of the exercise of said Option or such other
amount as may from time to time be agreed upon by such City, the Agency and the other Cities
at the rates and charges established under the Contract.
The amount due from each City after any City elects Option One and the amount due from any
City wbich elects Option Two shall be due and payable irrespective of whether an- power and
energy is delivered or made available for delivery.
Rues and Charges
The Contract provides that the rates and charges for power, energy and services shall be (1)
nondiscriminatory, (2) fair and reasonable and be based on the cost of providing the power, energy
and services with respect to which the rates or charges are based and (3) adequate (after taking into
consideration other moneys received or anticipated to be received) to pay or make provision for paying
Annual System Costs.
Payments by Cities
Except in the event of the exercise by a City of Option One, in which case each City is obligated
to pay its share of Annual System Costs as explained above, the Cities are obligated to pay for power,
energy and services pursuant to rates and charges established therefor by the Agency.
In addition, each City has covenanted that whenever the amount of money on deposit in the Bond
Fund is less than the full amount acquired to be on deposit therein, :without giving consideration to
transfers made from other than the Revenue Fund or from Bond proceeds (provided that transfers
may be made from the Reserve Fund to the Bond Fund for not more thari two consecutive months)
it will pay directly to the custodian of the appropriate fund its Percentage Share of that amount which
will be sufficient to establish or reestablish the amount required under the terms of the Resolution
to be on deposit in the Bond Fund, tine Reserve Fund and the Contingency Fund. The obligation
of the Cities to make such payments is absolute and unconditional and does not depend upon
whether the Agency is in compliance with the provisions of the Contract or whether power and
energy are available to the Cities from the Agency. The Contract recognizes that the holders of Bonds
shall be third party beneficiaries to such covenant. Each City's portion of such payments, if required,
shall be determined, except as described below, on the basis that each City's Net Energy , Far Load
for the preceding fiscal year of the Agency bore to the total aggregate Net Energy for Load of all
Cities for such fiscal year of the Agency, and the sum of adjusted percentages shall equal 10001o.
If any City s'"Id disappro•:e a future Project and elect Option One, such percentages shall be
fixed for each City at the percentage its Net Energy for Load bore to the Net Energy for Load of
all Cities for We fiscal year of the Agency next preceding the effective date of said Option. If any
City disapproves a Project and elects Option Two, the amount of its Net Energy for Load for the
purpose of annual adiustments of the percentages shall be fixed at its Net Energy for Load in the
fiscal year of the Agency next preceding the effective date of said Gption.
In any instance, except that occasioned by the failure of a City or other power purchaser to pay
for power and energy, In which the funds of the Agency are InsufRetent to pay Operating and
28
i
Maintenance Expenses or other expenses (other than amounts required to be paid into the Bond
Fund, Reserve Fund and Contingency Fund as described above) payments shall be made ti the
Agency by the Cities in the Percentage Shares determined as set forth above. In the event that the
Agency is held to be in default under the provisions of the Resolution by reason of the inadequacy
of payments required to be made by the Cities under the Contract, the Cities shall cure the default
by making payments in the Percentage Shares determined as set forth above. Under cerrain circum-
stances a new power purchaser or a new member of the Agency (see "Re-creation of Agency") may
assume primary liability for making certain payments to the Agency, including the obligation to
make payments to the Custodian of the Bond Fund referred to ebove, but such assumption shall
not discharge the liability of the Cities and the Cities shall remain secondarily liable to make such
payments.
The covenant of the Cities to make payments direct]), into the Bond Fund, Reserve Fund and
Contingency Fund applies to all Bonds issued in order to fully provide funds for (i) Projects approved
under the Contract, including the design, construction and placing of such Project in commercial
operation or to meet any requirement of law, including those of a regulatory agency having jurisdic-
tion, or to pay judgments or casualty losses not covered by insurance, or to meet a safety or overriding
publin necessity, and (ii) certain other purposes. The Agency has covenanted in the Resolution that
it will not issue any additional Bonds under the Resolution unless the Agency has obtained an
opinion from bond counsel, selected by it, that the additional Bonds are payable from the same
sources and are se --ed in the same manner as the outstanding Bonds and that the obligation of the
Cities to make payments directly into the Bond Fund, Reserve Fund and Contingency Fund as
described above is equally applicable to the additional Bonds.
The Contract provides that all payments by a City under the Contract, including any payments
required to be made to the Custodian of the Bond Fund, shall constitute an operating expense of its
electric system payable soieiy from the revenues and receipts of such electric system.
Recreation of Agency
Under the Act, d.e Cities are given the authority to recreate the Agency by the addition or
deletion, either or both, of a public entity as defined in the Act, so long as there is no impairment
of obligation of any existing obligations of the Agency.
Unless certain procedures are followed, each City covenants and agrees that it will not join with
any of the other Cities to recreate the Agency so as to delete a City but the obligation to make
payments directly into the Bond Fund, Reserve Fund and Contingency Fund referred to above shall
remain unaffected until the Bonds theretofore and thereafter issued for completion of Projects have
been paid and retired. After the Agency receives notic of the intent of a City to withdraw, no Bonds
payable from the net revenues of the system shall be issued for a new Project.
Unless certain procedures are followed, each City covenants not to join with any other eu,tity to
recreate the Agency by the addition of an entity unless the entity being added expressly either (i)
assumes the primary liability for a pro rata share of the Bonds and subordinated indebtedness of the
Agency then outstanding (which shall not discharge the liability of those who were obligated when
such debts were incurred, who remain secondarily liable) as well as the obligation to make payments,
directly to the Bond Fund, Reserve Fund and Contingency Fund referred to above, and assumes
thereafter to pay its share of the remainder of the Annual System Costs, or (ii) agrees that it will be
obligated ou,ly with respect to the payment of Annual System Costs for projects which are approved
after the re-creation of the Agency, but in no event shall the Cities be relieved of the obligation,
referred to above, to pay the amounts required to be paid into the Bond Fund, Reserve Fund and
Contingency Fund with respect to all Bonds theretofore or thereafter issued without regard to sucb
new entity. The Agency and the Cities must approve which of these two choices is made by the
new entity.
27
Rate Crveront of Cities
Each City covenants to establish, maintain and collect rates and eha-ges for the electric service
of its electric system which shall produce r,venucs at least sufficient, together with other revenue
available to such zlectric system and available electric system reserves, to enable it to pay to the
Age-icy, when due, all amounts ^ayable by such City under the Contract.
Sate of Electric Distribution System by 0"ies; Assignment of Rights
Under the Contract and the Resolution, no sale or other disposition by a City of its electric
utility distribution system as a whole or substantially as a whole may become effective during the
term of the Contract. A City may assign its rights under the Contract but such assignment shall not
relieve -uch City of its obligations under the Contract during the time any Bonds are outstanding.
Amendments
i~
The Contract may by its terms be amended by the Agency with the consent of all the Cibet
except that the covenant to make payments directly into the Bond Fund, the Reserve Fund and
the Contingency Fund, the prosision relating to re-creation of the Agency and certain other pro- j
visions may not be amended. f
SUMMARY OF CERTAIN PROVISIONS j
OF THE RFSOLUTION i
Pledge of Revenues and Funds; Application of Rer.-nues
The payment of the principal of, premium, if any, an-] interest on the Bonds is secured by an
irrevocable first lien on and pledge of (i) the Net Revenues and (u) all funds, including investments
thereof, confi..aed by the Resolution, other than the Revenuo Fend, and the Revenue Fund subject
to the payment of Operating and Maintenance Expenses. The Resolution confirms the following
funds for the. application of the revenues of the Agency:
FunL4 Held By
Revenue Fund . A Depository
Bond Fund . Custodian of the Bond Fund
Reserve Fund Custodian of the Reserve Fund
Contingency Fund A Depository
Construction Fund . A Depository
InterFirst Bank Dallas, N.A., Dallas, 'texas, has been appointed Custodian of the Bond Fund :u:d
the Reserve Fund. The Chase Manhattan ]lank N.A, Ncw York, New York and BancTEXAS Dallas
N.A., Dallas, Texas, have been appointed Paying AFents, and BaneTEXAS Dallas N.A., Dallas, Texas,
has been appointed Registrar for 'he Series 1953 Bonds. Under the Resolution, the Agency may
change any Custodian for cause. There is no trustee apix intnl under the Resolution.
Revenue Fund
Pursuant to the Resolution, the Cross Revenues of the Agency shall he deposited as received
into the Revenue Fund. Amour.,s on deposit in the Revenue Fund shall be used in the following
order of priority:
(1) for the payment of Operating and NWntenance Expenses as they become due;
(2) for required deposits into the Bond Fund;
(3) for deposits In the Reserve Fund to the extent required by the Resolution;
28
(4) for deposits into the Contingency Fund to the extent required by the Resolution;
(5) to cure any deficiency in the Bond Fund, Reserve Fund or Contingency Fund, in that
order;
(6) for other lawful purposes, including:
(a) deposits into a Fuel Resen•e Account, established as part of the Revenue Fund
for use in paying the cost of fuel acquisition or replacement or fuel wcrking capital; and
(b) distribution to the Cities if the Board of Directors of the Agency determines that
amounts so to be distributed are not required for the foregoing purposes.
Bond Fund
Amounts in the Bond Fund shall be used for the pa;-ment of the principal of, premium, if any,
and interest on the Bonds as the same become due or ar. required to be called for redemption, and for
the purchase of Bonds for credit against mandatory redemption requirements. On or before the 25th
day of each month, the Board of Directors of the Agency shall cause to be transferred from the
Revenue Fund to the Bond Fund in equal monthly installments the amount determined by the Board
of Directors of the Agency to be necessary to provide for the payment of the principal of, premium,
if any, and interest on the outstanding Bonds as the same become due or are required to be called for
redemption. In the event the moneys in the Revenue Fund are not sufficient to permit the required
transfers to the Bond Fund, the amount of the deficiency shall be transferred to the Bond Fund
from other funds as provided in the Rcsolution.
Reserve Fund
The Agency shall maintain in the Reserve Fund an amount equal to the Average Annual Debt
Service of the outstanding Bonds calculated as of the dTte of, and giving effect to, the last series of
Bonds delivered. In the event that the moneys in the Revenue Fund are not sufficient to make any
required transfer to the Bond Fund, an amcur.t equal to the deficiency shall be transferred to the Bond
Fund from the Reserve Fund, unless such amount has been transferred to the Bond Fund from the
Contingency Fund. Any deficiency in the Reserve Fund resrdting from transfers to the Bond Fund
shall be made up by not more than 38 equal monthly deposits into the Reserve Fund. Any moneys
in the Reserve Fund in excess of the amount required to by on deposit therein not require to be trans-
ferred to the Bond Fund to make up any deficiency therein may be transferred to the Revenue Fund.
Contingency Fund
The Agency shall deposit into the Contingency Fund not less than $2,000,000, or such greater
Mount as may be determined by the Agency and the Cities, from the proceeds of Bonds or other
funds of the Agency available therefor, on or before the date of commercial operation of the initial
electric generating facility owned in whole or in part or operated by or on behalf o% the Agency. (The
sum of $2,000,000 was deposited to the Contingency Fund from the proceeds of the Series 1950
Bonds.) Any deficiency In the Contingency Fund shall be made up by not more than 30 equal monthly
transfers from the Revenue Fund, and any moneys in the Contingency Fund in excess of the amount
required shall be transferred to the ;pond Fund or Re:crve Fund to make up any deficiencies therein,
and otherwise to the Revenue Fund. If funds are not othervise available for such purposes, moneys
in the Contingency Fund may be used to pay the cost of (a) extraordinary renewals, replacements
and additions to and extensions of the System required for its continuing operation, and (b) extra-
ord'nary operation and maintenance costs of the System. If the amount of money on hand in the
Boed Fund and the Reserve Fund is not sufficient to pay the principal of, premium, if any, or the
interest on the Bonds when due, amounts on hand in the Contingency Fund shall be transferred
to the Bond Fund to cure the deficiency.
29
Construction Fund
The Agency shall deposit into the Construction Fund such amounts as are required by the
Resolution to be applied to the payment of the cost of acquisition and construction of facilities
financed by the issuance of Bonds. Upon the substantial completion of a Project, moneys in the
Construction Fund allocable to such Project shall be deposited in the Bond Fund or the Reserve
Fund to make up any deficiencies therein, and, in the absence of any such deficiencies, may be
deposited in the Bond Fund for use in retiring Bonds prior to maturity or used for the payment of
the cost of acquisition and construction of faciIties financed by the issuance of Bonds, as the
Agency may direct.
Investment of Moneys in Funds
Moneys in the Bond Fund and the Reserve Fund shall be invested by the Custodian in Invest.
ment Securities upon instruction from the Agency. Moneys in the Revenue Fund, Contingency Fund j
and Construction Fund may be so invested by the Agency. The Agency will prudently select invest-
ments based on the recognition of when the moneys being so invested will be needed for the
purpose for which they were originally deposited. In computing the amount in any fund, obligations
purchased shall be valued at the amortized cost thereof.
Additional Bonds
The Agency may issue additional Bonds in one or more series as needed from time to time for the
lawful purposes of the Agency with respect to the System, including payment of the principal of,
premium, if any, and interest on any subordinated indebtedness issued for such purposes. All
additional Bonds shall be pavabie from the same source and secured in the sama manner on a parity
with all other Bonds.
Additional Bonds may be issued only if the following conditions have been met:
(a) The Agency is not in default under the Resolution or in the payment of subordinated
indebtedness.
(b) The issuance of the additional Bonds is permitted under the laws of the State of Texas.
(c) The resolution authorizing the additional Bonds
(i) reaffirms the provisions of the Resolution with regard to deposits t - Se made into
the Bond Fund for the payment of Debt Service and specifies the amount of Bond proceeds,
if any, to be deposited in any fund established in the Resolution; and
(ii) pro%ides for the deposit in the Reserve Fund of an amount such that the total
amount on deposit therein is not less than the Average Annual Debt Service on all out-
standing Bonds including the additional Bonds.
(d) The Agency has obtained a certificate from each City showing a forecast of operating
results of its electric system which demonstrates the ability of each City to meet the obligations,
including payments to the Agency, payable from the revenues of its electric system for the period
of (i) ten ensuing fiscal years of each City or (it) each ensuing fiscal year of each City until the
third fiscal yvar after the latest estimated completion date of any Project previously approved by
the Cities, whichever is later; and an independent engineer or engineering firm retained by the
Agency has reviewed such forecast and has executed a certificate to the effect that in his opinion
such forecast is reasonable and that the Agency will have the ability to meet its obligations during
each fiscal year of the forecast period.
(e) The Agency has obtained a report from an independent certified public accountant
indicatirg that the Net Revenues (i) for the fiscal year next preceding the date of the additional
30
Bonds or (ii) for 12 consecutive months out of the 1S months next preceding the date of the
additional Bonds, were equal to at least 1.25 times the Debt Scrvice for such period, excluding any
Bond proceeds deposited in the Bond Fund for the payment of interest, except that such require-
ment is not applicable to additional Bonds issued for the purpose of completing the financing of
a Project for which Bonds have been issued.
(f) The Agency has obtained an opinion from bond counsel, selected by it, that the additional
Bonds are payable from the same sources and secured in the same manner as the then outstanding
Bonds and that the obligation of the Cities to make payments directly into the Bond Fund, Reserve
Fund and Contingency Fund unde• certain circumstances, as described in "Summary of Certain
Provisions of the Power Sales Contract -Payments by Cities", is equally applicable to the
additional Bonds.
(g) From and after one year from the date of commercial operation of an electric generating
facility, the proceeds of Bonds (other than accrued interest) may not be used for the purpose of
paying interest on any outstanding Bonds issued to provide funds for such facility.
Refunding Bonds
The Agency may issue Bonds to refund all jr any part of its outstanding Bonds, provided that the
requirements for the issuance of additional Bonds shall be met, except that if the Debt Sea r'ce for the
refunding Bonds will in each year be less than the Debt Service for the Bonds being refunded, the
requirements described in paragraphs (d) and (e) under "Additional Bonds" above shall not apply.
Subordinated Indebtedness
The Agency may issue evidence of indebtedness for any purposes set forth in the Act secured by
a pledge, subordinated in all respects to the pledge in favor of the Bonds, of Net Revenues as may
from time to time be available for the purpose of pa) mcnt thereof after the payments required to be
made into the Bond Fund, the Reserve Fund, the Contingency Fund and any additional rund estab-
lished by the Resolution.
Incurrence of Other Indebtedness
The Resolution does riot restrict the incurrence of other indebtedness by the Agency payable out
of any source other than the Net Revenues and funds plc ged for the payment of the Bonds.
Covenant as to Rates and Charges
The Agency will, at all times while any of the Bonds are outstanding, eatablisb, fix, prescribe and
collect rates and charges for the sale or use of eleoric power and energy or serv^ces produced, trans-
mitted, distributed or furnished by the System which, together with other income, are reasonably
expected to yield Net Revenues equal to at least 1.25 time the Debt Service of all outstanding Bonds
for the fiscal year for which such rates and charges shall apply, excluding Bond proceeds de ' posited
in the Bond Fund for the payment of interest in such fiscal year, and promptly upon any material
change in the circumstances which wpte contemplated at the time such rates and charges wcra most
recently reviewed, but not less fr.quently than once in each £sccl year, shall review the rates and
charges for electric power av4 :nergy and senices end shall as necessary revise such rates and charges
to comply with the foregoing requirement, provided 'hat such rates, charges and income shall in any
event produce moneys sufficient to enable the Agency to comply with all its covenants under the
Resolution and to pay all obligations of the Agency, including any subordinated indebtedness.
Curtain Other Covenants
Against Encumbrances. Except in connection with the acquisition of real property or fuel
resources, the Agency will not create, and will use its best effort to prevent the creation of, any
31
mortgage or lien on the System or any part thereof or any property needed for the proper operation
of the System or for the maintenance of the revenues therefrom. The Agency will not create, or permit
the creation of, any pledge, lien, charge, or encumbrance upon Net Revenues or funds pledged for
payment of the Bonds except as provided in or permitted by the Resolution.
Disposition of Properties. The Agency will not sell or otherwise dispose of any property needed
for the proper opef ation of the System or for the maintenance of the revenues therefrom, with the
exception of fuel, which may be sold by the Agency at a reasonable price if the Board of Directors
of the Agency determines that such sale is in the best interest of the Agency. The Agency will not
enter into any lease or agreement which impairs or impedes the operation of the System or which
impairs or impedes the rights of the Bondholders with respect to the Net Revenues.
Notwithstanding the foregoing, the Agency, with the prior written approval of the Cities, may
sell an ownership interest in a portion of the System to another party and in consideration therefor
acquire an ownership interest in property used in the generation or transmission of electric energy !
or other "electric facilities" as defined in the Act, provided that the ownership interest so acquired
shall become a part of the System and shall be an Approved Project as that term is defined in the
Contract.
Maintenance of Revenues; Power Sales Contract. The Agency will at all times comply with all
terms, covenants and provisions, express and implied, of all contracts and agreements entered into by
it for electric power and energy furnished by or available to the System and all other contracts and I
ageements affecting or involving the System or the business of the Agency with respect thereto. The I
Agency shall promptly collect all charges due for electric pourer and energy and services supplied by
it as the same become due, and shall at all times maintain and promptly aid vigorously enforce its
rights against any party who does not pay such charges when due. The Agency shall enforce the pro-
visions of the Contract and duly perform its covenants and agreements thereunder.
Inwran:e. Subject in each case to t.w condition that insurance is obtainable at reasonable rates
and upon reasonable terms and conditions, the Agency %%V procure and maintain, or cause to be pro-
cured and maintained, at all times while any Bonds are outstanding, i tsurance on the System in such
amounts and against such risks as are usually ir,surable in connection with similar systems and are
usually carried by electric utilities op era'ing similar systems (such insurance to be adequate in
amount and as to the risks insured against, and to be maintained with responsible insurers) and
public liability and property damage insurance as is usually carried by municipal electric utilities
operating similar properties. The Agency may establish and create a special fund to be held by a
depository for the purpose of providing a self insurance fund and the amount deposited in such fund
in any fiscal year shall be charged as an OperF•:ng and Maintenance Expense. To the extent amounts
may be held in much fund, the face amount ,;r appropriate insurance policies may be reduced.
Books and Records. The Agency covenants that proper hooks of record and account will be kept
in which full, true and correct entries will be male of all income, expenses and transactions relating
to the System. On or before 120 days after the clo,,- of each fiscal year, a statement for the preceding
fiscal year showing the gross operating income and revenues, the operating and maintenance charges
and the net operating income of the System and a balance sheet of the Agency as of the end of such
fiscal year, all certified by an independent certified public accountant, will be made available at the
office of the Agency. The Agency further covcnar..~ that the System and all books, records, accounts,
documents and vouchers re!ating to the constructic,n, operation, maintenance, repair, improvement
and extension thereof, will at all times be open to inspection by the holders of Bonds and their
representatives.
Reconstruction of Ow System; Application of Insuraruce Proc^,eds. If any useful portion of the
Systcin shall be damiged o* destroyed, the Agency shall, as expeditiously as possible, continuously
and diligently prosecute or cause to be prosecuted the reconstruction or replacement thereof, unless
the Agency determines that such reconstruction or replacement is not in the interests of the Agency
32
and the Bondholders. The proceeds of any insurance paid on account of such damage or destruction,
other than business interruption loss insurance, shall be paid into the Construction Fund and made
available for, and to the extent necessary applied to, the cost of such reconstruction or replacement,
if any.
No Free Use of Facilities. None of .he net electric power and entri,v owned, controlled or sup-
plied by the Agency or other services shall be furnished or supplied free. If the Agency sells fuel or
water developed or made available by or for the System, a reasonable charge therefor shall be made.
Amendment of Contract. The Agency covenants that it will not permit any amendment to the
Contract or give any consent permitted or required by the Contract unless the Agency has obtained
an opinion of bond counsel, selected by it, to the effect that such amendment or consent will not
adversely affect the security of Bondholders by lessening the amount to be paid to the Agency there-
under or changing the source or nature of such payment. (See also "Summary of Certain Provisions
of the Power Sales Contract, Amendments".)
Amendment of Resolution
The Resolution and the rights and obligations of the Agency and of the holders of the Bonds
may be modified or amended at any time with the written consent of the holders of at least sixty
per cent in principal amount of outstanding Bonds, and (ii) in case less than all series of outstanding
Bonds are affected by the modification or amendment, of the holders of at least sixty per cent in prin-
cipal amount of the outstanding Bonds of each series so affected, provided, however, that if suzb
modification or amendment will, by its terms, not take effect so long as any Bonds of any specified
series remain outstanding, the consent of the holders of Bonds of such series shall not be required
and Bonds of such series shall not be deemed to be outstanding for the purpose of any calculation of
outstanding Bonds. No such modification or amendment shall (A) extend the maturity of any Bond,
or reduce the principal amount or redemption price thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the holder of each Bond so affected, or (B) reduce
the aforesaid percentage of Bonds required for the affirmative vote or written consent to an amend-
ment or modification of the Resolution without the consent of the holders of all of the outstanding
Bonds.
The Resolution and the rights and obligations of the Agency and of the holders of the Bonds may
be modified or amended at any time by a supplemental resolution, without the consent of any Bond-
holders, but only to the extent permitted by law and only to add to the covenants and agreements
of the Agency contained in the Resolution or other covenants and agreements thereafter to be
observed, or to surrender any right or power herein reserved to or conferred upon the Agency; or
(ii) to cure any ambiguity, or to cure or correct any defective provision contained in the Resolution,
upon receipt by the Agency of an approving opinion of bond counsel, selected by the Agency, that
the same is needed for such purpose ar,d will more clearly express the intent of the Resolution.
Discharge of Indebtedness
All outstanding Bonds of any series and all coupons appertaining to such Bonds shall prior to
the maturity or redemption date thereof be deemed to have been paid and shall cease to be entitled
to any lien, benefit or security under the Resolution, and all covenants, agreements and obligations
of the Agency to the holders thereof shall thereupon cease, terminate and become void and be dis-
charged and satisfied if (i) in case any of such Bonds are to be redeemed on any date prior to their
maturity, the Agency shall have given notice of redemption of such Bonds on said date, and (ii)
there shall have been deposited with the Paying Agents either (A) moneys in an amount which shall
be sufficient, or (B) Investment Securities (including any Investment Securities issued or held in
book-entry form on the books of the Department of the Treasury of the United States), the principal
of and the interest on which when due will provide moneys which, toget}er with the moneys, if any,
deposited with the Paying Agents at the same time, shat be sufficient to pay when due the principal
of, premium, if any, and interest to become due on such Bonds on and prior to the redemption date
or maturity date thereof, as the case may be.
33
Notice of Redemption of Bonds
Notice of redemption (except as provided below) shall be given by publication at least once
prior to the redemption date in a financial journal or newspaper of general circulation in The City
of New York and a journal or newspaper published in Texas, such publication to be not less than
30 days before such redemption date. If any Bond called for redemption is registered as to principal,
notice of redemption thereof shall also be mailed, not less than 30 days prior to the redemption
date, to the registered owner thereof, but neither failure to mail such notice nor any defect In any
notice so mailed shall affect the sufficiency of the proceedings for the redemption thereof. Each
notice of redemption shall state the redemption date, the place of redemption, the principal amount
and, if less than all, the distinctive numbers of the Bonds to be redeemed, and shall also state that
the interest on the Bonds in such notice designated for redemption shall cease to accrue from and
after such redemption date and that on said date the redemption price plus accrued interest will
become due and payable on each of said Bonds. If at the time of giving notice of redemption there
are no outstanding Bonds except Bonds registered as to principal, publication of such notice shall
be deemed to have been waived if the Registrar executes a certificate to the effect that such notice
was mailed to each registered owner of such Bonds at his address as it appears on a ledger kept
by the Registrar or at such address as he may have filed with the Registrar for that purpose.
Events of Default and Remedies of Holders
Events of default specified in the Resolution include (1) failure to make any payment of prin-
cipal of, premium, if any, or any installment of interest on, the Bonds, when the same become due
and payable; (ii) default in Any covenant, undertaking or commitment contained in the Resolution,
the failure to perform which materially affects the rights of the holders of Bonds, and the con-
tinuation thereof for a period of 60 days after notice of such default by any holder of any Bonds;
and (iii) the dissolution or liquidation of the Agency, other than re-creation as provided by the
Act or the Contract, the Sling by the Agency of a voluntary petition in bankruptcy, the commission
by the Agency of any act of bankruptcy, adjudication of the Agency as a bankrupt or assignment
by the Agency for the benefit of its creditors, the entry by the Agency Into an agreement of compo-
sition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable
to the Agency in a proceeding for its reorganization under any applicable law or statute.
Upon the happening and continuance of any such event of default, any holder of Bonds may
proceed against the Agency for the purpose of protecting and enforcing the rights of the holden
of Bonds under the Resolution, by mandamus or other suit, action or special proceeding In equity
or at lava, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained therein, or thereby to enjoin any
act or thing which may be unlawful or in violation of any right of the bolder of Bonds under the
Resolution, or any combination of such remedies. Each such right or privilege sball be In addition
to and cumulative of any other right or privilege and the exercise of any right or privilege W or
on behalf of any holders of Bonds shall not be deemed a waiver of any other right or privilege
thereof.
If an event of default has occurred, then moneys of the Agency shall be applied first to the
payment of interest on Bonds that has become due and second to the pro rata payment of the
principal amount of and premium, if any, on Bonds outstanding which have become due.
I
I
34
i
SUMMARY OF CERTAIN PROVISIONS OF THE JOINT
OWNERSHIP AGREEMENT
I
The joint Ownership Agreement grants the Agency a 8.21/1o undivided ownersbip interest in
the Comanche Peak Station, and certain related nuclear fuel, the acquisition of such interest from
DP&L having now been approved by the NRC.
The agreement establishes an Owners Committee, one member bein; designated by each
owner, for the purpose of securing effective cooperation, interchange of information, and providing
consultation on a prompt and orderly basis among the patties. All decisions of the Owners Com-
mittee are by agreement of representatives of owners whose ownership shares in the aggregate
exceed 5M, but the decision of such majority must not be arbitrary and capricious or contrary
to the terms of the agreement. The representative of an owner who feels that a decision is arbitrary
or capricious or is contrary to the terms of the agreement may require that the matter be submitted
to a project consultant who will arbitrate the question.
TUCCO is designated project manager and as such is responsible for the licensing, construc-
tion, insuring, operation and maintenance of the Comanche Peak Station and for the procurement
of nuclear fuel, the procurement of services for conversion, enrichment and fabrication of fuel, the
licensing of the use of fuel, and its storage, transportation, disposition, use and reprocessing.
The Agency is obligated to pay 62% of all future (i) construction costs, (ii) nuclear fuel
costs, and (iii) operating costs (after the station is placed into commercial operation) (iv) a man-
agement fee of five percent of its pro rata share of operating costs and (v) a management fee of
five percent of its pro rata share of fuel cost (subject to certain cost escalation limitation Subject
to certain operational exceptions, the Agency is entitled to receive 13.201o of the net PONS r output
that the station is capable of producing at any given time.
The signatories to the agreement (i) with respect to third party tart and contract claims, are each
responsible for its ownership share thereof as a part of the project costs, except each is totally
responsible for its own willful action, breach of the agreement and claims of its own customers;
(ii) have no cause of action or remedies against each other for injuries to others, or damage to
project property or property of others, by reason of the construction, operation or ownership of the
station except for willful action or breach of the agreement (unless the breach is the failure to
follow Prudent Utility Practice); (iii) have the right to sell or otherwise dispose of its interest
(subject to the right of first refusal of other owners); (iv) are relieved of the obligation to perform
when the same is prevented by an uncontrollable ;orce; (v) are required to pay any taxes due on
their respective ownership interest in the project; and (vi) waive the right of partition.
The agreement is to continue in force, to the fullest extent permitted by law, so long as two or
more parties continue to own an interest in the station.
If the station is damaged or destroyed in whole or in part and insurance proceeds plus any
deductible cover the estimated cost of repair or replacement, the station must be repaired or
replaced, unless otherwise unanimously agreed. If the estimated cost of repair or replacement is not
so covered, and all of the owners do not agree that the same is to be repaired or replaced, then any
owner who does not agree to do so is obligated to sell its interest to the approving owners at a price
specified in the agreement.
The project manager is required to take necessary steps to surrender the operating license and
to decommission or sell any affected portion of the Comanche Peak Station if directed to do so by
final action of the NRC, or by a court of competent jurisdiction or by owners whose aggregate
Interests exceed 13~o of the Comanche Pesk Station.
If an owner defaults in making any payment or performing any obligation at the time and In
the manner specified, after receiving thirty days notice of such default, the non-defaulting owners
may (i) discuntinue the project and liquidate the same, or (11) make the payment or perform the
obligations for the defaulting owner. If the default continues for six months, the non-defaulting owners
35
may (A) pursue all remedies afforded by law, (B) require the defaulting owner to cease taking its
share of energy, and (C) acquire the undivided interest and energy entitlements of the defaulting
owner at the defaulting owner's cost, less depreciation and the amount necessary to remedy the
default.
Before transmitting power and energy in interstate commerce, an owner is required to (i) give
adequate notice thereof to the remaining owners so as to permit them to arrange their affairs to
avoid federal regulation under the Federal Power Act and (ii) engage in such transmission only
pursuant to sections 202(d), 210 or 21l of that Act. The Agency has waived its rights under this
provision should the Companies transmit power and energy in interstate commerce. iiee "Regulatory
Bodies, Interstate Transmission").
FACTORS AFFECTINC THE ELECTRIC UTILITY INDUSTRY
The electric utility industry, of which the Agency and the Cities are a part, in general has been
experiencing, or may in the future experience, problems including (a) increased costs of fuel, wages,
materials, equipment and licensing requirements, (b) substantially increased capital outlays and
longer construction periods for the larger and more complex new generating units, (c) uncertainties
in predicting future load requirements, (d) increased financing requirements and costs coupled with
limited availability of capital, together with interest rate limitations under State law, especially as
they relate to the financing of public projects, (e) exposure to cancellation and penalty charges on
new generating units under construction, (f) fuel availability, and uncertainty about disposal of
spent nuclear fuel, (g) compliance with rapidly changing environmental, safety and licensing require-
ments, particularly for nuclear facilities after the Three Mile Island incident, (h) litigation and
proposed legislation designed to delay or prevent construction of generating and other facilities and
to limit the use of existing facilities, (i) uncertainties associated with the development of a
national energy policy and (j) discovery of equipment design flaws after the commencement of
operations. Any of these factors may require modification of facilities and in some cases delay
construction with resulting increases in construction and operating costs.
National energy legislation was enacted in November 1978. Such legislation seeks to achieve the
conservation of energy and the development and use of more plentiful domestic fuels through various
regulatory and tax provisions. Among other things, it is designed to increase the use of coal as boiler
fuel and decrease the use of natural gas and oil. The legislation also regulates, at the federal level,
intrastate gas prices. The Agency is presently unable to predict the ultimate effect of this legislation
upon its operations and upon the operations of the Cities. (See "Cities Electric Systems').
REGULATORY BODIES
Public Utility Commission
The Public Utility Commission of Texas (the `Commission') was created in 1975 by the Texas
Legislatur! to regulate certain utility rates, operations, and services within the State.
The Agency. The Agency has taken the position that under the Texas Public Utility Regulatory
Act (the "Statute") the Commission does not have jurisdiction over the Agency. In Docket No. 41
of the Commission, issued on October 3, 1978, the Commission found that it did not have jurisdiction
to require the Agency to obtain certificates of convenience and necessity before building facilities
within the State. On July 22, 19W, the Attorney General of Texas rendered an opinion that the Com-
mission has no original or appellate jurisdiction over the rates and services of the Agency, and that
the Agency is only required to submit certain reports to the Commission. The Act, which reserves to
the State the right to regulate the rates of the Agency, provides that the State will not limit the powers
of the Agerv_v to establish and collect rates and charges as will produce revenue sufficient to pay,
among other things, operation and maintenance expenses and debt obligations of the Agency. (See
'The Agency, Powers Under the Act, Rates and Charges').
The. Cities. Within its boundaries, each City has exclusive jurisdiction over the electric rates,
operations and services of its municipal system. The Cities also have exclusive original jurisdiction
36
over their electric system rates outside their City limits. Although no case in point has yet arisen
before the Commission dealing with wholesale municipal rates, the staff of the Commission is
currently of the opinion that the Commission does have appellate jurisdiction over wholesale as
well as retail rates of a city-owned system for ratepayers residing outside the boundaries of the
city, subject to certain petition requirements set forth in the Statute. Under present law, the Cities
can therefore sell, within their corporate limits, electricity provided to them by the Agency without
being subject to the rate jurisdiction of the Commission. The Cities can also transfer wholesale
power from their systems to other entities (including the Agency) subject to possible appellate
jurisdiction of the Commission.
AVAILABLE INFORMATION REGARDING TIIE COMPANIES
The Companies and TU are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file reports and other information with the SEC. Certain
information as of pa*ticular dates, concerning such companies, their respective corporate enterprises,
their directors and officers and their remuneration and other matters, is disclosed in such reports and
filed with the SEC. Such reports and other information can be inspected and copied at the offices of
the SEC at Room 8101, 1100 I. Strut, N.W., Washington, D.C.; Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois; Room 1100, 28 Federal Plaza, New York,
New York; Suite 1710 Wilshire Boulevard, Los Angeles, California; and Room 800, Neil P. Anderson
Building, 411 West Seventh Street, Fort Worth, Texas. Copies of such material can be obtained from
the Public Reference Section of the SEC at 500 Capitol Street, N.W., Washington, D.C. 20549 at
prescribed rates.
LITIGATION
No litigation is pending or, to the knowledge of the Agency, threatened challenging the exist-
ence of the Agency, the validity or delivery of the Bonds or the security provided for the Bonds
in the Contract.
TAX EXEMPTION
The Agency will issue its certificate to the efftet that on the basis of the facts, estimates and
circumstances in existence or, the date of the delivery of the Series 1983 Bonds, it is not expected
that the proceeds of the Series 1933 Bonds will be used in a manner that would cause the Series
1983 Bonds to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954,
as amended.
For purposes of Section 103(c) of the Internal Revenue Code of 1954, as -amended, relating to
arbitrage bonds, the Agency has taken into account the Underwriters' discount and certain costs of
issuance in computing the yield on the Series 1983 Bonds. This treatment is in accordance with the
decision of the United States Tax Court, which was affirmed by the United States Court of Appeals
for the District of Columbia Circuit, in State of Washington v. Commissioner, 77 T.C. 656 (1981), a$d,
832 F.2d 128 (D.C. Cir. 1982). In their decisions the courts held invalid certain portions of the
Treasury Regulations promulgated under Section 103(c) which would prohibit such treatment of
the Underwriters discount and costs of issuance and under which the Series 1983 Bonds would be
considered to be arbitrage bonds the interest on °:hich would not be exempt from federal income tax.
In a news release dated March 2, 1983, the Internal Revenue Service announced that it will
not seek to have the United States Supreme Court review the decision of the Circuit Court of
Appeals, that regulations to be published in the near future will specifically address the issue raised
in the State of Washington case, and that, until those regulations are published, reasonable adminis-
trative costs incurred in issuing governmental obligations, including underwriting spread, may be
taken into account in computing yield on governmental obligations under Section 103(c). First
Southwest Company, Financial Advisor to the Agency, has advised the Agency that the administra-
tive costs incurred in issuing the Series 1983 Bonds, including underwriting spread, are in their
opinion reasonable.
Bond Counsel is of the opinion that the interest on the Series 1983 Bonds is exempt from federal
income tax under existing law. (See 'Exhibit I - Proposed Form of Opinion of Bond Counsel*.)
37
CERTAIN LEGAL, MATTERS
Legal matte:s incident to the authorization, issuance and sale of the Series 1983 Bonds are
subject to the unqualified approving opinion of Messrs. Dumas, Huguenin, Boothman & Morrow,
Dallas, Texas, Bond Counsel. Said opinion in substantially the form attached as Exhibit I will be
printed on the Bonds. The delivery of the Series 1983 Bonds is also subject to the unqualified opinion
of the Attorney Ceoeral of Texas thet such Bonds have been issued in accordance with the Con-
stitution of the State of Texas and the Act and will ue binding special obligations of the Agency.
Certain legal matters will be passed upon for the Underwriters by Messrs. Hutchison Price Boyle &
Brooks, Dallas, Texas, and for the Agency by Frank If. Bass, Jr., Director of Legal Services.
VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATION'S
The accuracy of the arithmetical and mathematical computations (a) of the adequacy of the
maturing principal amounts of the Treasury Serurities together with a portion of the interest income
thereon and uninvested cash, if any, to pay, when due, tb,r principal of and interest on the Refunded
Bonds and (b) relating to the determination of compliance with the regulations and rulings promul-
gated under Section 103(c) of the Internal Revenue Code of 1954, as amended, will be verified by
Ernst & Whinney, ind-pendent certified public accountants. Such verification of arithmetical accuracy
and mathematical computations shall be based upon information and assumptions supplied by the
Agency and on interpretatioi.s of Section 103(c) of the Internal Revenue Code of 1954, as amended,
provided by Bond Counsel.
LEGAL INVESTMENT IN TEXAS
The Act provides that the Bonds are legal end authorized investments for banks, savings banks,
trust companies, building and loan associations, savings and loan associations and Insurance companies
and are eligible to secure the deposit of any and all public funds of the State of Texas and any and all
public funds of cities, towns, villages, counties, school districts or other political corporations or sub-
divisions of the State of Texas, and that such obligations shall be lawful and sufficient security for said
deposits to the extent of the principal amount thereof, or their value on the market, whichever is the
lesser, when accompanied by all unmatured coupons, if any, appurtenant thereto.
RATINGS
Moody's Investors Service, inc. and Standard & Poor s Corporation have given the Bonds ratings of F
'A' and "A+", respectively. Such ratings reflect only the views of the respective rating agencies.
Any further explanation of the significance of such ratings malt be obtained from such firms. There
is no assurance that such ratings will continue for any given period of time or that they will not be
revised downward or withdrawn entirely by such organizations, if in the judgment of said organiza-
tions, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an
adverse effect on the market price of the Bonds.
UNDERWRITING
The Underwriters have jointly and severally agreed to purchase all, but not less than all, of the
Series 1983 Bonds at a price representing an aggregate discount of 1.8% from the initial public
offering prices set forth on the cover pore hertof.
The Underwriters may offer and sell Boi ds to certain dealers and others at prices lower than the
initial public offering prices and the initial public offering prices may be changed from time to time
by the Underwriters.
Tbfs Official Statement has Sven approved by the Texas Municipal Power Agency.
TEXAS MUNICIPAL POWER AGENCY
By /s/ Crr,vnrX3 R. bfernm-ws
President of the Board of Directors
38
R. W, BECK AND ASSOCIATES
ENGINE IRS A NO CONSULTANTS
f
PANNING IANNDCx PA7A IVILDING GENERAL OFFICE
DESIGN
RATES 6601ANNOCx STREET
I SEATrI[, tNASHWGTON
ENVIRONMIiNTAL DENVER, COLORADO 10704
ECONOMICS Telephone: 206-622-5000
MANAGEMENT 703-977-1161 refer: 41TT)4990407
FILE NO. DD-71WEWAx March 4, 1983
Texas Municipal Power Agency
P. O. Box 229
Anderson, Texas 77830
' Subject: Supplemental Letter to Consulting Engineer's Report
for Texas Municipal Power Agency
Series 1982A Revenue Bonds
Gentlemen:
The Consulting Engineer's Report dated November 5, 1982 (the "1982 Consulting Engineer's
Report"), for Texas Municipal Power Agency, Series 1982A Revenue Bonds (the "Series 1982A
Bonds") presented a summary of our analyses, investigations and studies with respect to the proposal
of the Texas Municipal Power Agency (the "Agency") to issue $78,300,000 Revenue Bonds, primarily
to pay the cost of completing the acquisition and construction of the Gibbons Creek Project and the
Comanche Peak Project by the Agency.
The Agency now proposes to issue Refunding Revenue Bonds, Series 1983 (the "Series 1983
Bonds"). The proceeds of the Series 1983 Bonds, together with other available monies, will be used
to refund $288,915,000 of Revenue Bonds of the Agency outstanding at March 1, 1983.
The Consulting Engineer, at the request of the Agency, has made certain limited investigations
with respect to the estimates of construction costs and dales of commercial operation of the Gibbons
Creek Pruject and of the Comanche Peak Project. These limited investigations are deemed sufficient
to express our opinion, as cited hereinafter, with respect to the Agency's cost of power to the Cities.
With respect to the Gibbons Creek Project, the Agency informs us that:
(1) Initial oil-Fred testing of the turbine generator was begun September 30, 1982, with
initial lignite firing an Nnvember 4, 1982. Testing will continue at increased power levels for
severAl months. The Board of Directors of the Agency is expected to designate, at its March 10,
1983 meeting, that October 1, 1983 will be the commercial operation date for Gibbons Creek.
Initial testing and Inspections have revealed no major problems, and the unit is scheduled
for no major outage until Spring of 1984. The Agency expects to fund the debt service relative to
Gibbons Creek by rates for power and energy charged to the Cities after March 1, 1984, in
accordance with previous Agency plans. The extended period of testing will allow the Agency to
accumulate aE, excess revenue reserve to be used In fiscal year 1984 to offset partially the rates
that would otherwise be required.
(2) The Agency's estimate of the cost of acquisition and construction of Cibbons Creek,
as reflected in the 1982 Consulting Engineer's Report, was $581,131,000. The Agency advises
that this estimate has been reduced as a result of various factors by $18,1411,000. However, the
A-1
Agency further advises that the decision to move the commercial operation date from March 1,
19S3 to October 1, 1993 will result in an increase of $10,993,000 in the costs to be capitaliz- d.
The net result of these adjustments is a reduction in the amount shown in the Consulting
Engineer's Report of $7,153,000.
With respect to the Agency's SDRE Project, the Agency informs us that:
(1) The cost of acquisition and construction is presently estimated to be $84,216,000, or
$139,000 more than the Agency's estimate of $84,077,000 as set forth in the Consulting Engineer's
Report referenced above.
(2) The Agency does not foresee any problems that would prevent the completion of
the SDRE Project on schedule.
With respect to the Comanche Peak Project, Texas Utilities Services, Inc. ("TUSI"), in its
January 31, 1983 Report to the Comanche Peak owners, stated that the announced estimated total '
cost for Comanche Peak, excluding AFUDC, sales and ad valorem tares, is $2,628,672,000.
This cost is $19,89-1,000 more than TUSI's October 15, 1982 estimate of $2,608,778,000 presented
in the Consulting Engineer's Report referenced above. The Agency': 6.2% participation share is
$162,977,664, an increase of $1,233,428.
Concerning the matter of steam generator tube vibration experienced with Westinghouse steam 1
generator of the same or essentially the same type as those installed at CPSES, TUSI reports the
following:
"At this time Westinghouse is continuing to evaluate field test data from the European unit.
It has also de-eloped scale model air tests and full fluw model tests on certain mockups of this
type of steam ,-,enerator. The studies and information to date relating to the Comanche Peak
units were reviewed by TUSI top management officials and the Westinghouse team in February
of this year. A I eliminary evaluation of the impact in the CPSES steam generators indicates
that a relatively minor modification will address the vibration problems in an acceptable manner.
However, the proposed solution was presented in preliminary form and needs to be followed by a
thorough design review by the vendor, Westinghouse, and then subsequently approved by r
TUSI and then finally presented for approval and concurrence by NRC. TUSI expects that this
will be accomplished within the next few months and should have relatively little impact on the
cost and schedule of the Comanche Peak units."
Considering the above cited information, we are of the opinion that the Agency's cost of power to
the Cities as estimated in our November 5, 1932 report will not be matenally altered.
Very truly yours,
R. W. BECK ~OCIATES
A-ii
R. We BECK ANDt ASSOCIATES
ENGINEFRS AND CONSULTANTS
PLANNING IANNOCR PLAZA WILDING GENERAL ORICE
DESIGN 660 IANNOCR STREET
RATES SEATTLE, WASNINC ION
[WRONNEN` 1L DENVER, COLORADO 00204 TdepNOne'. 206.632.5000
ECONOMICS
MANAGEMENI 303.623.6166 Telex UT114 990 40 2
FILE NO. DD•2166•EF6-Ax November 5, 1982
Texas Municipal Power Agency
600 Arlington Downs Tower
2225 E. Randol Mill Road
Arlington, Texas 70011
Subject: Consulting Engineers Report
For Texas Municipal Power Agency
Series 1982A Revenue Bonds
Gentlemen:
INTRODUCTION
Presented herewith is a summary of our analyses, investigations and studies with respect to the
proposal of ! e Texas Municipal Power Agcncy (the "Agency") to issue $76,300,000 Revenue Bonds,
Series 1982A (the "Series 19S2A Bonds"). The proceeds of the Series 1982A Bonds are to be used
primarily to pay the cost of completing the acquisition and construction of the Gibbons Creek Project
and the Comanche Peak Project, both of which are bereinafter defined.
The power supply program presently being implemented by the Agency is in accord with the
authorization given by the Cities of Bryan, Denton, Garland and Greenville (the "Cities"), as required
by provision of identical Power Sales Contracts between the Agency and each of the Cities, dated
September 1, 1976 (the "Power Sales Contract"). The projects include a net 390 MIN (443 NINV gross
capability, of which 53 MTV is dedicated to station use and mine operation) lignite-fueled, steam
electric generating station, an adjacent surface lignite mine and transmission facilities required
to iELterconnect the generating statiun to the regional transmission system (the "Gibbons C7rcek
Project"); a 6.2% ownership Interest (142 MTV net) in the Comanche Peak Steam Electric Station
('CPSES"), two net 1,150 MW nuclear-fueled generating units presently under construction by
Texas Utilities Generating Company ("1UGCO") as project manager for the owners, the nuclear
fuel supply for that station and an undivided ownership interest in ccrtaln transmission facilities
(the 'Comanche Peak Project"); construction or acquisition of transmission facilities by the Agency
together with equipment for communications and dispatch functions and investigative activities
for additional fuel supplies (the "System Development and Reliability Expenditures Project" or
"SDRE Project"); and dev^lopment work and feasibility studies to determine whether any work
should be undertaken as a project (the "Development Project"). The Gibbons Creek Project,
Comanche Peak Project, SDRE Project and Development Project are referred to herein collectively
as the "Projects".
The Agency is responsible for the licensing, design, construction, operation and maintenance
of the Gibbons Creek Project, the SDRE Project and the Development Project and TUGCO is
responsible for the licensing, design, construction, operation and maintenance of the Comanche
Peak Project.
The Comanche Peak Project output will be delivered to the Cities utilizing the high voltage
transmission systems of Texas Electric Service Company ("TESCO"), Dallas Power & Light Com-
pany (".DP&L") and Texas Power & Light Company ("TP&L"), sometimes collectively referred
to herein as tl,e "Companies". The output of the Gibbons Creek Project will be delivered into the
transmission system of the Companies and the transmission system of the Houston Lighting & Power
Company ("IIIAP") at the points of interconnection with the Agency's transmission facilities.
Delivery of power and energy to the Cities will be made pursuant to the "Transmission Agreement",
as amended, between the Agency and the Companies, and the Interconnection Agreement between
the Agency and IIL&P.
Information contained herein regarding the Agency's power supply program, including con-
stnrction and fuel cost estimates, descriptions and planned schedule for commercial operation of
the facilities has bccn summarized or developed from estimates, data, reports and records furnished
by the Agency with respect to the Gibbons Creek Project and the SDRE Project and by Texas
Utilities Services, Inc. ("TUSI") with respect to the Comanche Peak Project. We have not verified
the accuracy of such information and data furnished and offer no assurar ces with respect thereto.
However, based upon our analyses and investigations of the Projects, we cre of the opinion that
the information provided to us is representative of the current status of the 1 ro;ects. To the best
of our knowledge, the summaries presented herein accurately reflect the information furnished to us.
Our analysis of the CPSES is based on schedule and budget information mode available by
TUSI, discussions with TUSI management, both at the CPSES site and home office, and a site
inspection visit. This analysis also factors in independent industry experience, with respect to
schedule and budgets, for nuclear plants, completed or under construction, at various locations
across the United States.
Our analysis of the Gibbons Creek Project is based on a review of the construction schedule
with Agency personnel at the plant site, a review of the detailed cost estimates for the Project,
and a site inspection visit.
THE PROJECTS
The Projects are being constructed under a power supply program authorized by the Cities
in accordance with the provisions of the Power Sales Coutract. The contract provides that the
Cities may elect to authorize and participate in additional projects to be undertaken by the Agency
in the event that the Agency is authorized by the Cities to develop such projects.
Gibbons Creek Protect
The Gibbons Creek Project Includes a lignite-fired, steam electric generating station with 390 MW
of net generating capability (443 DI%V of gross generating capability, of which 53 MW is dedicated
to station use and mine operation), an adjacent lignite surface mine and certain transmission facilities
to interconnect the generating station with the transmission system of the Companies and HL&P.
The Cibbons Creek Project is prejently scheduled for commercial operation in March 1963.
Gibbons Creek Steam Electric Station ('GCSES") -The CCSES is located in Crimes County,
Texas near the community of Carlos about 20 miles cast of the City of Bryan, Texas. The engineering
firm of Tippett & Gee, Inc. of Abilene, Texas Is the design engineer for the CCSES. Freese and
Nichols, Inc. is responsible for design of the dam, make-up water facilities and railroad facilities.
The Agency is responsible for coordinating and managing the construction of the CCSES. The
GCSES contains an outdoor-type boiler and turbine generator, lignite and ash-handling facilities,
precipitator, flue gas desulfurization system, together with a switchyard, dam and reservoir on
Gibbons Creek to provide cooling water, buildings to house office, warehouse and maintenance
activities, and a railroad spur. Tippelt & Cce, Inc. design criteria provide for a boiler designed
to bum pulverized lignite with the characteristics found In the lignite mine under development as
part of the Gibbons Creek Project. Combustion control techniques, electrostatic particulate precipita-
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tors, and limestone slurry scrubbers will be used in the operation of GCSES to meet sack emission
regulations of the State of Texas and United States Environmental Protection Agency.
The turbine generator is designed to provide gross generating capability of about 443 M1\1'. Station
use and power requirements for the operation of the Mine are expected to total approximately 53
MEW resulting in an estimated net generating capability of 390 MW available for serving the loads of
the Cities.
Construction of the GCSES .vas initiated in Jul), 1977. The general contract for tlbr power plant
structure and equipment installation was awarded to Austin Power, Inc. and their work was initiated
in September 1979. The Agency reports that, as of September 30, 1982, construction work on the
GCSES was 07% complete. Work yet to be completed is related to the air quality control system, some
roadwork and landscaping, and equipment testing.
The total station work force of the general and other contractors at the GCSES site was
approximately 450 as of September 30, 1982.
Activities requires' for start-up and operation of the GCSES are presently in progress. The
majority of the management and supervisory personnel have been employed. A full complement of
plant operating and maintenance personnel is presently forecast by the Agency to require 172
employees.
The estimated total cunstniction costs of the GCSES, as estimated by the Agency, are summarized
as follows:
Gibbons Creek Steam Electric Station
Estimated Construction Costs(1)
(000)
Land and Land Rights $ 13,358
Structures and Improvements 78,743
Boiler Plant Equipment 175,427
Turbine Generator and Accessories . 28,235
Accessory Electrical Equipment 33,885
Miscellaneous Power Plant Equipment 9,684
Total Direct Construction Cost $339,338
Engineering 21,477
Construction Management 10,840
Unallocated Indirect Costs 25,719
Contingencies 4,824
Training and Startup Cost 16 332
Total Estimated Construction Costs (GCSES) $418,528
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Gibbons Creek Lignite Aline - Fuel for the GCSES will be supplied from the Gibbons Creek
Lignite Mline (the `Mine") located approximately three miles from tha GCSES.
The Paul Weir Company, Inc of Chicago, Illinois was initially employed to recommend the
location and estimate the quantity of lignite fuel available, prepare a mining plan and estimate capital
and annual costs. Based on a report prepared by the Paul Weir Company, the Agency initiated the
procurement of lignite reserves and subsequently requestta'. proposals for the operation of a mine and
other mine-related work to mine the lignite for use by the generating station.
The Agency, on November 8, 1979, entered into a contract with the Morrison-Knudsen Company
('M-K") for the development of the Gibbons Creek Lignite !*fine. Subsequently, on March 25, 1981
the Contract was assigned to Navasota Mining Company, Inc. ("Navasota"), a wholly-own'd subsid-
A-3
iary of M-K, which is constructing and will operate the Mine, is preparing optimized long term
mining plans, is preparing capital and annual cost estimates, and is monitoring the assembly of the
draglines and other Kline-related equipment and facilities.
AI-K has evaluated the geological information, sequence and operational details of the Aline as
previously prepared and undertaken additional exploratory drilling to more completely establish
details of lignite seams and characteristics of the lignite. The M-K preliminary five-year mining
plan was completed in Maruh 1991 and the final five-year plan completed in September 1981. This
plan is being followed by the Agency and will be continued unless amended. The "as-mined" five-
year mine plan indicates that the are,-, quality average for all seams recovered is 4,451 Btu/lb, as
reported in the "Five-Year Mine Plan and Cost Estimate-Executive Summary" prepared by Morrison-
Knudsen Company, Inc.
The M-K studies identified 163 million recoverable tons (175 million tons-in-place) with 140 feet
or less overburden. The Agency presently controls an estimated 119 million recoverable tons. The
Agency's lignite requirement for 30 years at an approximate plant factor of 75% is estimated to be
96 million tons. The Agency also controls other lignite reserves with overburden in excess of 140 feet.
In order to operate the Mine e:ficiently throughout the expected 30 year life of the plant, it will be
necessary to acquire additional land or interest in land, These additional interests will be identified
and acquired by the Agency as mining progresses beyond the first five year permit area.
The initial plans for the mine development were based on the use of trucks to haul the dial from
the Mine to GCSES. M-K has evaluated the use of a conveyor system to transport the coal from the
Mine to GCSES in lieu of the use of trucks. The Agency, has accepted hl-K's recommendation to
transport by conveyor and is proceeding with the conveyor system plan. The Texas Railroad Com-
mission, on September 8, 1981, approved the revised mining permit which reflects this change.
Construction of the conveyor system is scheduled for completion in December, 1982.
Certain mining areas requiring protection from surface water flooding were identified as a part
of the Mine plan. Freese and Nichols, Inc. is responsible for the design of the mine surface water
control facilities. Funds have been includeu in the Mine cost estimate for surface water control facili-
ties which Freese and Nichols, Inc, have found to be necessary.
The M-K Aline Plan for one unit operation calls for utilizing two draglines. The first dragline is
completed and in operation for initial stockpiling of lignite prior to unit testing and operation of the
GCSES. The second dragline was completed in late October, 1982, and is in the process of being
placed into service.
The Agency and Navasota executed an Amendment to Phase Ill of Mine Management Services
Contract, Gibbons Creek Lignite Mine, dated October 1, 1981. The Amendment, among other
things, established the detailed scope of work for the Mine Plan and identified owner-provided
services, methods of payment for services performed by Navasota and payment adjustment procedures,
along with payment schedules for a contractor-provided equipment option and an owner-provided
equipment option.
The Agency has elected to exercise the contractor-provided option of the above Amendment.
Under this option, Navasota is responsible for providing the major mine equipment (the two draglines
and the coal anveyor system), thereby reducing the overall Agency financing requirements. The
reduced financing requirements are offset in part by Navasotas charges to the Agency related to the
fixed costs associat^d wlth these major equipment items. Mining equipment, other than the draglines
and conveyor system, is provided by Navasota under the terms of the Amendment.
The first dragline has been provided through a lease dated as of April 1, 1982, from the trustee
for the owner to Navasota as lessee. The trustee purchased the dragline from Navasota for $25;553,739.
Navasota simultaneously purchased this dragline from the Agency tnerebs, reducing the Agency's
direct construction costs. The Agency has no rights of use as to this dragline, but the Agency makes
semi-monthly payments of $113,838 to Navasota, as part of its payment to Navasota for mining services.
Ml
These semi-monthly payments will continue for a 25 year period, with a five year renewable option
period at the end of the 25 5th year.
The second dragline has been provided through a lease dated as of October 8, 1952 from the
trustee for the owner to Navasota as lessee. The trustee purchased the second dragline from Nava-
sota for $25,377,170. Navasota simultaneously purchased this dragline from the Agency, thereby
reducing the Agency's direct construction costs. The Agency has no rights of use as to this dragline,
but the Agency makes semi-monthly payments to Navasota of $117,044 until January 1953, and of
$116,919 thereafter, as part of its payment to Navasota for mining services. These semi-monthly pay-
ments will continue for a 25 year period, with a five year renewable option period at the end of the
25tH year.
The sale of the conveyor system, and subsequent lease of the conveyor system to Navasota, are
expected to occur in late 1982•
Delivery of lignite by trucks from the mine to the GCSES commenced September 1, 1952. As
of October 28, 1982, 97,653 tons of lignite had been delivered. Trucks will continue to be utilized
for lignite deliveries until such time as the conveyor is completed and placed into service, on or
about December 15, 1952.
Inasmuch as the Agency has taken action with respect to the option whereby Navasota is financing
the two draglines, the estimated cost for such equipment is excluded from the Estimated Development
Costs for Gibbons Crcek Lignite Mine set forth below. While the Agency proposes to take similar
action whereby Navasota would finance the conveyor system as well, related contractual arrangements
cannot be completed until completion of construction of the conveyor system expected in December
1982. Therefore, the cost of the conveyor system is included in the Mine Development Costs below.
Gibbons Creek Lignite Mine
Estimated Development Costs(l)
(000)
Land and Land Rights $24,956
Structures and Improvements 28,331
Mine Equipment and Supplies(2) 14,558
Total Direct Construction Cost $85,846
Engineering 4,194
Construction Management . . . . . 4,943
Unallocated Indirect Costs _ 4,127
Contingencies 1,135
Mine Start-up and Development Costs 13,700
Total Estimated Constru,.tion Costs (Mine) $93,945
(1) Excludes interest during construction, reserve fund, working capital and cost of bond issuance.
(2) includes conveyor system, but excludes two draglines and other mining equipment which is to
be furlisheJ by Navasota.
GCSES Trawmfs.sfon FeciffNes - The power generated at the CCSES %All be delivered into they
Companies' transmission system and the transmission system of HUP. The transmission facilities
constructed as part of the Gibbons Creek Project Include (1) a 9-mile segment of double-circuit, 315 kV
transmission line from GCSES substation switchyard, cast to an existing HUP 345 kV double-circuit
line, (ii) a 48-mile, 315 kV double-circuit line from the GCSES substation switchyard to the Twin Oak
Substation owned by the Companies, (iii) a 7-mile, 138 kV line from the GCSES to the Mine area,
and (iv) a 14.5-mile, 138 kV transmission line connecting the City of Bryan to the GCSES substation.
Facilities owned by the Companies beyond the points of interconnection will be utilized by the
Agency to deliver energy to Cities other than Bryan In accordance with provisions contained in
contracts with HEAP and the Companies.
A-5
As of September 30, 1952, the CCSES substation was Wo complete, and the above referenced
345 W and 133 W transmission facilities were 100% complete.
The construction costs of the transmission facilities included as part of the Gibbons Creek
Project, as estimated by the Agency, are summarized as follows:
Gibbons Creek Project Transmission Facilities
Estimated Construction Costs(1)
(tom)
Construction and Equipment $44,250
Construction Management and Engineering . 1,462
Urallocated Indirect Costs 2,591
Contingencies 355
Total Estimated Construction Cost $48,655
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Permits, Licenses and Approvals - The Agency is responsible for all activities related to acquisi-
tion of permits, licenses and approvals for Gibbons Creek Project. The Agency advises that all neces-
sary permits for construction and operation of the GCSES have been issued by the applicable regula-
tory authorities.
Comanche Peak Project
in January, 1979, the Agency executed a joint Ownership Agreement with the Companies and
TUCCO pursuant to which the Agency acquired a 6.2% undivided ownership Interest in the Comanche
Peak Steam Electric Station ("CPSES") and the nuclear fuel supply for the CPSES. Concurrent with
the execution of the joint Ownership Agreement, the Agency and the Companies executed a Trans-
mission Agreement which provides for the acquisition of an ownership interest in certain transmission
facilities and also for the use of transmission facilities of the Companies. The Transmission Agreement
provides for the transmission of power and energy from both the Comanche Peak Project and the
Gibbons Creek Project to certain points of interconnection of the Agency on the 345 W system.
The Agency is officially identified as a joint Owner by an order of the Nuclear Regulatory
Commission ("NRC") amending the Comanche Peak Construction Permits. Other joint owners of
the Comanche Peak Project are Texas Electric Service Company, Dallas Power tx Light Company,
Texas Power h Light Company, Brazos Electric Power Cooperative, Inc. ("Brazos") and Tex-La
Electric Cooperative of Texas, Inc.
Comanche Peak Steam Electric Station-The CPSES is a nuclear-fueled generating station
consisting of two units, each rated at 1,150 MW net capability, located about 40 miles southwest
of Fort Worth near Glen Rose, Texas. Steam for the station will be developed by two Westinghouse
Electric Corporation pressurized water nuclear reactors. The steam-turbine, electric generator portion
of the plant which is of an outdoor design is being furnished by Allis-Chalmers Company.
TUCCO, the Texas Utilities Company ("TU") subsidiary responsible for the planning, con.
struction and operation of the CPSES Is being supported by TUSI, another TU subsidiary, In design,
equipment procurement and construction phases of the Project. TUSI has advised that, as c,f
October 15, 1982, Unit 11 was 91% complete, Unit t2 was 55% complete and overall station coil
struction was 807o complete. The application for operating licenses has been submitted to the NRC.
In March 1979, Unit #2 of the Three Mile Island Nuclear Station ("TMI') near Harrisburg,
Pennsylvania experienced severe operating difficulties resulting in the shutdown of the Unit and
presently undetermined damage to the reactor core. The TMI incident has caused a re-examination
of certain safety standards and procedures. As a result of the TMI Incident, the NRC has developed
an extensive list of requirements for operation of nuclear facilities.
A-B
The Companies have reviewed the TMI incident and compared the components of the critical
items of TMI with those of the CPSES. Among other things, it was determined that the CPSES
steam supply systems are of a different design than those of TMI. The TUSI report, pertaining to
the investigative activities, included recommendations related to plant design and operation and
to training of personnel who will be operating the plant. It also stated that certain changes had
previously been incorporated into CPSES construction,
In early 1982, significant steam generator tube vibration was experienced at a European nuclear
plant with Westinghouse steam generators of the same or essentially the same type as those installed
at CPSES. The cause and methods for correcting the tube vibrations are under intensive investi-
gation by Westinghouse, the NRC, TUCCO and others in the industry. At this time Westinghouse
is continuing to evaluate field test data from the European unit. It is also developing scale model
air tests and full flow model tests on certain mockups on this type of steam generator. The studies
and information to date are inconclusive. An evaluation of the impact on the CPSES steam generators
is expected by early next year. Any proposed solution to the vibration problem must be acceptable
to the NRC. At the present time no major impact on the CPSES schedule is foreseen by TUSI.
However, this is subject to review when all the Westinghouse data is available. The uncertainty
of the timing and nature of the solution to the steam generator problem and related NRC authoriza-
tion makes it impossible to predict with any assurance the date of full power operation of the CPSES,
although TUSI believes that no major impact on the scheduling or cost of CPSES will be experienced.
We have assumed, for the purposes of the Agency's power supply planning and financial analyses,
commercial operation for Unit #1 in July 1949 and Unit #2 in January 1988.
TUSI's October 15, 1982 estimate for CPSES is $2,808,778 which is essentially the same
as estimated by TUSI one year ago. This estimate excludes AFUDC, and sales and ad valorem taxes.
Comanche Peak Fuel Supply - TUSI advises that commitments have been obtained for antici-
pated uranium ore concentrate requirements and fabrication services for both units for the first
17 years of operation. Among the uranium suppliers are Westinghouse Corporation and Exxon
Corporation. Uranium hexaflouride conversion services have been contracted for approximately
seven years for Unit #1 and five years for Unit #2, Uranium enrichment contracts, having a dura-
tion of approximately 30 years, have been made vvith the Department of Energy. TUSI anticipates
no difficulty in obtaining the necessary additional materials and services.
At the present time, there are no facilities avail-Re for the reprocessing of spent fuel. In the
absence of such facilities, TUSI is providing on•site spent fuel storage capacity for both Units adequate
for about 17 years and has indicated that this capacity can be increased.
Comanche Peak Transmission - The transmission facilities directly related to delivering the output
of the CPSES into the high-voltage transmission system of the Companies to allow ultimate delivery of
power to the Cities are Identified in a contract entitled, "Transmission Agreement" between the Agency
and the Companies. These facilities include both 138 W and 345 kV transmission lines and station
equipment. TUSI has estimated that the Agency's 8.2:1o ownership share in certain Comanche Peak
transmission facilities, which are acquired through provisions of the Transmission Agreement, will
cost approximately $2,200,000, excluding Interest during construction.
As a result of certain provisions of the Transmission Agreement, other transmission facilities of the
Companies may be used to deliver Agency power to the Cities. no method of calculating the charge
to be made by the Companies gives recognition to the fact that at times the Companies will use the
Agency transmission facilities to transmit the Companies share of CPSES power.
The following table summarizes TUSI's current estimate of construction costs for the CPSES and
the Agency's 8.2% interest therein, and for other Agency costs related to the Comanche Peak Project.
A-7
Comanche Peak Project
Estimated Construction Costs
(000)
Agenc3rs
CPSES 62`70 Par-
Tots](1) ticipation(2)
Land and Land Rights . $ 12,500 $ 775
Structures and Improvements . . %3,476 31,216
Reactur Plant Equipment 691,716 42,8S8
Turbogenerator Units 229,153 14,207
Accessory Electric Equipment 205,938 12,769
Miscellaneous Power Plant Equipment 23,000 1,426
Station Equipment 32,283 2,002
Communication Equipment 300 19
Miscellaneous Equipment 600 37
Subtotal - Direct Construction Costs 1,698,986 105,337
Indirect and 0% Ihead Construction Costs 909,792 56,407
Subtotal $2,608,778 $161,744
Nuclear Fuel(3) . 17,575
Transmission . . 2,200
Carrying Charges and Development Fee(4) 6,857
Total Estimated Construction Cost $188,376
(1) Based on to-date project expenditures furnished by TUSI. Excludes AFUDC, and sales and ad
valorem taxes.
(2) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
(3) Includes the cost of fuel for the initiai core and payments for reload fuel costs scheduled during
construction for both units, as supplied by TUSI.
(4) Development fee and interest paid to DP&L.
The foregoing CPSES estimated construction cost, provided by TUSI, reflects escalation at an
average rate 85% per year for labor and variable rates for materials depending on specific contracts.
SDRE Project
The Agency's SDRE Project includes transmission and substation facilities necessary to provide
reliable delivery of power to the Cities and system control facilities to allow the coordination of
the generating facilities of the Agency and the Cities.
The Creemille Phase I includes 138 W transmission line and substation facilities to connect
the CreenOlle steam plant to the Garland Olinger plant. Greenville Phase fI includes 138 W trans-
mission lines and substation facilities to connect the Greenville interchange substation to TP&Vs 1
Royse switching station and to interconnect Green ille s diesel and steam plants.
The Bryan Phase II includes a 133 W transmission line and substation facilities to connect the
GCSES substation to the City of Bryan Dansby substation.
The Garland Phase I includes 345 W and 138 W transmission lines and substation facilities to
integrate the Garland system into the transmission system of the Companies.
The Denton Phases 1, II and Ill include 345 W transmission and substation facilities to connect
the Denton system to the transmission system of the Companies and 138 W transmission and sub-
station facilities to provido a transmission loop around Denton to provide reliable delivery to Denton.
A-8
The SDRE Project also includes microwave communication facilities, equipment for dispatch
and investigation acti0fes relating to potential fuel for future generating units. The Agency, as of
September 30, 1932 has expended approximately $45,000,000 for the SDRE Project. The Agency
does not foresee any problems that would prevent the completion of the SDRE Project on schedule.
The following table summarizes the Agency's current estimate of construction costs:
SDRE Protect
Estimated Construction Costs(i )
(000)
Transmission Facilities $72,607
Fuel Acquisition 251
Microwave System 1,471
Economic Dispatch 1,750
Unallocated Indirect Cost 4,225
Contingency 3,773
Total Construction Cost (SDRE) $84,077
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Development Project
The Development Project includes development work and feasibility studies to determine whether
any work should be undertaken as a project. As of September 30, 1952, $915,000 has been spent on
the Development Project. All studies relative to the Development Project presently authorized have
been completed, and no further projects are contemplated at this time.
PROJECT FINANCING
The Agency's financing program contemplates the issuance of Bonds in several series to finance
the costs of construction of the Projects and placing them into operation. Amounts to be financed
include, in addition to total construction costs, amounts for working capital, finarcing expenses,
interest on the Bonds during the period of construction and for one year beyond each Project's com-
mercial operation date and the funding of reserves required under the Bond Resolution.
A-9
Based on the estimated construction costs as previously presented herein, the total Agency long-
term financing requirements, including the Outstanding Bonds, for presently authorized Projects
are estimated to be as shown on the following table:
Estimated Agency Financing Requirements
Presently Authorized Projects
(o00)
SDRE
Cibbons Comanche and
Creek k Peak Development
Item Project Project Project Total
(1) (1)
Construction Costs $561,131 $158,376 $ 84,992 $ 834,499
Reserve Fund(2) 84,640 23,809 13,127 121,776
Contingency Fund(3) 2,000 - - 2,000
Working Capital(4) 5,875 4,070 1,020 10,965
Net Intetest(5) 193,451 15,532 30,250 239,233
Financing, Legal and
Other Costs(6) 20,103 5,613 3,111 28,827
Estimated Agency
Finavcing Requirements(7) $587,400 $137,400 $132;500 $1,237,300
(1) Excludes direct costs of two draglines ($50,241,468) which have been provided for fr m other
sources.
(2) An amount equal to the estimated average annual debt service allocated to each Project based
on actual debt service on the Outstanding Bonds and assumed level debt service with 27-year
amortization and a 10.5% average interest rate on the Series 1982A Bonds.
(3) Required by the Bond Resolution to be established on or before the date of Commercial Opera-
tions of the first generating unit.
(4) Estimated cash requirements during initial operations.
(5) Computed at actual interest rates on the Outstanding Bonds and an assumed 10.5% average
interest rate on the Series 1982A Bonds, adjusted for investment income.
(6) Based on actual costs on Outstanding Bonds and an assumed 2.5% on the Series 1982A Bonds.
(7) Provided from the proceeds of $1,150,000,000 Outstanding Bonds, $76,300,000 Series 1982A Bonds,
and an estimated $11,000,000 from the proposed sale by the Agency of its interest in the con-
veyor system for the ?*fine (see "Gibbons Creek Lignite Mine°).
Estimated financing requirements for the Gibbons Creek Construction Project are based on the
Agency financing the entire cost of construction of the Project, through the issuance of Bonds,
exclusive of certain mine .^3uipment which will be provided by Navasota. As previously stated, the
Agency has elected to exercise its contractor-owned equipment option under which Navasota is
providing for the dragline and conveyor portions of the Mine's development costs. Operating
expenses of the Mine are increased under this arrangement, however, the Agency's overall capital
costs will be reduced.
THE CITIES
The Cities Individually own electric utIFty systems serving customers within and without their
corporate limits and, at the present time, meet their power supply requirements from units owned
by the Individual Cities, supplemented by exchange of power and energy between the Cities. The
principal fuel being used is natural gas with oil used only to a limited extent during periods when
problems of natural gas delivery occur,
A•10
The present natural gas contracts between the Cities and the Lone Star Gas Company provide a
supply of natural gas through 1954 at consistently increasing price levels. The cost of natural gas to
the Cities in September, 1982, before taxes, was $4,02 per million Btu. Wellhead gas cost projections
by Lone Star Gas Company plus estimated transportation costs result in an estimated cost to the
Cities for 1985 of $6.26 per million Btu, projected to further escalate to $7.40 per million Btu by
1987. Beycnd 1987, the cost is likely to continue to increase in view of the scheduled price
deregulation and the present indications of declining long-term reserves.
Existing City-owned units have a combined capability of approximately 927 MW, which will
be reduced to 917 MNV in 1983, when Bryan is scheduled to retire 10 MW of its capability. The load
forecasts of the Cities, when c,)mpared with the total City-owned generating capacity, indicates that
a capacity deficiency can be expected to occur, by 1956, without the additional power supply re-
sources being provided for by the Agency.
Porter Requirements and Resources
The estimated peak demand and energy requirements of the Cities for the period 1983-1993, as
prepared by the Cities for the Agency, are shown in the following tables:
ESTIMATED PEAS DEMAND REQUIREMENTS(l)
Peak (AIW) Bgan Denton Garland Greenville Tolal(2)
154 144 322 69 689
1983
164 150 332 74 71 717
1984
757
1985 179 156 348
191 162 362 77 792
1988
1987 203 168 381 81 33
216 174 390 84 864
1983
228 181 398 87 894
1969
241 183 406 91 926
1990
254 196 414 95 959
1991 .
1992 269 204 422 99 994
1993 284 212 430 103 1,029
Average Annual Growth Rate . 6.3170 3.917o 2.9% 4.1% 4.1%
(1) Twelve months ended September 30.
(2) The Cities peak demands are considered to be essentially coincidental.
ESTIMATED ENERGY REQUIREMENTS(1)
Energy (1,000 of &tWh) Bryan Denton Garland Greenville Total
634 580 1,413 292 2,919
198 684 603 1,454 303 3,044
1984 4
1985 743 827 1.524 313 3,207
19% 797 652 1,585 325 3,359
1987 847 678 1,665 336 3,~
1988 897 701 1,707 348
1989 949 729 1,744 361 3,783
1990 1,002 758 1,779 374 3,91
1991 1,059 789 1,813 .°87 4,048
4'~
1992 1,119 820 1.854 401 4.190
1993 1,182 854 1,885
4.0%
Average Annual Growth Rate 6.4% 3.970 2.970 3.6%
(1) Twelve months ended September 30.
A•11
The load forecasts are based on factors that are considered significant by the particular City
preparing the forecast. The City of Garland has significantly lowered its load forecast since the
Series 1982 Official Statement based on re-evaluation of actual customer usage over the last ten years.
While still projecting growth in the number of customers served, Garland is using a lo-.vertd per-
customer usage factor to estimate future energy requirements. The other Cities' forecasts also refie^t
the national trend toward conservative forecasts of future load growth.
The following table sets forth the estimated loads and resources available to meet combined peak
demands of the Cities.
ESTIMATED PEAK LOADS AND CAPACITY RESOURCES
(A11V)
Cities'
Combined
Peak Trans- Required Total
Require- mission Reserves Require- Cities' Agency's Total
Year(1) ments Losses(2) (3) ments Resources Resources Resources Surplus
1983 689 21 103 813 917 390(4) 1,307 494
1984 717 22 108 847 917 461(5) 1,378 531
1985 757 23 114 894 917 461 1,378 484
1988 792 24 119 935 917 532(8) 1,449 514
1987 833 25 125 983 917 532 1,449 466
1988 864 26 1,30 1,020 917 531 1,445' 429
1989 894 27 134 1,055 917 532 1,449 394
1990.......... 926 28 139 1,093 917 532 1,449 356
1991 959 29 144 1,132 917 532 1,449 317
1992 991 30 149 1,173 917 532 1,449 276
1993.. 1,029 31 154 1,214 917 532 1,449 M
(1) Twelve months ending September 30.
(2) Assumed at 3% of load.
(3) A reserve requirement of 15% is required by the Electric Reliability Council of Texas, ("ERCOT")
a statewide utility coordinating group.
(4) Commercial operation of Gibbons Creek at 390 NIW.
(5) Commercial operation of Comanche Peak, Unit #1 at 71 MW.
(6) Commercial operation of Comanche Peak, Unit #2 at 71 MW.
Under an agreement originally signed in 1983 and amended in 1969, the Cities and Brazos
formed the Texas Municipal Power Pool ("T\IPP") for the purpose of pooling their generation and
transmission facilities. The Cities and Brazos are presently operating their generating units according
to a system of economic dispatch which is limited due to the inadequate capacity of certain
transmission facilities. This dispatching arrangement is expected to continue on an improved basis
as a result of certain SDRE Project facilities scheduled for completion in late 1983, and the
availability and use in base load status of the Agency generating capability presently under
construction. Utilization of present economic dispatch arrangements resulted in approximately
$1,576,000 in savings to the Cities for the eleven month period ended August 31, 1982. In order for
the Cities to achieve optimum benefits of economic dispatch in the future, arrangements have been
made to effectively provide for scheduling of the City-owned units in coordination with Agency
generation and to distribute the resulting savings to the Cities. Dispatching of the Cities' and the
Agency's generation will be accomplished through Garland's Energy Control Center. The Agencv
has financed certain modifications to the Center, and has contracted with Garland to dispatch the
Agency's generation and to control the operation of the Agency's transmission facilities.
Since fuel is a major component of ge., ~ra'ing costs, lower fuel costs will make the use of the
Comanche Peak and Gibbons Creek Projects in base load status the most economically attractive
generation. The relative fuel cost levels per million Btu's forecast for 19% are, as an example, lignite,
A•12
$3.10; nuclear $0.94; and natural gas $6.83. It is thus expected that the capacity indicated as
surplus in the above table will be in the units owned by the Cities. Although the Cities have the
authority to sell po%%cr from the capacity indicated as surplus, for the purpose of our studies, no
revenues from surplus sales have been assumed,
The Estimated Peak Loads and Capacity Resources table above indicates that the presently
authorized generating Projects are adequate, together with utilization of City-owned units, to supply
the combined lauds of the Cities through 1993. Load flow studies n Iso indicate that the transmission
facilities planned for construction and those available through contractual arrangements mill be
adequate to allow the reliable delivery of power from the Projects to the Cities.
The Agency is a member of ERGOT, one of nine Regional Reliability Councils which essentially
encompass all of the electric systems of the United States and part of Canada. ERCOT was formally
organized in 1970 to augment plannhq and coordination for improved reliability and adequacy of
the bulk power supply. 31ie Agency is represented on the ERCOT Technical Advisory Committee
as well as on various subcommittees of ERCOT.
Membership in ERCOT is available on a voluntary basis to any Texas utility engaged in genera-
tion, transmission or distribution of electric power. Present membership consists of 24 municipalities,
50 cooperatives, one state agency and eight investor-owned companies. ERCOT has a permanent
regional staff that annually submits a formal report to the appropriate Federcl Agency describing the
coordinated bulk poser supply programs, This material is derived from members and is limited to
those having 25 A1NV or more of generation capability. The reports contain long-range load projections,
existing and future generation and transmission, load flow studies and operating practices.
COST OF AGENCY PO\VER
The estimated cost of power supplied to the Cities from Agency units includes fuel and other
variable costs, fixed operation and maintenance expenses, insurance, administrative and general
expenses, costs of using transmission facilities owned by other utilities, debt service and renewals
and replacements.
The estimated cost of energy from the Agency, the Cibbons Creek Project and the Comanche
Peak Project are as follows: Comanche Peak Project
_ Agency Energy(1) Gibbons Creek Project Energy(t) Encrgy(2)
Cost Cost Cost
Cost sales Mills/ Cost Sales blz7ls/ Cost SaVh k111'h
Year ($000) G11'h W11 ($000) G1Sh kR'h '8000) _
1983 . 30,400 815 44.7 32,848 815 401 - -
1984 , 115,411 2,144 53.8 110,769 2,014 55.0 2,978 ~ 230
1985 200,017 2,273 88.0 183,201 1,919 85.1 13,144
1988 , 215,069 2,571 &3.7 167,197 1,808 921 34,167 763 44.8
1987 225,188 2,809 81.4 170,055 1,898 93.0 44,578 834 53.5
1988 2,33,M 2,725 85.6 176,314 1,878 93.9 47,949 847 58,6
1989.. 241;372 2,774 87.0 18.3,793 1,931 95.2 499'28 &14 59.2
1990 251,268 2,820 89.1 191,735 1,976 97.0 51,583 844 61.1
1991 281,202 2,869 01.0 200,458 2,025 99A 53,291 844 812
1992 212,211 2,916 93.4 209,691 2,069 101.3 55,349 647 65.4
1993 . . 2&1,214 2,902 90,0 219,971 2,118 103.9 57,419 844 68.0
(1) From Table 1 of this Report, and assumes distribution of previous years debt senice coverage
surplus monies.
(2) Cost of energy from the Cibbons Crock and Comanche Peak Projects includes operating expenses,
rentwals and replacements and the related portion of the debt service. These energy costs do
not include debt service coverage or account for distribution of the previous years surplus
monies resulting from the debt service coverage.
A•13
The actual costs for power and energy supplied by the Agency to the Cities will be determined
by the application of the rates and charges to be established by the Agency in accordance with terms
of the Power Sales Contract.
Sale of Surplus Power and Energy
The estimated cost of energy from the Agency Projects (see previous table) reflects utilization
of energy for meeting the power and energy requirements of the Cities, and does not consider
sales of surplus power and energy to other utilities in the area. The GCSES is, over the period of
study, operated at annual plant factors in the range of 50% to 60%, in serving the Cities' projected
loads. Accordingly, by operating the plant at higher nt factors, the Cities may have opportunities
to market varying amounts of energy, that are sur to their needs. Any sales of surplus power
and energy available to the Cities from the Age-IL.' Projects will reduce the cost to the Cities,
assuming sales at a markup over fuel costs, as a minimum.
Under the Power Sales Contract, the Cities are obligated to pay for all of the Agency's power
and energy resources and are entitled to call upon the Agency to deliver 100% of its net power and
energy to the Cities, subject to the obligation of the Agency to use its best efforts to dispose of any
available surplus over the amounts requested by the Cities.
The Cities and Brazos, acting together as members of TNIPP, have jointly entered into an
agreement with Nest Texas Utilities Company ("WTU") for the sale by TNIPP to WTU of specified
amounts of electrical power and energy during the years 1985 and 1986. This agreement, u.~ted
April 14, 1982, provides for the sale of up to 150 MW of capacity to WTU by TMPP during calenda,
year 1985, and, similarly, for the sale of up to 200 MW during calendar year 1956. All payments
by WTU under this contract will be made to TN1PP with the Cities participating in their allocable
share.
PRINCIPAL CONSIDERATIONS AND
ASSUMPTIONS REGARDING PROJECTED OPERATING RESULTS
The studies presented herein and the opinions which follow are based on certain assumptions
with respect to future conditions. While we believe the assumptions to be reasonable, we make
no representations that they will, in fact, occur. The principal assumptions are set forth below.
We have also relied upon: (i) information provided by TUSI; (ii) advice received from the Agency's
Financial Advisor regarding the Agency's financing program; and (iii) information provided by
the Agency in regard to the Gibboia Creek and SDRE Projects.
Our projections of the Agency's operating results for the period 1933 through 1993 are based on
the following considerations and assumptions:
1. The Gibbons Creek Project will commence commercial operation in March 1933.
2. The Comanche Peak Unit No. 1 will commenc,, commercial operation in July 1984 and
Unit No. 2 will commence commercial operation in January 1936.
3. The generating units of the Agency and the Cities will be operated on a full economic
dispatch basis through a central dispatch center and coordinated with the overall operation of
the Companies.
4. The SDRE Project will have debt service capitalized for one year past the commercial
operation date of the first generating unit which, for purpose of this study, is the Gibbons
Creek Project.
5. The estimated operating and maintenance expenses for the Gibbons Creek Project are
based on the following:
a) 1983 fixed operating and maintenance expenses estimated at $18.201M year,
assumed to escalate at 7% per annum.
A-14
b) 1953 variable operating and maintenance expenses estimated at 3.20 millsJklVh,
assumed to escalate at 7% per annum.
6. The estimated production expense for lignite fuel, excluding Lignite Mine Development
Costs financed by the Agency, will be $2,071MBtu in 1956 as developed from payment schedules
set forth in the Amendment to Phase III of Mine Management Services Contract, Gibbons Creek
Lignite Stine executed by the Agency and Navasota, Lignite fuel expense is assumed to escalate
at 7% per annum.
7. The estimated annual operating and maintenance expenses, excluding nuclear fuel and
decommissioning allowance, for the CPSES are as furnished by Tl1SI, and adjusted where
appropriate by us. A management fee, subject to certain limitations, equal to 5% of the
Agency's share of the annual production operating and maintenance expense is included.
8. The estimated production expense for nuclear fuel cost for the CPSES in 19S6 will be
$0.94/MBtu and $1.63/\113tu in 1993. The estimated nuclear fuel costs are based on information
as furnished by TUSI. The estimated cost of fuel is based on a nuclear fuel cycle which does
not include any credit for recovered spent fuel but does include a cost allowance for permanent
disposal of spent fuel, although such costs are not sufficiently known at this time to be accurately
determined. Also included in the Agency's annual costs for the nuclear units is an allowance for
Decommissioning.
9. The transmission expenses include the cost of wheeling and fixed charges pursuant to the
Transmission Agreement, as amended, with the Companies and the estimated operation and
maintenance expenses on transmission and substation facilities owred by the Agency. Trans-
mission expenses are assumed to escalate at approximately 61b per annum.
10. The annual nuclear insurance expenses are as provided by TUSI, escalated at 9.0% per
year. The estimated annual insurance expenses for the Gibbons Creek and SDRE Projects reflect
1'983 budgeted amounts developed by the Agency.
11. The estimated Administrative & General expenses reflect 1983 budgeted amounts as
developed by the Agency.
12. The total principal amount of Bonds required to finance the acquisition and construction
of the Projects, afte credit for interest earnings on monies deposited in the Reserve, Bond,
Contingency and Construction Funds, is estimated to be approximately $1,228,300,000 based
on the assumptions and considerations set forth in this Report under the section titled "PYV,ect
Financing."
13. The debt service requirements to be paid from operations include actual debt service
on the Outstanding Bonds and level debt service on the $76,300,000 Series 1982A Bonds at an
average interest rate of 10.5% and final maturity in the year 2012. Interest assumed to be funded
on the Bonds includes Interest payments for one year beyond each Project's commercial operation
date.
14. Annual provisions for renewals and replacement of equipment for the Gibbons Creek
Project, and the SDIIE Project are estimated by us, assuming .35%/ of utility plant investment.
Annual provisions for renewals and replacements of equipment for the Comanche Peak Project
are as estimated by TUSI and adjusted by us.
15. The srirplus monies after payment of debt service and after deducting the provision
for renewals and replacements will be distributed to the Cities in the following year.
I.B. The present projections of the electric power and energy requirements by the Cities
u used herein will be substantially realized.
A-15
17. Each City will establish, maintain and collect such ra.cs and charges from time to time
as necessary to provide revenues from its electric system sufficient to meet its obligations in
accordance,,vith the terms of the Power Sales Contract.
18. No revenues volI be received by the Agency from the sale of capacity and/or energy
presently indicated to be in excess of that required by City loads from 1983 through the end
of the study period, 1993.
OPINIONS
Based on our studies, reviews, analyses and assumptions as summarjzed herein, we are of the
opinion that:
1. Without additional power supply resources, the combined !oad of the Cities will be in
excess of their combined electric generating capacity starting in 1986 and continuing, in increasing
magnitude, thereafter.
2. The Agency's efforts with respect to developing additional generating resources and related
facilities for the near future have been and continue to be reasonable and appropriate for meeting
the power and energy requirements of the Cities.
3. The present estimated cost of construction of the Gibbons Creek Project and the
Comanche Peak Project appear reasonable, taking into consideration the present status of com-
pletion of the Projects.
4. The cost of power from the Gibbons Creek and Comanche Peak Projects continues
to be economically attractive over the period of study when compared to that which could
be anticipated from City-owned units using natural gas (or oil), if available, at an average
efficiency.
5. The Cities' estimates of loads furnished for this report continue to reflect a more con-
servative overall rate of growth than pr;viously projected but also continue to indicate a
need for the Projects to meet future loads of the Cities and to reduce dependency on natural
gas as a basic fuel.
6. Operating forecasts prepared by the Cities are reasonable and, based on such forecasts, the
Agency will have the ability to meet its obligations during each fiscal year of the forecast period.
7. The Agency's proposed transmission system and those transmission facilities available
under provisions of existing contractual arrangements with the Companies and IiLt4P will
be adequate to provide for delivery of Agency power from the Projects to the Cities and for
operation of the Cities' resources in conjunction with those of the Agency on an economic
dispatch basis.
8. The rapid cost increases of natural gas and oil, both historical and forecast, provide
substantial incentive for the Agency to develop generating units which are capable of using
lower-cost altern ative fuels.
9. The acquisition and construction of the Gibbons Creek Project and the Comanche Peak
Project within the context of the power supply program desctibcd herein are feasible.
We have reviewed the Official Statement and, in our opinion, the information presented therein,
which is taken from our report or which otherwise is attributed to us is accurately presented.
Respectfully submitted,
R. W. BECK AND ASSOCIATES
A-16
TABLE 1
TEXAS MUNICIPAL POWER AGENCY
ESTIMATED ANNUAL OPERATING RESULTS
AND ESTIMATED COST OF POWER TO THE CITIES
(000)
1983 1984 1983 1986 1987 1988 1989 1990 1991 1992 190.7
OperaWS Revenues
from sales
to Cit1es4 $36,400 1193,034 $209,868 $242,879 $237,190 $265,602 1273,068 :282,822 $292,158 1302,508 $313,825
Operating Deductimu
Production Expenses:
Fuel . 15,842 42,705 44,932 50,898 55,857 61,392 87,289 73,840 80,368 67,114 93.691
Operating a-A
Mslntenaew,.e 8,938 16,821 20,595 22,543 24,778 26,581 28,526 30,621 32,930 35,404 38,123
Fixed Costs -
Mining Servees 3.400 6,800 81800 6,800 6,800 8,800 6,800 81800 61800 81800 6,800
Total Production
Expenses 28,180 68,328 72,327 80,039 87$35 94,753 102,813 111,009 120,096 129,918 140,614
Non-production.
Expenses.
Tranambdoo,
Operation and
Maintenance 3,900 8,200 8,700 9,200 9,700 10,300 10,800 11300 19,200 12,900 13,600
Insurance 2,000 4,408 5318 5,492 5,772 6,160 6,455 8,859 7,272 1,696 8,130
Adminittrative
and General 1.1120 4,420 4,620 4,920 5,220 5,52ti 5,920 6,320 6,720 71120 7,820
Nuclear
Decoountssioning 0 23 46 128 128 126 126 126 126 126 12C
Total Non-
production
Expenses 8,220 17,051 18,564 19,718 20,818 22,108 23,301 24,865 28,318 27,842 29,476
Total Operating
Deductions X400 83,377 90,911 99,777 108,053 !!6,859 125,916 133,874 146,414 151,700 170,090
Net Operating
Revenues 0 39,657 118,937 143,102 149,137 148,743 147,752 148,748 145,744 144,748 143,733
Plus: Interest Income 8,900 13,000 17,000 14,000 14,000 15,000 18,000 17,000 18,000 19,000 20,000
Total Available
for Debt
Set%ice 8,900 54,857 133,937 157,102 163,137 163,743 163,732 163,748 163,744 181,748 163,733
Debt Service:
Outstanding
Bonds 690 40,189 99,771 113,823 117,528 117,523 117,530 117,527 117,324 117,527 217,517
Series 1982A
Bonds 0 1,855 4,811 7,025 7,964 8,433 8,433 8,433 8,433 8,433 8,433
Total 690 42,044 10•I,S82 120,848 125,490 125,958 123,961 125,980 125,957 125,980 IM M
Coverage of Debt
Service 12.90 1.30 130 1.30 1.30 1.30 1.30 1.30 1.30 1.30 1.30
Balance of
Revenues 8310 12,1113 31,375 30234 37,647 37,787 37,783 37,788 37,787 37,788 37,785
Len Renewals and
Replacemenh 017 2702 3.563 4350 5389 5,491 0,435 0,832 71490 8312 9,003
Net Revenue
Available for
Other Purposes 7,30.3 9,851 27,810 32,004 32,378 32396 31,354 30,936 30,291 29,576 28,782
Cat of Power to
Cities
Operating
Revimm from
Sala to Cides 38,400 123,034 209,868 242,879 257,190 265,802 273,066 182,822 292,158 302,308 313,825
Lea Prim Yan
Reveew
Avad" for
Odsw
ttsrpoawll) 0 7¢93 9.851 27.810 32,004 32,378 39396 31,334 30,956 30,297 19$70
Cat of Agency
Potres to 1W
CR4es 38,400 113,441 100,017 113,009 225,188 !3,1X24 941,379 131368 201,209 272311 284,!49
Safw of Agency
Powrse 4CWM) 615-1 1,1436 5,273.1 1.670.9 LW9.3 17143 V,3.4.4 1,820.1 2.8684 9,915.7 2196115
Goat of Apncy
Power
(MltlsAMM) 44.7 53.8 86.0 83.7 840 83,6 8710 89.1 91.0 930 9610
(1) Than amounts, tf oot required for other purposes, will be rehnted by the Agency to the Cities.
A-17
[THIS PACE INTENTIONALLY LEFT BLANK]
APPENDIX B
Cities' utility systems
Condensed Balance Sheets
The following balince sheets for the Cities of Bryan, Denton, Garland and Greenville,
Texas, have been condensed front each City's audited financial statements by the Agency and
reviewed by each of the Cities. However, these financial statements hare not been examined by
independent public accountants and are incomplete in that relevant footnotes, income state-
nkma rnd statements of changes in financial position are not presented as would be required
for a F.esentation in accordance with generally accepted accounting principles.
CITY OF BRYAN, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
SepL 30, Sept 30, Sept 30, Sept N. Sept 30,
1978 1979 1980 1981 1982
Current Assets:
Cash $ 1,508 $ 494 S 555 $ W $ 828
Accounts Receivable (Net of Allowance
for Uncollectible Accounts) 3,859 4,433 5,069 4,630 8,342
Accrued Interest Receivable 127 89 171 285 299
Due from Rural Electric Division 57 58 62 146 424
Due from Other Funds 14 23 26 109 36
Investments - 1,635 600 1,410 -
Inventory of Fuel Oil, Supplies 783 813 912 1,743 2,512
Prepaid Expenses 3 3 3 10 6
Total Current Assets 8,329 7,548 7,398 8,489 12,447
Restricted Assets:
Cash 779 2,427 867 3,313 5,381
Investments 9,891 7,848 7,240 9,052 13,736
Accrued Interest and Other Receivables. 5 5 - 69 65
Total Restricted Assets 10,675 10,078 8,107 12,434 19,182
Deferred Charges 165 159 7 37 103
Fixed Assets:
Property, Plant and Equipment 77,930 82,533 86,534 92,001 102,324
Less Accumulated Depreciation.... 15,061 19,535 20,098 22,887 95,782
62,869 64,998 86,438 89,134 78,542
Total Assets $80,038 $82,783 $81,948 $90,474 $108,274
(Not examined by independent public accountants).
B-3
CITY OF BRYAN, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES, RESERVES, CONTRIBUTIONS AND RETAINED EARNINGS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1978 1979 1980 1981 1992
Current Liabilities (Payable from
Current Assets):
Accounts Payable $ 2,816 $ 3,146 $ 2,101 $ 2,383 $ 3,725
Due to Rural Electric Division 83 39 58 - -
Due to Other Funds 169 232 256 487 1,908
3,068 3,417 2,415 2,850 5,833
Current Liabilities (Payable from
Restricted Assets):
Matured Bonds and Coupons Payable 719 2,353 804 3,246 5,228
Revenue and Tax Bonds due within
one year 1,493 1,573 1,185 1,494 1,670
Interest Payable Thereon 731 717 1,060 931 1,277
Customers Deposits 475 544 858 1,047 1,425
Accounts Payable for Construction 290 287 96 317 502
Contractors' Funds Withheld 2,57 444 92 201 333
Due to Other Furds - - - 36 2
3,985 5,918 3,895 7,272 10,437
Revenue and Tax Bonds Payable (Net of
Current Portion) 51,263 49,690 44,190 45,696 53,846
Total Liabilities 58,298 59,025 50,500 55,818 69,918
Reserves for Debt Service, Contingencies,
Emergent-ies and Encumbrances 3,785 4,954 6,444 5,556 6,148
Contributions 4,145 4,456 5,181 6,269 7,534
Retained Earnings 13,812 14,348 19,823 22,831 24,676
Total Liabilities, Reserves, Contributions
and Retained Earnings $80,038 $82,783 $81,948 $90,474 $108,274
(Not examined by independent public accountants).
B3
CITY OF DENTON, TEXAS
ELECTRIC SYSTEM FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, Sept. 30, Sept 30, Sept 30, Sept. 30,
1978 1979 14180 !981 1984
Current Assets:
Equity in Pooled Cash 5 1,428 5 1,424 $ 1,761 S 843 $ 785
Time Deposits and Accrued Interest 5,047 6,112 5,003 4,336 2,184
Accounts Receivable (Net of Allowance for
Uncollectible Accounts) 3,898 4,160 5,098 5,296 7,640
Due from ether funds 13 24 1 46 56
Inventory of fuel 973 1,005 1,289 1,423 1,407
Prepaid Expenses 47 36 36 42 34
TotJ Current Assets . 11,406 12,781 13,188 11,%6 12,106
Restricted Assets:
Cash 125 3 12 - 82
Time Deposits and Accrued Interest 212 213 4,557 5,759 7,156
Due from other funds - - 3 3 -
Investments and Accrued Interest 3,009 3,852 - - 2,548
Total Restricted Assets 3,348 3,888 4,572 57782 9,766
Utility Plant:
In Service and Construction in Process . 45,542 48,724 47,967 50,940 47,842
Less Accumulated Depreciation 19,045 20,440 21,768 23,217 20,508
28,497 28,254 28,199 27,723 27,335
investment in Internal Service Funds 181 181 2% 344 537
Total Assets $41,430 $43,094 $44,165 $45,815 $49,747
(Not examined by independent public accountants).
BSI
CITY OF DENTON, TEXAS
ELECTRIC SYSTEM FUND
BALANCE SHEETS
At Dates indicated
(Amounts in Thousands)
LIABILITIES AND SYSTEM EQUITY
Se t 30, Sept. 30, Sept- Sept. 30,
Sept. 1979 1980 1981 1982
Current Liabilities (Payable from
Current Assets): $1,534 $ 2,029 $ 1,804 $ 2,117 $ 1,747
F Accounts Payable 12,6 145 182 183 164
258 305 142 85 155
Accrued Liabilities
'28
Due to other Funds 232 187 118 169
.
customers' Deposits
2,150 2,846 2,246 2,491 2
Current Liabilities (Payable from - -
Restricted Assets): - - - 529
Bonds Payable Within One Year 604 395 345
Accrued Interest . 83 30 3 lu 2
34
Accounts Payable
5 25 12 00 892
Duo to other Funs 401 360 559 565
Bonds Payable (Net of Current Portion 18 18,917 18,929 18,941 22,953
and Unamortized Debt Discount) . • 2548
System Equity: 2,573 2,548 2,548 2'518
Reserves
Unrealized Increment in Valuation of 1,737 1,454 1,170 887 -
!PA
Utility Plant in Service 170 213 444 465
Contributions • 16,915 18,468 19,93: 21,9f,2
Retained Earnings 15.203 24,994
19,683 21,130 22,830 824
$41,430 $43,094 $44,165 $!5,415 $49,747
Total Liabilities and System Equity
(Not examined by independent public accountants).
B•~
CITY OF GARLAND, TEXAS
ELECTRIC, WATER AND SEWER FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
:978 1979 1980 1981 1982
Current Assets:
Cash $ 245 $ 54 $ - $ 56 $ 163
Investments 1,276 3,261 - - 2,137
Accrued Interest - 68 - - -
Accounts Receivable (Net of Allowance for
Uncolle( $le Accounts) 7,948 9,229 12,076 14,506 13,808
Inventories 4,057 4,b74 6,767 7,393 5,898
Prepaid Expenses 138 109 127 106 113
Due from other funds 41661 1,038 706 282 1,249
Total Current Assets . 18,325 18,635 19,676 22,343 23,368
Restricted Assets:
Cash 1,491 2,104 2,719 3,101 2,814
Investments and Accrued Interest 12,144 12,827 12,487 9,538 14,416
Federal Grants Receivable 1,783 1,783 1,783 - -
Due from (to) other funds (4,661) (1,038) (706) (282) (1,249)
Total Restricted Assets 10,757 15,676 16,283 12,357 15,981
Fixed Assets:
Property, Plant and Equipment . 186,723 197,872 215,786 227,288 238,994
Less Accumulated Depreciation 33,720 38,866 44,143 49,762 55,719
Total Fixed Assets 153,003 159,008 171,643 177,528 183,275
Total Assets $182,085 $193,317 $207,602 $212,226 $222,624
(Not examined by independent public accountants).
B-6
CITY OF GARLAND, TEXAS
ELECTRIC, WATER AND SEWER FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES, CONTRIBUTIONS AND RETAINED EARNINGS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1978 i979 1950 1981 1982
Current Liabilities (Payable from Current
Assets):
Accounts Payable & Accrued Liabilities . $ 7,750 $ 7,952 $ 6,423 $ 7,793 $ 9,665
General Obligation Bonds Payable 155 161 162 163 168
Accrued Interest Payable 16 14 12 10 8
Customers' Deposits 696 769 73 1,038 1,164
Due to Other Funds 2,469 1,214 4,012 6,425 1,639
11,086 10,110 11,392 15,929 12,645
Current Liabilities (Payable from Restricted
Assets) :
Bonds Payable within one year 2,785 3,075 3,360 3,795 3,980
Accrued Interest 374 467 832 446 765
Accounts Payable 238 1,998 485 643 238
Accrued Liabilities 7 5 6 14 10
Due to Federal Government 69 136 :A - -
3,473 5,679 4,883 4,898 4,993
Bon', Payable (Net of Current Position) 80,961 86,212 92,692 88,738 94,791
Construction Contracts Payable 274 428 346 485 285
Total Liabilities . 95,794 102,429 109,313 109,548 112,714
Contributions 43,058 44,119 47,110 47,553 49,370
Retained Earnings 43,233 46,769 51,179 55,125 60,541
Total Liabilities, Contributions and Retained
Earnings $182,085 $193,317 $207,602 $212,228 $222,624
(Not examined by independent public accountants).
B•7
CITY OF GREENVILLE, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept 30,
1978 1979 1980 1981 1989
Current Assets:
Cash (Including Time Deposits) $ 1 $ (500) $ 1,758 $ 708 $ 12
Accounts Receivable (Net of Allowance
for Uncollectible Accounts) . 1,838 2,077 2,835 2,625 2,737
Inventories 1,075 1,240 1,303 1,389 1,270
Prepaid Expenses - 27 33 47 51
Due from other funds 26 - 115 - -
Total Current Assets 2,940 2,844 6,042 4,767 4,070
Restricted Assets:
Cash (Including Time Deposits) 5,870 4,400 5,341 2,985 4,727
Interest Receivable - 8 36 104 200
Due from other funds 92 - (80) - -
Accounts Receivable 238
Total Restricted Assets 5,692 4,408 5,297 3,089 5,163
Fixed Assets:
Property, Plant and Equipment 40,195 44,152 46,957 50,177 52,424
Less Accumulated Depreciation 14,571 15,643 18,713 17,855 19,031
Total Fixed Assets 25,624 28,509 30,244 32,522 33,393
Total Assets $34,528 $35,761 $41,583 $40,378 $42,626
(Not examined by Independent public accountants).
B$
CITY OF GREENVILLE, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES, RESERVES, CONTRIBUTIONS AND RETAINED 9D EARNINGS
Sept. ao,
Sept. 30, Sept. 30, 1980 1981 1989
1978 1979
Current Liabilities (Payable from Current
Assets): $ 657 $ 836 $ 1,458 $ 1,092 $ 1,385
Accounts Payable 7U 8 ~ 88 111 ~
Accrued Liabilities 23 86 327 67
Customers Deposits 220055 383 334 242 1,598
Due to Other Funds
1,309 1,281 1,709 1,732 3,414
Current Liabilities (Payable from Restricted
Assets): 830 270° 355
Bonds Payable within one year 498
Matured Bond Coupons 2 7 29 _ 70 - 21
Accrued i.,terest 268 448 358 121 6
Accounts Payable 521
839 1,114 882 559
28,190 25,560 24,610 24,255 26,200
Bonds Payable (Net of current portion) . 3 946 3,145 2,738 2,589 4,642
Reserves . . . . " 4,884 5,209 5,666
Contributions 3,038
1,358 1,823 81760 6,~ 2,183
Retained Earnings ings
Total Liabilities, Reserves, 761 $41,583 $4G,378 $42,
Contributions and Retained Earnings $34,528 $
(Not examined by independent public accountants).
B-9
[THIS PAGE INTENTIONALLY LEFC BLANK]
APPENDIX C
Agency Financial Statements
1R do" herein are dw financial statements and Auditors' Report of the Agency f or the
fiwd years ended September 30,1889 and 1981.
DelQitte
Haskins i Sells
One Man Place
Dallas, Texas 75250
(2141748-6601
Telex 732648
AUDITORS' REPORT
The Board of Directors
Texas Municipal Power Agency:
We have examined the balance sheets of Texas Municipal
Power Agency (A Development Stage Enterprise) as of
September 30, 1982 and 1981 and the related statements of
operations and retained earnings (deficit) accumulated
during the development stage and of changes in financial
position for the years then ended and cumulative from
inception (July 1975) to September 30, 1982. Our
examinations were wade in accordance with generally
accepted auditing standards and, accordingly, included
such tests of the accounting records and such other
auditing procedures as we considered necessary in the
circumstances.
In our opinion, such financial statements present fairly
the financial position of Texas Municipal Power Agency at
September 30, 1982 and 1981 and the results of its
operations and the changes in its financial position for
the years then ended and cumulative from inception (July
1975) to September 30, 1982, in conformity with generally
accepted accounting principles applied on a consistent
basis.
Az &=4L" #j4&
December 15, 1982
C-2
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TEXAS MUNICIPAL POWER AGENCY
(A Development State Enterprise)
STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED SEPTEMBER 30, 1982 AND 1981
AND CUMULATIVE FRO11 INCEPTION (JULY 1975) TO SEPTEMBER 30, 1982
1982 1981 CUMULATIVE
SOURCES OF WORXING CAPITAL:
Net income i 336,000 f 301,000 : 797,000
De preelatlon and amortization '88 _19y600 150.000
Working c+ Ital provided by operations , ,
Proceeds of revenue bonds 300,000,000 1,16D,064,000
Increase (decrease) In notes payable,
e:eluding current Instilment, (320,000) 298,000 2,345,000
Proceeds from sale of equipment 25.559,000 25.SSJ 000
TOTAL 1325.594.000 1 618.000 $I.IB8.915.000
USES OF WORXING CAPITAL!
Additions to electric plant in service { 4B, 000 g 1,236,000
Additions to construction work in progress =215,704,000 181,523,000 790,170,000
Additions to nuclear fuel 1,873,000 661,000 7,845,000
Increase (decrease) In net restricted assets 99,745,000 (182,787,000) 351,412,000
Borrowing costs 7,216,000 825,000 25,750,000
Current Instalments of revenue bonds 690,000 690,000
Distributions to participating cities 788,000 821,000
Refunding of revenue bonds, Series 1975 10,625,000
Increase (decrease) in working capital (422,000) 348.000 366,000
TOTAL j323.594,000 1 618.000 11.188.915.000
ViANGES IN COMPONENTS OF MET RESTRICTED ASSETS:
Increase (decrease) in restricted assets:
Cash, investments and special deposits g 98,530,000 :1176,889,0001 S 381,)18,000
Accrued interest 3,531,000 (1,981,000) 7,800,000
Accounts receivable and advance payments
to contractors 1,005,000 (1,001,000) 1,752,000
Due from unrestricted funds 346 000 346 000
Total -iII3;TiTI;OQ11 ZTT~67t066) 341.716;
Increase (decrease) in liabilities payable
from restricted assets:
Current tnstalments of long-term debt 765,000 53,000 1,125,000
Accounts and retainage payable 2,462,000 (2,000) 28,123,000
Accrued compensation and related benefits 4,000 446,000 450,000
Accrued and matured interest 564,000 2,487,000 10,106,000
Due to current assets (126 000) (68 000)
Total -TbST:DII6IF;666 -3iHtfL;OIIII
Increase (decrease) in net restricted assets 2 99.745.000 1(181.787.000) S 351.412.000
CHANGES IN COMPONENTS OF WORKING CAPITAL:
Increase (decrease) in current assets:
Cash and Investments >i 904,000 : 166,000 6 2,068,000
Accounts receivable and other (42,000) 35,000 19,000
Due from restricted assets 4128 000) (68 000)
Total Y T7.~aQ6 1-- 066 IIHT666
Increase (decrease) in liabilities payable
from current assets:
Accounts payable 810,000 433,DOO) 1,173,000
Accrued compensation and related benefits 1182,0001
Due to testrlctad funds 346 000 346 000
Total -T;13S;666 --(zrM. O) ~T1T'666
Increase (decrease) In working capital 1 1422.0001 1 348.000 1 366,000
I
Bee notes to financial statements.
C-5
TEXAS MUNICIPAL POWER AGENCY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. GENERAL
The Texas Municipal Power Agency (TMPA) was created in
July 1975 by concurrent ordinances of the Texas cities
of Bryan, Denton, Garland and Greenville (Cities)
pursuant to Chapter 166, Acts of the 63rd Legislature
of Texas, Fegular Session, 1973 as amended by Chapter
143, Acts of the 64th Legislature, Reg,.ar Session,
1975 (Act). Under the provisions of the Act, TMPA is a
separate municipal corporation, a political subdivision
of the State, and body politic and corporate.
In September 1976, TMPA entered into identical power
sales contracts with each of the Cities for the purpose
of obtaining the economic advantages of jointly
financing, constructing and operating large electric
generating units and related facilities to supply the
Cities' future energy needs. The Cities, under the
power sales contracts with TMPA, are required to pay,
for the benefits received or to be received by them
from such activities, an amount sufficient to pay
TMPA's operating and maintenance expenses and the Bond
Fund, Reserve Fund and Contingency Fund requirements of
the Revenue Bonds.
2. NATURE OF DEVELOPMENT STAGE ACTIVITIES
TMPA is undertaking, as projects approved by the Cities
on August 27, 1976 and June 13, 1978, respectively,
construction of the Gibbons Creek Steam Electric
Station, a lignite-fueled generating plant located in
Grimes County, Texas with a net generating capability
of 390MW, and acquisition of a 6.2% nwnership interest
in the construction of the Comanche Peak Plant, a
nuclear-fueled generating plant being constructed by a
subsidiary of Texas Utilities Company (see Note 4). In
addition to these projects, TMPA is planning or under-
taking a number of "Systems Development and Reliability
Expenditures" which primarily relate to transmission
and communication facilities.
C-6
The total financingrequirementsgfor thefabove-mentioned
projects upon completion
sales of equipment described in Note 9? are estimated by
TMPA as of September 30, 1982 as follows:
Construction costs: 418$28,000
Gibbons Creek: $ 82,945,000
Steam electric station 48 6589000
Lignite mine M'~
Transmission facilities
188,376,000
Comanche Peak 84,992,000
Systems development and reliability
expenditures funds required
Reserve and contingency 1239776,000
by Bond Resolutions 2399233,000
Net interest 39 ,792 ,000
Other
$1.226.300.000
Total
Upon completion of the saled of $$76'300n000 ofldeVenue
Bonds in November 19820 as scribed i Note , the
above financing requirements have been met.
3. SUMFIRY OF SIGNIFICANT ACCOUNTING POLICIES
Electric Plant - Electric plant is stated at historical
cost. st includes payroll related costs such as
taxes anducco employee benefits, general and administr
costs, and an allowance for funds used in p jis
Certain facilities, primarily transmission facilities,
have been or will be completed prior to the completion of
any generating plant. These completed facilitiesswuntil
remain classified asAtoSeptembern30er1982,pconstruction
placed in service.
work in progress included X401383,000 of such complete
facilities.
The cost of lignite rights are included in construction
work in progress and amounted to6,759,0e0tat costs of
September 309 1982. Lignite rights incl
all preliminary any exploration studies, leasehold or fee
acquisitions, delay rentals and advance royalties.
income of TMPA, a political
Federal Income Taxestatenof Texas, is exempt from Federal
v s on of to
income tax under Section 115 of the internal Revenue Code.
Allowance for Funds Used inPlo ecnet costAofaborrowed
cap to ze to a ec _r c p
funds used during the period of construction. The ne
cost of borrowed funds includes amortization oftbond
discounts, premiums and borrowing
and losses, and interest expense net of interest income.
C-7
Depreciation - Depreciation of electric plant in ser-
vice is cTulated by the straight-line method using
the following rates:
Transportation 33%
Furniture and fixtures 20%
Electric plant leased to others 5%
Intangible plant 3%
Revenue Bonds - Issuance costs, discounts, and premiums
o Revenue Fonds are being amortized by the sinking fund
method over the period of the related maturities.
1
Reclassifications - Certain amounts in the prior finan-
cial statements ave been reclassified to conform with
the 1982 financial statement presentation.
4. ACQUISITION OF INTEREST IN COMANCHE PEAK
In January 1979, TMPA executed the Joint Ownership
Agreement (Agreement) to acquire a 6.2% undivided
ownership interest in the Comanche Peak Steam Electric
Station. The project consists of two 1,150MW
nuclear-fueled pressurized water-reactor steam electric
units (scheduled for completion in 1984 for Unit 1 and
1985 for Unit 2) together with associated nuclear fuel,
switchyard, substation, railroad spur and reservoir.
It also includes an interest in a certain associated
transmission line.
Under the terms of the Agreement, TMPA is obligated to
pay 6.2% of all future (i) construction costs, (ii)
nuclear fuel costs, and (iii) operating costs (after
the station is placed into commercial operation) plus a
management fee of five percent of its pro rata share of
operating costs and fuel costs (subject to certain cost
escalation limitations). Subject to certain opera-
tional exceptions, TMPA is entitled to recrive 6.2% of
the net power output that the station is capable of
producing at any given time.
The Atomic Energy Act of 1954 requires the issuance by
the Nuclear Regulatory Commission (NRC) of operating
licenses for the Comanche Peak Station. The applica-
tion for the operating licen.es for both units was
docketed with the NRC on April 25, 1978. Operating
licenses will not be issued for the Comanche Peak
Station under present NRC regulations unless various
proceedings have been successfully concluded before the
Atomic Safety and Licensing Board and the NRC, in-
cluding an independent review of the piping and pipe
support systems by the NRC which is scheduled for
completion in early 1983. TMPA can give no assurance
that such operating licenses will be issued. If an
C-8
operating license has not been issued by the time Unit
1 is ready for fuel loading, costs will increase and
the commercial operation date will be delayed.
5. RESTRICTED ASSETS
Restricted assets presented in the accompanying balance
sheets include those assets comprising the Bond,
Reserve, Contingency and Construction Funds which are
established and maintained pursuant to the Bond
Resolutions of TMPA. All assets in the Bond Fund and
substantially all assets in the Reserve Fund are avail-
able only to meet the principal and interest payments
on the Revenue Bonds. Assets in the Construction Fund
are available primarily for the payment of construction
and acquisition costs of those projects described in
Note 2. The aggregate amount of assets in each of
these funds as of September 30, 1932 and 1981 is as
follows:
September 30,
1982 1981
Bond Fund $128$91,000 $ 69733,000
Reserve Fund 114,9099000 8193163000
Contingency Fund 29045,000 29041,000
Construction Fund 145,6711000 197971.42000
Total $391,216,000 $287,804,000
TMPA has purchased investment securities under repur-
chase agreements whereby TMPA will resell, at its cost
plus accrued earnings, specified amouits of the securi-
tie5 on or before specified dates. The securities are
primarily obligations of the United States Treasury,
the Federal Home Loan Mortgage Corporation, the Govern-
ment National Mortgage Association, and the Federal
Home Loan Bank. At September 30, 19829 TMPA had
repurchase agreements bearing interest at rates ranging
from 9.5% to 13.55% with resale dates in October and
November 1982.
United States Government and Government Agency obli-
gations include United States Treasury bills and notes
and securities issued by the Federal Home Loan Bank,
the Federal Land Banks, and the Federal National.
Mortgage Association. The securities bear interest at
rates ranging from 7.3% to 16.5% and mature at various
dates between October 1982 and April 1991. The secu-
rities are stated at amortized cost which, in the
aggregate, is not materially different than market.
TMPA intends to hold these securities to maturity.
C-9
6. REVENUE BONDS
TMPA has five issues of Revenue Bonds outstanding,
summarized as follows:
Range of Earliest
M-at--uriin Interest Rat-as Redemption
Series From From To Date
1976 1983 2011 1 . % 6 3/F% 1986
1978 1984 2011 5.35 7 1988
1979 1985 2012 5 1;2 7 1989
1980 1985 2012 6 9 1/4 1990
1982 1986 2012 9 1/2 14 5/8 1997
The Bonds are payable solely from, and are collat-
eralized by an irrevocable first lien on, the net
revenues of TMPA and the funds established by the Bond
Resolutions, subject to the payment of operating and
maintenance expenses from money on deposit in the
Revenue Fund.
Annual debt service requirements as of September 30,
1982 are summarized as follows:
Principal Jnterest Total
Year Ending
September 30:
1983 $ 6909000 $ 104,9419000 $ 105,6319000
1984 402159000 10499069000 109,1219000
1985 119270,000 1049683,000 1159953,000
1986 133455,000 104,054,000 1179509,000
1987 149300,000 103,226,000 117,5269000
1988 - 2012 1,106,0701000 1975497249000 29860,7949000
Total $1,150,000,000 12,12 $3,426,5341600
7. NOTES PAYABLE
The Act permits TMPA to issue non-negotiable purchase
money notes payable in instalments (collateralized by
the properties being acquired) in order to acquire land
or fuel resources. The costs of the property and
investments coliateralizing the notes approximated
$7,269,000 as of September 30, 1982.
8. RETIREMENT PLAN
TMPA has a retirement plan covering substantially all
its employees. The plan is structured so that TMPA con-
tributes 10% of gross wages to a fund for participants.
Employees may contribute an additional amount up to 10%
from their earnings on a voluntary basis. Interest is
C-10
earned on each individual's account until retirement or
termination. The employee becomes a vested participant
after six months of service. Retirement plan costs for
1982 and 1981 were $485,000 and $251,000, respectively.
9. COMMITMENTS
In connection with the projects and activities des-
cribed in Note 2, TMPA has outstanding contreucts for
oods and services which aggregate approximately
687,000,000 as of September 30, 1982 of which
approximately $547,000,000 has been expended.
In order to obtain certain property and confirm certain
rights necessary to complete the Gibbons Creek Steam
Electric Station, TMPA has made certain payments to
Grimes County and three school districts during the
years 1978 through 1982. The Agency has agreed to make
additional annual payments, subject to adjustment as
specified in the agreement, at the rate of $520,000 per
year, as long as the Gibbons Creek Unit No. 1 is in
operation. The estimated total payments remaining to be
mac.e by TMPA under this agreement are approximately
$15,100,000 as of September 30, 1982.
TMPA has entered into a miring services contract with
Navasota Mining Company (Navasota) to operate the
lignite mine at the Agency's Gibbons Creek Steam
Electric Station. Under an option provided in the
contract, TMPA elected to have Navasota provide the
major mining equipment to be used in the operation of
the mine and sold its interests in two partially
completed draglines and a coal conveyor system at cost
to Navasota for $61,709,000 ($25,559,000 sold in April
1982 and $36,150,000 sold in October and December
1982). Concurrently with the sales, Navasota sold the
equipment to third parties and entered into lease
agreements with such third parties. Under the mining
contract, TMPA is obligated to make minimum payments
equal to the costs incurred by Navasota under its lease
agreements for the draglines and the conveyor system.
The aggregate amount of required payments at September
30, 1982 (after giving effect to the sales of the
equipment to Navasota in October and December 1982) is
as follows:
Year ending September 30:
1983 $ 6,6919000
1984 6,686,000
1985 606869000
1986 61686,000
1987 606869000
Later years 1339126,000
Total $166.561.000
C-11
The above amounts are subject to escalation under
various circumstances as stipulated in the mining
contract. In addition, TMPA is required to pay
additional amounts depending upon the levels of mining
activity. The mining contract can be terminated by TMPA
at any time subsequent to the expiration of an initial
six and one-fourth year period aad by Navasota at the
expiration of the initial period or at the end of any
successive five year period thereafter.
10. SUBSEQUENT EVENTS
In November 1982, TMPA sold $76,300,000 of Revenue
Bonds. The bonds range in maturity from 1986 to 2012
subject to redemption on or after September 1, 1992.
Interest rates of the bonds range from 7-1/2x to 10-3/4%
depending on the maturity date.
C-12
EXHIBIT I
PROPOSED FORM OF OPINION OF BOND COUNSEL
DUMAS, HUGUENIN. 300THMAN & MORROW FULDRIGHT &JAWORSKI OFFICES
FOCI BRYAN TOWER, SUITE 1400 BANK OF THE SOUTHWEST BUILDING LANCMARK SUILOIAI , SUIT[ 200
H OUSTON, TEXAS 77002 705 [AST HOUSTON AVENUE
DALLAS, TEXAS 75201 ICLEPNONE 17LT 631 5151 SAN ANTONIO, TEXAS 76205
TELEPHONE 12141969-0969 TELEX 76 2629 TELEPHONE S121 F24 5575
1150 CONNECTICJT AVE,N W FOCI BRIAN TOWER
WASH. MG TON,]C 20036 SUITE 1400
LANDMARK BUILDING, SUITE 200 TELEWHON[IV'2A 452-66CO DALLAS, TEX1% 75201
705 CAST HOUSTON AVENUE TELEX 69-2tO2 TELEPHONE RIC069-1989
SAN ANT0,00, TEXAS 76205 AMERICAN BANK TOWER. SUITE 040 2 Sr JAMES$ PLACE
TELEPHONE 5121 224-5622 221 WEST SIXTH STREET LONDON, SWIA INP
AUSTIN,TEKAS 79701 TELEPHONE 10.1629(ROY
TELEPHCNE,512.474. 5201 rELEA 26010
WE HAVE EXAMINED certified proceedings, including the Resolution (the 'Bond Resolution"),
adopted by the Board of Directors of the Texas Municipal Power Agency (the 'Agency,"), a municipal
corporation, political subdivision of the State of Texas, and a body politic and corporate, duly created
and validly existing pursuant to the CODStitUtiOn and laws of the State of Texas, authorizing the
issuance by the Agency of its TEXAS MUNICIPAL POWER AGENCY REFUNDING REVENUE
BONDS, SERIES 1933 (the "Bonds") in the principal sum of Three Hundred Seventy-Nine Million
Nine Hundred Sixty Thousand Dollars, ($379,960,000), numbered consecutively from 1 upward,
each ire the denomination of $5,000, and maturing, bearing interest and being subject to redemption
prior to maturity in accordance with the terms and conditions stated on the face of each of the Bonds,
WE HAVE ALSO EXAMINED executed Bond Number One and find same in due form of law
and properly executed.
WE HAVE FURTHER EXAMINED xpplicabie and pertinent provisions of the Constitution and
laws of the State of Texas, the Escrow Deposit Agreement between the Agency and BancTE.XAS Dallas
N.A., P.3 Escrow Trustee (the "Escrow Agreement"), a report of Ernst & Whinney, certified public
accountants, verifying the mathematical accuracy of certain computations of the yield on the Bonds
and obligations acquired with the proceeds of the Bonds, upon which report we rely, a transcript
of the certified proceedings of the Agency relating to the authorization and issuance of the Bonds
and customary certifications and opinions of officials of the Agency and other showings nertinent
tc the authorization and issuance of the Bonds, including certifications and representations concern-
ing the use of proceeds of the Bonds, the use of other funds of the Agency and other material facts
within the knowledge and control of the Agency, upon which certifications and representations
we rely.
BASED ON OUR EXAMINATIONS, IT IS OUR OPINION that the Escrow Agreement bps
been duly authori::d and executed by the Agency and constitutes a binding and enforceable agree-
ment of the Agency o accordance with its terms and that the outstanding and unpaid revenue bonds
(identified in the Bond Resolution) (the 'Refunded Bonds") being refunded, discharged, paid and
redeemed and the terms of the resolution authorizing their issuance, have now been approprieteiy
defeased and are regarded as being outstanding only for the purpose of rec(iAng payment out of
the funds provided therefor now held In trust for that purpose by the Escrow Trustee, pursuant to
the terms of Article 717k, R.C,S. of Texas, as amended. In rendering this opinion, we have relied upon
the verifications contained in the above-mentioned report of Ernst & Whinney as to the sufficiency of
the amount of moneys depoAted with the Escrow Trustee pursuant to the Escrow Agreement for the
purpose of paying the Refunded Bonds.
IT IS ALSO OUR OPINION that such proceedings and other showings tendered in connection
therewith evidence that all of the Bonds were duly authorized and issued in conformity with the
Coustitution and Isws of the State of Texas presently effective, and that the Bands and the Bond
Resolution are valid and legally binding upon the Agency, and enforceable In accordance with
the terms and conditions thereof; that the Power Sales Contracts, each of which is dated as of
September 1, 1976, by and between the Agency and the Cities of Eryan, Denton, Garland and
Greenville, Texas, are valid and enforceable contracts; and that all payments to be made by such
Cities under the respective Contracts are operating expenses of the electric power and light systems
of such Cities; provided that our opinion with respect to the enforceability of the Bonds and the
Power Sales Contracts is limited to the extert that the enforceability thereof may be limited by
laws relating to bankruptcy, reorganization, and creditors' rights generally.
IT IS OUR FURTHER OPINION that the Bonds, together with the outstanding and unpaid
Previously Issued Bonds, are payable as to principal and interest solely from and equally secured
by an irrevocable first lien on and pledge of the Net Revenues of the System and all funds (includ-
ing the investments therein) established and reaffirmed by the Bond Resolution, other than the
Revenue Fund, and the Revenue Fund subject to the payment of the Operating and Maintenance
Expenses. The terms in this paragraph have the meaning assigned to them in the Bond Resolution.
THE BOND RESOLUTION further provides certain conditions under which the Agency may
issue additional parity bonds or other evidences of indebtedness payable from the same source and
secured in the same manner.
IT IS OUR FURTHER OPINION that the interest on the Bonds is exempt from federal income
tax under existing law.
WE HAVE ACTED AS BOND COUNSEL for the Agency for the sole purpose of rendering our
opinion with respect to the legality and validity of the Bonds under the Constitution and laws of the
State of Texas, with respect to the exemption of the interest on the Bonds from federal income t:,xcs,
with respect to certain other matters in connection with ffe delivery of the Bonds, and for no other
purpose or reason. We have not been requested to investigate or verify, and bave not independently
investigated or verified, any records, data or other material relating to the financial condition or
capabilities of the Agency and have not assumed any responsibility with respect thereto.
EXHIBIT II
GLOSSARY OF CERTAIN TERMS USED IN THIS OFFICIAL STATEMENT
The following terms, as used in this Official Statement, have the meanings set forth below:
Annual System Costs - with respect to a fiscal year of the Agency, and to the extent not paid or
to be paid from the proceeds of Bonds or other funds legally available to the Agency, all costs and
expenses of the Agency that are paid or incurred during such fiscal year of the Agency and are
allocable to the System, including, but not limited to the payment of the Operating and Maintenance
Expenses of the System, all costs, charges, and expenses of replacements and renewals of the System
and all taxes, assessments or other governmental charges lawfully imposed on the Agency or on the
revenues of the System or payments in lieu thereof, and the deposit or payment of any and all
amounts which the Agency may now and hereafter become obligated to deposit into any fund or pay
from revenues of the System, by law, contract, or the Resolution.
Average Annual Debt Service - the annual arithmetic average (fiscal year basis) of the principal
of and interest on all outstanding Bonds becoming due from the date of calculation to the earlier of
the date of maturity of such Bonds or to the date such Bonds are required to be called for redemption.
Debt Service - with respect to any period, the aggregate amounts required to be paid during said
period on outstanding Bonds, less those amounts on deposit for the payment thereof, as the same
shall become due.
Development Project - any one or more of the following: (f) repairs, replacements, or modifi-
cations to an existing generating facility owned in whole or in part by the Agency, and which are
designed to increase or maintain an operating efficiency of the facility or (ii) preliminary and
developmental work to determine whether any work should be undertaken as a Project, or engineer-
ing, legal, and financial studies in connection with the planning, development or utilization of
power resources, or (iii) any purpose for which proceeds of Bonds may be expended under the Act,
except a Project.
Cross Revenues - the enth a income and revenue of the Agency derived from the operation of the
System or ownership of properties constituting the System. The term does not include payments
received by the Agency from certain other sources, including payments from a City upon its with-
drawal from the Agency, proceeds of insurance (except business interruption insurance) or eminent
domain, or investment income of the Ccnstruction FuT d.
Investment Securities - any of the following securities, if and to the extent that the same are at
the Dime legal for investment of Agency funds:
(1) Direct obligations of the United States of America; obligations which in the opinion of
the Attorney General of the United States are general obligations of the United States and
backed by its fuh faith and credit; obligations guaranteed by the Uuited States of America;
(if) Evidences of indebtedness of tl:e Federal Land Banks, Federal Intermediate Crecht
Banks, Banks for Cooperatives, Federal Home Loan Banks, Federal National Mortgage Asso-
ciation, Federal Financing Bank Participation Certificates in the Federal Assets Financing Trust,
New Housing Authority Bonds and Project Notes fully secured by contracts with the United
States of America, or any other agency or instrumentality of the United States of America; binds
secu*ed by the general credit of the State of Tomas, and deposits which are fully secured (to
the extent not insured by a corporation, instrtmentality or agency of the United States of
America) by obligations in which the Agency may invest under the provisions of this definition;
and
(III) With respect to the proceeds of the Series 1982A Bonds, obligations of the Student
Loan Marketing Association.
Net Energy for Load - a City's net energy generation plus energy received from others minus
energy delivered to others at the points of delivery during the period under consideration.
Net Revenues-for any period, the Cross Revenues daring such period less the Operating and
Maintenance Expenses during such period.
Operating and Maintenance Expenses - all expenses incurred in the operation and maintenance
of the System a'.ud the Agency which are properly accounted for such purpose, under generally
accepted accounting principles. Such term does not inclide depreciation or obsolescence charges or
reserves therefor, interest charges and charges for the payment of principal, or amortization, of Bonds
or other indebtedness of the Agency.
Project - one or more of the following (i) any power generating facility (or interest therein) to
be constructed or acquired by the Agency as well as fuel therefor and any transmission facility
required to connect or interconnect sucl generating facility with a Ciiy or others, (ii) any addition or
improvement to a power generating fa-+' ' which is then owned, in whcle or in part, by the Agency,
or (iii) any contract right to purchase ~e a power supply or transmission capacity (a) by the
making of a prepayment of capital costs .,;iich ere associated with the supply or capacity so pur-
chased, or (b) by the execution of a take .z pay contract having a duration of more than 10 years,
including any renewals thereof or (c) by the execution of a contract to purchase power or energy
(either or both) on an all requirements basis.
System - the Agency's interest in all properties (owned or operated by or on behalf of the
Agency) which are financed, in whole or in part, through the issuance of obligations by the Agency
for approved Projects and approved System Development and Reliability Expenditures and Develop-
ment Projects, prior to the time one of the Cities disapproves a Project under the provisions of the
Contract and elects Option One as described in "Summary of Certain Provisions of the Power Sales
Contract Election of Options Upon Disapproval". The term also includes any contract for providing
services or power and energy, either or both.
System Deoelopraent and Reliability Expenditures - those expenditures which the Agency deter-
mines, under prudent utility practices, should be expended over a given period to time for (1)
transmission and related facilities to increase the reliability of the delivery of power and energy by the
Agency, (ii) the exploration for, det-Inpment of or the acquisition of a fuel supply or supplies in
order to provide fuel for generatioE ies which are not then owned or in the process of construc-
tion for and on behalf of the Agen,. (iii) repairs, replacements, or modifications to an existing
generating facility (owned in whole car in part by the Agency or under construction by it) which are
designed to increase the rated capacity of such generating facility. Sucb expenditures which are to
he paid from the proceeds of a series of Bonds shall be considered a single Project.
I
•
T
~Lf
NEW ISSUE
INTEREST EXEMF7, IN THE OPINION OF BOND COUNSEL, FROM PRESENT
FEDERAL INCOME TAXES UNDER EXISTING LAW.
$3791960,000
Texas Municipal Power Agency
Refunding Revenue Bonds, Series 198:
Dated: Marcie 1, 1983 Due: Septvr..oer i, as shown below
The Seines 1983 Bonds are coupon bonds in the denomination of $5,000 each, registrable as j principal only.
The principal or bonds payable to bearer, and interest on all bonds (September 1, 1983, and semian 4,i-'ly thereafter
on each March 1 and September 1), are payable at The Chase Manhattan Bank, N.A., New York, New York, or,
at the option of the holder, at BancTEXAS Dallas N.A., Dallas, faxes. The principal of bonds registered as to
principal (unless registered to bearer) is payable only at the office of BancTEXAS Dailas N.A., Dallas, Texas, as
Reg i sl rar.
The Series 1983 Bonds are subject Io redemption prior to maturity as described herein.
The proceeds of the Series 1983 Bonds, together with other available mortles, will be used to refwal $268,915,000
of Revenue Bonds of the Agency presently outstanding. The Series 1983 Bonds ere on a parity with $957,385,000
Revenue Bonds of the Agency remaining outstanding after such refunding and are payable coley from the
Net Revenues of lkt Agency pledged therefor, the Bond Fund and certain other special funds. The Cities
of 3ryan, Denton, Garland end Greenville, Texas have entered Into Power Sales Contracts with the Agency
obligating the Cities to purchase from the Agency, subject to certain exceptions, all of their electric energy
requirements not generated by their existing electric systems. Additionally, if aroney on deposit In the Bond
Fund is less than the amount then required to be on deposit therein, each City Is obligated to pay directly
to 'he custodian of the Bond Fund its Percentage Share of the amount sufficient to satisfy such require-
ments. All amounts payable by the Cities under mid Contracts are payable solely from the revenues of thetr
respective electric systems and constitute operating expenses thereof, and arm not payable from taxes or any
other revenues of the Cities. The Agency has no taxing power. The Stale of Texas Is not liable on the Bonds and
they are not a debt of the State.
$70,535,000 Serial Bonds
Pr1p
Due Due or
September 1 _ Amount Role Price September 1 Amount Rate Yield
1988 $3,570,000 6Y2 % 100% 1995 $5,000,000 8.70% 100%
1989 3,805,000 7 100 1996 5,000,000 8.85 100
1990 4,070,000 7V2 100 1997 5,000,000 9 100
1991 4,375,000 7Ie 100 1998 5,000,000 9.10 100
1992 4,715,000 8 100 1999 5,000,000 9.20 100
1993 5,000,000 8V4 100 2000 5,000,000 9.30 100
1994 5,000,000 8Yx 100 2001 5,000,000 9.30 9.35
2002 5,000,000 9.40 100
S 95,870,000 9%% Term Bonds Due September 1, 2003 @b) 100%
$213,955,000 9%% Term Bonds Due September 1, 2012 @ 99.50
(Accrued Interest to be added)
The Series 1983 Bones are offered when, as and If Issued and rec•::ved by the Underwriters, and subject to the
approval of legality by the Attorney General of Texas and Messrs. Dumas, Huguenin, Boolhman d Morrow, Dallas,
Texas, Bond Counsel. Certain legal matters will be passed on for the Underwriters by Messrs. Hutchison Price
Boyle 8 Brooks, Dallas, Toxas, and for the Agency by Frank H. Bass, Jr., Esq., Director of Lego! Services. It Is
expected that the Series 1983 Bonds In definitive form will be available for delivery In New York, New York, on or
about March 29, 1983.
Salomon Brothers Inc
Goldman, Sachs & Co.
Merrill Lynch White Weld Capital Markets Group
MerrO! Lynch, Pierce, Fencer k Smith Incorporated
Smith Barney, Harris Upham & Co.
Incorporated
Blyth Eastman Paine Webber
fncarporated
No dealer, broker, salesman or other person has been authorized by the Texas Municipal Power
Agency or by the Underwriters to give any information or to make any representations, other than as
contained in this Official Statement, and if given or made such other information or representations
must not be relied upon as having been authorized by the Agency or the Underwriters. This Official
Statement does not constitute an offer to sell or 6e solicitation of an offer to buy, nor shall there
be any sale of, the Series 1953 Bonds, by any person in any jurisdiction in wvhfch it is unlawful for
such person to make such offer, solicitation or sale.
The information set forth herein has been furnished by the Texas Municipal Power Agency and
includes information obtained from other sources wwhich are believed to be reliable, but is not
guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the
Underwriters. The information and expressions of opinion contained herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the
Agency or the Cities since the date hereof.
TABLE OF CONTEPITS
Page Page
Inmoductfon 1 Rate Covenant of Cities 28
Background I Sale of Electric Distribution System by
Approved Projects 2 Cities; Assignment of Rights 28
Power Sales Contract 2 Amendments 28
Use of I^oceeds and Refinancing Plsn 3 Summary of Certain Provisions of the
The Agency 4 Resolution 28
Powers under the Act 4 Pled,i of Revenues and Fundi;
Qn-tramental Structure 4 Application of Revenues 28
Management 4 Revenue Fund 28
Financial Statements 5 Bond Fund 29
Description of the Series 1983 Bonds 6 Reserve Fund 29 1
General 6 Contingency Fund 29
Optional Redemption 6 Construction Fund .
Mandatory Redemption of Term Bonds 6 Investment of Moneys in Funds 30
Security for the Bends 7 Additional Bonds 30
Pledge 7 Refunding Bonds 31
Rate Covenants 7 Subordinated Indebtednei 31
Contract Obligations of Cities and Agency 7 Incurrence of Other Indebtedness . 31
Application of Series 19M Bond Proceeds 8 Covenant as to Rates and Charges 31
31
The Projects 9 Certain Other Covenants . ' .
Approved Projects 9 Amendment of Resolution 33
Gibbons Creek 9 Discharge of Indebtedness 33
Comanche Peak 12 Nov__e of Redemption of Bonds . 34
System Development and Events of Default and Remedies of Holders 34
Reliability Expenditures 15 Summary of Certain Provisions of the
Load and Energy Requirements and joint Ownership Agreement 35
Resources l5 Factors Affecting the Electric Utility
Projected Operating Results and Industry 36
Cost of Power 17 Regulatory Bodies . 36
Projected Agency Operating Results . 17 Public Utility Commission 36
Projected Agency Cost of Power . . 18 Available Information Regarding t1.e
Cities' Electric Systems 18 Companies 37
Bryan 19 Litigation 37
Denton 19 Tax Exemption 37
Garland 20 Certain Legal Matters 38
Greenville 20 Verification of Arithmetical and
Historical City Electric Utility Mathematical Calculations 38
Operating Statistic 21 Legal Investment In Texas 38
Historical City Utility Systems Ratings 38
Operating Results 22 Underwriting 38
Debt Service Certain Provisions of the 24 Appendices
Summary Appendix A-Report of R. W. Beck and Associates
Power Sales Contract . 25 Appendix B - Cities' Utility Systems Condensed
We of Power and Ecergy 25 Balance Sheets
Purposes for which Bonds may be Issued; Appendix C -Agency Financial Statements
Approvals Required 25 Exhibits
Election of Options upon LNsepproval 25 Exhibit I - Proposed Form of Opinion of Bond
Rates and Charges 26 Counsel
Payments by Cities 26 Exhibit II - Glossary of Certain Terms Used In Oils
Re-creation of Agency 91 Ofocial Statement
TEXAS MUNICIPAL POWER AGENCY
P.O. Box 429
Anderson, Texas 77830
(713) 873.2013
BOARD OF DIRECTORS
Charles Matthews, President Garland
Avon Acker, Vice President . Greenville
Roland Vela, Secretary-Treasurer Denton
Wayne Gibson Bryan
William F. Magee Garland
Jerry Ransom Greenville
Richard Smith Bryan
Richard Stewart Denton
MANAGEMENT
Ed L. Wagoner . General Manager
Frank H. Bass, Jr. Direaur of Legal Services
William P. Freeman Director of Financial Services
BOND COUNSEL
DuNfAS, HvcuENim, Booimferr & MOnnow
Dallas, Texas
CONSULTING ENGINEER
R. W. BECK AND Assocum
Denver, Colorado
FINANCIAL ADVISOR
FIRST SOUTHWEST COMPANY
Mercantile Dallas Budding
Dallas, Texas 75201
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SUMMARY
The following information is qualified in its entirety by the detailed information, financial
statements and estimates appearing elsewhere in this Official Statement, reference to which is hereby
made for all purposes.
The Issuer
Texas Municipal Power Agency is a joint powers agency, without taxing power, created by the
Cities of Bryan, Denton, Garland and Greenville, Texas, baying the power to generate, transmit and
sell or exchange siectric energy to the Cities, and to private entities which are joint owners with the
Agency of electric generating facilities within the State.
The Bondi
The $379,960,000 Texas Municipal Power Agency Refunding Rev( nut 130ndc, Series 1953 are
dated March 1, 1983, and mature annually from 19M through 2002, bo!h incluske, and in 2003 and
2012. Interest will be paid on September 1, 1983, and on each Mzxh 1 and September 1 thereafter
until the earlier of maturity or redemption. The Series 1983 Bonds and coup,,ns are payable to
bearer with provision for registration as to principal.
Redemption Provisions
The Series 1983 Bonds are subject to redemption on and after March 1, 1993, in whole on any
date, and in part (by maturity as selected by the Agency and by lot within a maturity) on any interest
payment date, at 103% of the principal amount and at declining percentages beginning March 1, 1994,
plus accrued interest, as more fully described herein. The Series 1983 Bonds due 'A03 and 2012 are
subject to mandatory redemption in part by lot at a price of 100%a of the principal amount thereof
plus accrued interest, as more fully described herein.
Use of Proceeds
The proceeds of the Series 1983 Bonds, together with other available monies, will be used to
refund $268,915,000 of Revenue Bonds, Series 1982 of the Agency.
Security and Source of Payment
The Series 1983 Bonds are on a parity with $957,385,000 previously issued Bonds of the Agency
remaL-dng Outstanding after the refunding, payable from and secured by an irrevocable fiat lien
on the Agency's Net Revenues and certain other special funds created in the Bond Resolution. The
principal revenue of the Agency will be derived from an identical Power Sales Contract between
the Agency and each of the Cities. Each City covenants to establish, maintain and collect rates and
charges for the services of its electric system which produce revenues at least sufficient to pay all
amounts due under the Contract, including a contractual guarantee that the amount on deposit in the
3ond Fund will be sufficient to pay all Bonds, including the Series 198? Bonds, when due.
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I ,
OFFICIAL STATEMENT OF T'FIE
TEXAS MUNICIPAL POWER AGENCY
Relating to its
$3792960,000
REFUNDING REVENUE BONDS, SERIES 1983
INTRODUCTION
The purpose of this Official Statement, which includes the cover pa s mnary, appendices and
exhibits hereto, is to set forth information concerning the Texas M i„ic ipal Power Agency (the
"Agency"), the Cities of Bryan, Denton, Garland and Greenville, T,als (the "Cities"), and the
Agency's $379,960,000 Refunding Revenue Bonds, Series 1983 (the "Series 195:3 Bopds").
The Series 19M Bonds are being issued pursuant to Article 1435a, Vernon's Texas Civil Statutes,
as amended (the "Act"), and the bond resolution (the "Resolution") of the Agency adopted on
March 4, 1983.
The Series 1983 Bonds are on a parity with the Agency's outstanding $50,000,000 Revenue
Bonds, Series 1976, $250,000,000 Revenue Bonds, Series 1978, $300,000,000 Revenue Bonds, Series 1979,
$250,000,000 Revenue Bonds, Series 1980, $31,035,000 Revenue Bonds, Series 19,32 (remaining out-
standing after this refunding), and $76,300,000 Revenue Bonds Series 1982A (collectively, the "Out-
standing bonds"). The Outstanding Bonds, the Series 1983 Bonds and any additional parity bonds
issued under the conditions set forth in the Resolution are hereinafter referred to as the "Bonds."
Background
Each of the Cities presently owns and eDerates a municipal electric power generation, transmission
and distribution system. The municipal systems of the Cities of Bryan, Denton and Greenville previde
the 1-rimary source of electric energy suppl,, for substantially all of the electric customers residing
within their respective corporate limits. The City of Garland serves approximately 85% of the electric
customers within its corporate limits, with Texas Power h Light Company serving the remainder
under franchise. The City of Bryan, in addition to its municipal system, owns and operates a distinct
and sep..rate rural transmission and distribution system which purchases electric energy from Bryan's
municipal system. (See 'Cities' Electric Systems").
In 1963, the Cities of Bryan, Carland and Greenville, along with Brazos Electric Power Coopera-
tive, Inc. ('Brazos"), entered into an "Interchange Agreement," forming the "Texas Municipal Power
Pool," which the City of Denton joined in 1969. The participants continue to coordinate the use
of generation and transmission facilities owned and operated by the participants, interchange reserve
capacity and provide spinning reserves.
In July, 1975, the Cities created the Agency in accordance with the provisions of the Act and, in
September, 1978, the Agency entered into an identical Power Sales Contract (collectively, the
"Contract") with each of the Cities for the purpose of obtaining the economic advantages of jointly
financing, constructing and operating large generating units to supply the growing energy needs of
the Cities.
In the opinion of R. W. Beck and Associates (the "Consulting Engineer"), without acditional
power sources, the Cities face growing combined deficiencies in electric generating capacity to serve
their customers starting in 1986. It is also the Consulting Engineer's opinion that the Agency's
approved generating projects within the context of the Cities power supply program are feasible.
The "Consulting Engineers Report for Texa.., Municipal Power Agency, Series 1982A Revenue Bonds"
date,3 November 5, 1982, as supplemented by a letter dated March 4, 1983 (collectively, the
"Engineees Report"), is reproduced herein as Appendix A.
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Most of the Cities' present generating facilities use natural gas as the primary, fuel. Increasing
prices and governmental restrictions in the use of natural gas and oil as boiler fuels emphasized the
need for the development of electric generating facilities and resources which do not require such fuels.
In the opinion of the Consulting Engineer, the Agency's efforts with respect to developing addi-
tional generating resources and related facilities for the near future have been and continue to be
reasonable and appropriate, and the forecasted cost of power from its approved projects continues
to be attractive when aimpnred to that which could be anticipated from the City-owned units using
natural gas (or oil) and operating at an average efficiency.
Approved Projects
The first generating project of the Agency, named the Gibbons Creek Steam Electric Station, is
located in Grimes County, Texas, and includes a net 390 megawatt ("MVF") lignite-fueled steam
electric plant, reservoir, railroad spur, associated transmission facilities, an adjacent surface rnine and
related properties and equipment ("Gibbons Creek"). Construction is now substantially complete and
steam generation and turbine testing begin in October, 1982. Current estimates indicate that Gibbons
Creek will be declared to be in commercial operation by October, 1983. (See "The Projects. Gibbons
Creek").
The Agency's seco-id generating project cor silts of a 6.2% ownership interest in the nuclear-fueled
Comanche Peak Steam Electrk Statioa, now under construction in Somervell County, Texas, together
with related fuel and certain transmission facilities (`Comanche Peak"). The station will consist of
two 1,150 bIW nuclei:-fueled pressurized water reactor steam generating units, properties and
equipment. The Agency's interest in the station was acquired pursuant to the terms of a joint owner-
ship agreement (the "fount Ownership Agreement"), dated January 2, 1979, with Dallas Power &
Light Company ("DPW), Texas Electric Senice Company ("TESCO"), Texas Power & Light
Company ("TP&L"), (collectively called the "Companies"), an3 Texas Utilities Generating Company
('TUGCO"), Subsequently, Brazos and Tex-La Electric Cooperative of Texas, Inc. ("Tex-La") became
joint owners in the project. Currcnt estimates project commercial operation dates for Unit One and
Unit Two, in 1984 and 1985, respectively. (See "71+e Projects, Comanche Peak").
Upon completion of Gibbons Creek and Comanche Peak, the combined generating capability of
the Agency's and the Cities units will be 1,449 h1w, of which 03.3% will be natural gas and/or
fuel oil-fired, 26.97o will be lignite-fueled and 9.87c will be nuclear-fueled.
The Cities have approved, as "System Development and Reliability Expenditures", transmission
facilities which, in conjunction with a certain transmission agreement (the "Transmission Agreement")
wish the Companies, and an interconnection agreement (the "Interconnection Agreement") with
Houston Lighting & Power Company ("HLhP"), will be f,,dequate to provide for delivery of Agency
power to the Cities and to allow the coordination of the generation facilities of fire Agency and the
Cities. (See Appendix A - Engineers Report). These System Development and Reliability Expendi-
tures together with Gibbons Creek and Comanche Peak sre hereinafter referred to as "Approved
Projects."
Poteer Safes Contract
The Contract obligates the Agency to use reasonable diligence to provide a constant and uninter-
rupted supply of power and energy to the Cities and, subject to certain eteeptions, obligates the
'i Cities to purchase from the Agency, if available, all of the Citie.v' power and energy requirements in
excess of the amounts generated by the Cities' existing municipal systems. (See "Summary of Certain
Provisions of the Power Sales Contract, Sale of Power and Energy"). Under the Contract, each City
covenants that it wil? establish, maintain and collect rates and charges for the electric service of its
electric system at least sufficient, together with other revenues and available reserves of its ei-ctric
system, to pay to th. Agency, when due, all amounts required of such City under the Contract. If
money on depositva the Bond Fund is less than the amount required to be on deposit therein,
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without giving consideration to transfers made from other than the Revenue Fund or from Bond
proceeds, the Contract unconditionally obligates each City to pay directly to the respective custodians
of the Bond Fund, the Reserve Fund and the Contingency Fund its Percentage Share of the amount
necessary to replenish such Funds, provided that transfers may be made from the Reserve Fund to
the Bond Fund for not more than two consecutive calendar months without replenishment. (See
"Security for the Bonds, Contract Obligations of Cities and Agency"). All amounts payable by the
Cities under the Contract are payable solely from the revenues of their respective electric systems
and constitute. operating expenses thereof. Such amounts not payable from taxes or any other
revenues of the Cities.
Use of Proceeds and Refinancing, Plan
The Series 1983 Bonds are being issued to provide sufficient funds to (i) refund $83,250,000
principal amount of 141/4% Series 1982 Revenue Bonds due September 1, W. and $185,665,000
principal amount of HIM Scries 1982 Revenue Bonds due September 1, 2012 (collectively, the
'Refunded Bonds') ind (ii) pay the costs related to the issuance of the Series 1983 Bonds. The
Refunded Bonds will be redeemed on March 1, 1997 at 10001o of the aggregate principal amount
thereof.
To effect tho- refunding the Agency is entering into an Escrow Deposit Agreement (the "Escrow
Agreement") with BaneTexas Dallas N.A., as escrow trustee (the "Escrow Agent"). Pursuant
to the terms of the Escrow Agreement, the Agency will deposit a portion of the net proceeds of the
Series 1953 Fronds with the Escrow Agent. Such moneys will be applied on the date of delivery of
the Series 1983 Bonds to the purchase of direct obligations of the United States and any cash
remaining after such application will be held uninvested (all such uninvested cash and United States
Treasury obligations being herein collectively referred to as the 'Treasury Securities"). The Treasury
Securitie,j will mature at such times and in such amounts so that the maturing principal, together
with the interest income thereon, will be sufficient to pay the principal of and interest on the
Refunded Bonds to the redemption date and will be irrevocably pledged to the payment thereof.
By the deposit of the Treasury Securities with the Escrow Agent pursuant to the Escrow Agree-
ment, the Agency (in the opinion of Bond Counsel rendered in reliance upon the opirdon of
Ernst do Minney described under 'Verification of Arithmetical and Mathematical Computations"
herein) will have effected the defeasance of the, Refunded Bonds in accordance with the proceed-
ings which authorized their issuance. As a result of such defeasance, it is the opinion of Bond
Counsel that (f) the lien of the Refunded Bonds on the Net Revenues of the System, together with
all other obligations of the Agency to the holders of the Refunded Bonds under the proceedings pur-
ruant to which the Refunded Bonds were issued, will terminate, (if) the Refunded Bonds will no
forger b, Outstanding for purposes of the resolution which authorized their issuance, and (iii) the
Series 1983 Bonds will be on a parity with the Outstanding Bonds and any Additional Bonds issued
under the Resolution.
This Official Statement includes descriptions and summaries of events and developments, the
terms of the Series 1989 Bonds, the Contract, the Resolution, other documents and certain provi-
si xis of the Act. Such descriptions and summaries do not purport to be complete and all such descrip-
t1cros, summaries and references thereto are qualified in their entirety by reference to this Official
Statement in its entirety And to each such document, copies of which may be obtahred hom the
Ageapy or from First Southwest Company, Financial Advisor to the Agency. A glossary of certain of
the words and terms defined in this Official Statement appears as Exhibit H to this Cfffcial
Statement.
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THE AGENCY
Powers under the Act
The Agency is a joint powers agency, without taxing power, created by the Cities, with all powers
conferred upon public entities by the Act and Chapter 10, Title 28, Vernon's Annotated Texas Civil
Statutes of l'22, as amended, except that the Agency is not authorized to engage in any utility business
other than the generation, transmission and sale or exchange of electric energy to the Cities and to
private entities which are joint owners with the Agency of an electric generating facility located
within the State of Texas. Certain spec fic powers are described below:
Bonds and Contrcets. In addition to the power to issue revenue bonds and to pledge the
Agency's Net Revenues" to the payment thereof, the Act authorizes the Agency and the Cities
to enter into contracts with respect to the sale and purchase of power and energy. The Contract
was executed pursuant to this authority.
Rates and Charges. The Agency is empowered to establish and collect rates and charges
necessary to produce revenues sufficient to pay all operational and maintenance expenses, debt
service requirements on obligations issued by it and other charges necessary to fulfill contractual
commitments. The Act provides that the State of Texar has retained the power to regulate and
control the rates, fees and charges for services provided by the Agency, provided that the State of
Texas , does hereby pledge to and agree with the purchasers and successive holders of the
obligations issued hereunder [under the Act] that the state will not limit or alter the powers
hereby vested in the agency to establish and collect such rates and charges as will produce
revenues sufficient to pay for (1) all necessary operational and maintenance expenses, (2) all
interest and principal on obligations issued by the agency, (3) all sinking funds and reserve fund
payments, and (4) for any other charges necessary to fulfill the terms of any a?rcements thereto-
fore made or in any way to impair the rights or remedies of the holders of the obligations, until
the obligations, together tviti the interest thereon, with interest on unpaid installments of
interest, and any other obligations of the agency in connection therewith, are fully met and
discharged." (See "Regulatory Bodies').
Condemnaticn. The Agency is granted the power of eminent doriain under the Act and under
Chapter 10 of Title 28. The Act prohibits the Agency from condemning land, or any interest
therein, for df.e Iurpose of drilling for, mining, or producing from said lands, minerals, including
lignite and tranium. This limitation does net impair the right of the Agency to condemn land for
plant sites, including cooling reservoirs and related surface installations and equipment, or for
transmission right-of-way
Other Barraging Powers. The Agency is authorized by the Act to issue bond anticipation
antes for the purposes for which Bonds may be issued. The Act also permits the issaance of
non-negotiable purchase money notes payable in installments (secured by the properties being
acquired) in order to acquire land or fuel resources.
Governmental Strucfure
The Agency is a municipal corporation, a political subdivision of the State of Texas and a body
politic and corporee, governed by a Board of Directors consisting of eight members who serve without
compensation. The governing body of each of the four Cities appoints two members to the Board.
Terms of members are two years, with the term of one member from each City expiring annually,
resulting in staggered terms. An affirmative vote of five Directors, plus a weighted majority vote based
on the respective energy usage of the Cities, is required for certain major decisions under the
provisions of the Agency's Rules and Regulations.
Management
On October 1, 1982, Ed L. Wagoner assumed the duties of Ceneral Manager of the Agency. fie
has more than 20 years of government experience including more than 11 years in city manager
positions within Texas. He came to the Agency from the City of Tyler where he had served as City
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Manager for more than 5 years. Previously he had served as City Manager of Greenville, General
Manager of the Huris-Galveston Coastal Subsidence District, and Assistant City Manager of Fort
Worth and Abilene, Wagoner is a graduate of Ausla College in Sherman, Texas and has taken graduate
courses at Texas Tech University.
Frank 11. Bass Jr, is Director of Legal Services. His activities include contract administration,
property management, risk management, rates, purchasing, and coordination with other counsel
in other legal activities of the Agency. Mr. Bass has over 21 years experience in the utility industry,
having held a number of administrative and legal positions. He received his Juris Doctor from Mercer
University and is admitted to the State Bar of Texas and the Florida Bar.
William P. Freeman is Director of Financial Services, responsible for financial planning, computer
services, accounting, cash management and Agency financing. He has eight years experience in public
utility accounting, serving as an accountant for a large electric utility, as a Chief Accountant for the
Public Utility Commission of Texas, and as a Consultant to utilities for a major accounting firm. Ile is
a Certified Public Accountant and Lolds a BBA degree in Accounting from North Texas State Univer-
sity in Denton.
Robert B. McKnight is Manager of Projects. He has 31 years of experience in the electric utility
industry and in constnuction of both nuclear and fossil fueled generating facilities. He holds a BS
degree in Architectural Engineering from the University of Florida. fie is responsible for construction
activities and contractor coordination for the Gibbons Creek plant.
Don Cullum, Manager of Power Production, joined the Agency in August, 19$2, with 26 years
experience in the operation of lignite and oil-fired power plants. His most recent position was with
Coal-Creek Station Cooperative Power Association, Underwood, North Dakota, which consisted of
two 550 MW lignite-fired units. He has been involved in four plant start-up operations, three lignite-
fired and one oil-Bred. Previous employment includes assignments with Bechtel Power Corporation,
Guam Power Authority and the Tennessee Valley Authority.
John Turlak, P.E., Power Projects Engineering Manager, is responsible for design engineering,
equipment procurement, and expediting of materials for the Gibbons Creek plant and mine facilities.
He has 13 year-, experience in the utility industry. fie holds a BS Degree in Mechanical Engineering
from Texas AAA University.
John C. Eakins, Manager of Systems, has over 16 years of experience in the electric utility
i-tdustry. fie bolds a BS Degree in Electrical Engineering from the University of Texas in Austin, His
responsibiliti!s include system engineering, transmission engineering design, and system operations,
As of January 1, 1993, the Agency had 290 furl time employees. Training of plant operations
and maintenance personnel is ongoing. Numerous classes for Operations personnel, ranging from three
weeks to 22 weeks, have been conducted under the supervision of the Agency's Training Department,
with 156 employees having completed the courses. Maintenance personnel have received specialized
training on various components of plant equipment and systems through vendor conducted training
courses. In July, 1982, the Board of Directors voted to relocate the Agency headquarters to the
Gibbomr Creek plant site. The move was predicated on economic factors. Savings are expected to
be generated by consolidating duplicate staff positions, eliminating lease payments on the Agency's
Arlington headquarters, and reducing travel cows by Agency staff to the Gibbons Creek site. By
January, 1983 all Agency personnel were permanently located at the Gibbons Creek site except for a
small group in Systems Operations who will remain in Arlington to serve the northern section of the
systern where the majority of the Agency's transmission facilities are located.
Firanofal Statements
The audited financial statements of the Agency for the fiscal years ended September 30, 1982 and
1(181, are included as a part of this Official Statement as Appendix C.
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DESCRIPTION OF THE SERIES 1983 BONDS
General
The Series 1993 Bonds are dated March 1, 1983, and bear interest therefrom payable seni-
annually on September 1 and March 1 of each year, commencing September 1, 1983, at the rates per
annum, corresponding to those principal arrounts maturing September 1 in each year, as set forth
on the cover page of this Official Statement.
The Series 198:.1 Bonds are issued a,. coupon Bonds in the denomination of $5,000 each,
registrable as to principal only at the office of BanPTEXAS Da?las N.A., Dallas, Texas, the Registrar.
Tide to Series 1983 Bonds not registered as to principal is transferable by delivery. Series 1983
Bonds registered as to principal may be transferred only on the books kept by the Registrar. Interest
coupons on all Series 1983 Bonds and tho principal of the Series 1983 Bonds, if payable to bearer,
shall be paid at the respective prircipa) offices of The Chase Manhattan Bank, N.A., New York,
New York, or at the option of the holder, at BancTEXAS Dallas N.A., Dallas, Texas. Principal of
Series 1983 Bonds which are registered to other than the bearer is payable only at the principal
offices of the Registrar.
For debt service oar the Series P383 Bonds and the Agency's total debt service requirements
on all Bonds, see "Debt Service Requirements°.
Optional Redemption
The Series 1983 Bonds maturing on and after September 1, 1993, are subject to redemption at
the option of the Agency on and after March 1, ,1993, as a whole on any date, or from time
to time :n part on any interest payment date, at the following redemption prices, plus accrued
interest to the date of redemption:
Bedemptiea Period Redemption
(Dates Inc L live) Prices
March 1, 1993, to February 28, 1994 1030/0
March 1, 1994, to February 28, 1995 . 102%
March 1, 1995, to February 29, 1998 102
March 1, 1996, to February 28, 1997 101%
March 1, 1997, to February 28, 1998 101
March 1, 1998, to February 28, 1999 100%
March 1, 1999, and thereafter 100
If less than all of the Series 1983 Bonds are to be redeemed, the Agency may sele:t the maturity
or maturities to be redeemed, and if less than all such Bonds of any maturity are to be redeemed, the
Bonds of such maturity to be redeemed are to be selected by lot by the Agency.
Mandatory Redemption of Term Bonds
The Series 1983 Bonds maturing on September 1, 2003, and September 1, 2012, are subject to
mandatory redemption in part by lot prior to maturity on and after September 1, 1997, and Septern-
ber 1, 2004, respectively, at 1007c, of the principal amount thereof plus accrued interest to the
date of redemption, from payments into the Bond Fund which are required to be made in amounts
sufficient to redeem on September 1 of each year the principal amount of such Bonds specified for
each of the years below:
2003 Maturity _ 2012 Maturity
Year Amount Year Amount
$ 90,000 2004 $16,090,000
1993
510,000 200.; 17,615,000
1994 .
1995 990.000 2008 19,290,000
1998 1,515,000 2007 21,130,000
1997 9,170,000 2008 23,135,000
1998 10,500,000 2009 25,325,000
1999 11,945,000 2010 27,750,000
2000 13,545,000 2011 30,370,000
2001 15,295,000 2012 (maturity) 33,98,000
2M 17,210,000
2003 (maturity) 14,700,000
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Giving effect to the mandatory redemption requirements, the average life of the Term Bonds due
September 1, 2003 and September 1, 2012 would be approximately 17.7 years and 281 years, respec-
tively, calculated from March 1, 1983.
In lieu of calling said Bonds for redemption, the Agency may deliver Series 1W Bonds of the
maturity required to be redeemed to the Paying Agent (prior to the date of publication of the notice
of redemption) in the principal amount up to the amount scheduled to be called for redemption
in any one year and the principal amount of said Bonds so delivered shall be credited against the
amount of said Bonds required to be called for redemption in that year.
SECURITY FOR THE BONDS
Pledge
The Bonds are payable from and equally secured by an irrevocable first lien on and pledge of the
Net Revenues of the Agency, the Revenue Fund (subject to payment of Operating and Maintenance
Expenses), and all other Funds (including investments therein) established by the Resolution. The
Resolution requires that upon the isseance of Bonds the Reserve Fund contain an amount equal to the
Average Annual Debt Service on all outstanding Bonds. (See "Summary of Certain Provisions of the
Resolution, Reserve Fund").
Rate CorenanA
The Agency covenants in the Resolution that it will at all times fix, establish and collect rates and
other charges for power and energy, or services, sold or furnished by or in connection with the System,
which, together with ether income, are reasonably expected to yield Net Revenues equal to at least
1.25 times the Debt Service on all outstanding Bonds for the fiscal year for which such rates and
charges shall apply. The Agency further covenants in the Resolution that, promptly upon any material
change in the circumstances which were contemplated at the time such rates and charges were most
recently reviewed, but not less frequently than once in each fiscal year, it will review the rates and
charges for electric power and energy and services and will as necessary revise such rates and charges
to comply with the foregoing requirement. The Agency further covenants that such rates, charges
and income shall in any event produce moneys sufficient to enable the Agency to comply with all of
its covenants under the Resolution and to pay all obligations of the Agency. To the extent not used,
surplus amounts on deposit in the Revenue Fund may be returned to the Cities. (See "The Agency,
Powers under the Act, Rates and Charges").
Each City covenants in the Contract to establish, maintain and collect rates and charges for the
electric service of its e]ectriL system which will produce revenues at ]east sufficient, together with other
revenues available to such electric system and available electric system reserves, to enable it to
pay to the Agency, wt. en due, all amounts payable by such City under the Contract. (See "Regulatory
Bodies, Public Utility Ccmmission").
Contract Obligations of C' ties and Agency
Energy Sales and Purchases. The Contract obligates the Agency to use reasonable diligence to
provide a constant and uninterrupted supply of power and energy to the Cities and, subject to certain
exceptions, obligates the Cities to purchase from the Agency, if available, all of their electric energy
requirements in excess of the amounts generated by the Cities' existing municipal systems. (See
"Summary of Certain Provisions of the Power Sales Contract, Sale of Power and Energy"). The
Contract requires the Agency to prepare annual budgets, projecting its Annual System Costs for the
succeeding year, including debt service requirements on the Bonds, and to submit the saune to the
Cities. Based upon these budgetary facts and estimates, the Agency will adopt and fix the rates and
charges for electric energy and services to be paid by the Cities for the ensuing year. The Cities are
obligated to make such payments on a monthly basis.
Contractual Guarantee. The Contract provides that if at any time the amount of money on deposit
in the Bond Fund is less than the amount then required to be on deposit therein without giving
consideration to transfers made from other than the Revenue Fund or from Bond proceeds, each
City is unconditionally obligated to make a payment, the aggregate of which shall be the amount
necessary to maintain the Bond Fund, Reserve Fund and Contingency Fund in the required amounts,
provided that transfers may be made from the Reserve Fund to the Bond Fund for not more than
two consecutive calendar months without replenishment. Each City's portion of any such payment (the
"Percentage Share") shall be adjusted annually based on the percentage that each City's system
load bears to the aggregate system load of the four Citiep, subject to the qualifications and as explained
under "Summary of Certain Provisions of the Power Sales Contract, Payments by Cities." As an
example, based on the latest forecasted requirements of the Cities for fiscal 1983, when commercial
operation of the Agency's first generating unit is scheduled, the following Percentage Shares would
be applicable during the next fiscal year, 1984:
City of Bryan 21.72%
City of Denton 19.87
City of Garland 48.41 J
City of Creenville 10.00
Total 100.00%
Each City unconditionally covenants in the Contract that its Percentage Sbare of the payments to the
Bond Fund, Reserve Fund and Contingency Fund will be made, if required, and no City shall have
the right of set-off, recoupment or counterclaim against any such payments. In the opinion of Bond
Counsel, the unconditional obligation of the Cities under the Contract to make payments directly
to the custodian of the Bond Fund, in the event of deficiencies therein, constitutes an irrevocable
and binding contractual guarantee made and executed for the benefit of the holders of the Bonds as
third party beneficiaries thereof.
Source of Payment. All amounts payable by the Cities under the Contract, including any amounts
payab:e pursuant to the contractual guarantee described above, are payable solely from the revenues
of the Cities' respective electric systems and constitute operating expenses thereof, and are not payable
from taxes or any other revenues of the Cities.
APPLICATION OF SERIES 1983 BOND PROCEEDS
The Agency estimates that the proceeds of the Series 1983 Bond.e will be applied as follows:
Deposit into Escrow Account to purchase Treasury Securities $371,459,100
Allowarce for costs of issuance and Bond discount 8,509,900
Principal Amount of Series 1983 Bonds $379,980,000
The Agency estimates that the aggregate debt service on the Series 1983 Bonds over their life will
be approximately $38,012,000 less than the aggregate debt service on the Refunded Bonds over the life
of such Refunded Bonds were they not refunded. The present value of such debt service savings
(computed at a present value discount rate of 9.828%) is approximately $20,113,000. The management
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of the Agency expects that the defeasance of the Refunded Bonds, due to the savings described above,
will enable the Agency to reduce the cost of power to the Cities.
8
The Agency does not presently contemplate the issuance of additional Bonds to complete
financing of its presently Approved Projects; however, the Agency has the rigbt to issue additional
Bonds should costs of Approved Projects exceed current estimates or for the purpose of financing the
costs of any additional projects approved by the Cities.
TIIE PROJECTS
Under the Contract, the Cities must approve any "Project" before the Agency is authorized to
proceed with the financing, construction, equipment procurement and development thereof. After
approval by the Cities, the Agency may proceed as it deems appropriate. Additionally, the Agency
may make "System Development and Reliability Expenditures" as an "Approved Project" for facilities
and purposes authorized by the Cities. Certain expenditures for "Development Proje•_ts", as defined
in the Contract, may be made by the Agency without the approval of the Cities.
Approved Projects
Gibbons Creek, Comanche Peak and certain System Development and Reliability Expenditures are
Approved Projects of the Agency under the Contract.
Gibbons Creek
Gibbons Creek includes a lignite-fueled steam electric station (the "Steam Electric Station"), an
adjacent surface mine and related facilities (the "Aline"), both located in Crimes County, Texas, and
associated transmission facilities. The Steam Electric Station is designed to provide gross generating
capability of 443 MW, of which 53 MW is dedicated to station and mine use, resulting in a net available
to the Cities of 390 MW. (See Appendix A - Engineer's Report).
Initial oil-fired testing of the turbine generator was begun September 30, 19S2, with initial lignite
Bring on November 4, 1952. Testing will continue at increased power levels for 4everal months.
The Board of Directors of the Agency is expected to designate, at its March 10, 1933 meeting, that
October 1, 1953 will be the commercial operation date for Gibbons Creek. Initial testing and inspec-
tions have revealed no major problems, and the unit is scheduled for no major outage until spring
of 1984. The Agency expects to fund the debt service relative to Gibbons Creek by rates for power
and energy charged to the Cities after March 1, 1984, in accordance with r.revious Agency plans.
The extended period of testing will allow the Agency to accumulate an excess evenue ressrve to be
used in fiscal year 1984 to offset partially the rates that would otherwise se required. The Agency
now estimates that the total construction cost of Gibbons Creek will be $553,978,000 which has been
fully funded. This represents a reduction of $7,153,000 from the amount shown in the Series 1982A
Official Statement.
Steam Elxtrie Station
The Steam Electric Station is designed to utilize lignite fuel having a heat content in the range
found in the mining area (see "The Mine"). 'fhc power plant, fuel handling systems, intake and dis-
charge structure, and switchyard are being designed by Tippett tx Gee, Inc., who has indicated that
&e des:V portion of the engineering services is essentially complete. The Gibbons Creek plant,
along with the reservoir, is situated on a site consisting of approximately 6600 acres. The general
contract for construction of the plant was awarded to Austin Power, Inc. in September, 1979, and
as of January 31, 1983, the Steam Electric Station was 99.4''?c completed. Work yet to be completed
is related to the air quality control system, soma roadwork and landscaping and equipment testing.
The primary source of water for plant requirements is a reservoir which has been constru:ted
immediately adjacent to the plant site. The source of make-up water for the reservoir will be nataral
runoff and precipitation, with standby reserves being provided by contract with Brazos River Authority.
The Agency has completed construction of the water line and pump station to utilize such reserves.
9
The cooling reservoir, dam and discharge canal were designed by Freese and Nicbols, Inc., hydraulic
consulting engineers.
In the course of its land acquisition program, the Agency has executed purchase money notes
secured by the properties acquired by the terms of which the purchase price is payable in Install-
ments. Failure to pay such notes when due gives rise to c right in the seller to foreclose on the land
which is the subject of the lien.
The Mine
The mining area consists of approximately 25,{)00 acres of land adjacent or accessible to the
Steam Electric Station (the "Mining Area"). In connrction with the Agency's land acquisition program
and mining plans, Paul Weir Company was retained to conduct initial studies pertaining to the
availability, quantity and mining of lignite. Subsequently, the Agency contracted with Morriscn-
Knudson Company ("M-K") of Boise, Idaho, and Inter with its wholly-owned subsidiary, Navasota
Mining Company, Inc. ("Navasota"), to operate the mine for the Agency. M-K, based upon the
prior information developed by Paul Weir Company, and upon supplemental drilling and testing,
refined and updated the lignite data and estimated substantial additional mineable lignite in the
Mining Area.
The Agency's lignite requirement for 30 years at an approximate plant factor of 75% Is esti-
mated to be 98 million tons. (See Appendix A- Engineer's Report).
.M-K's evaluation indicates that the Mining Area contains approximately 183 million tons of
recoverable lignite reserves from seams with less than 140 feet of overburden. Attorneys for the
Agency evaluated the Agency's lignite ownership within the Mining Area based upon the sum-
maries of title information provided by landmen or local abstract companies from the public land
records in Grimes County at the time of acquisition. Certain of such ownership is subject to con-
firmation by examination of actual abstracts of title pursuant to the Agency's abstract acquisition and
examination program, presently scheduled to be completed during 1933. This evaluation indicates
that, as of September 30, 1982, the Agency owned, by deed or lease, lignite with less than 140 feet
of overburden and in an amount which, according; to estimates of M-K, is in excess of 119 million
recoverable tons. The Agency also owns, by deed or lease, substantial interests in lignite in the
]Vining Area with 140 to 200 feet of overburden. In order to operate the Mine efficiently throughout
the expected 30 year life cf the plant, it will be necessary to acquire additional land or interests in
land, These additional interests will be identified and acquired by the Agency as mining progresses
beyond the first five year permit area. (See "Gibbons Creek Permits and Approvals").
As of September 30, 1982, the Agency had expended approximately $24,807,000 for lignite and
associated rights and costs, including both leases and outright purchases. Of this amoam,t approxi-
mately $4;33,000 was for advance royalty payments. The Agency, in the future, will be required to
make annual advance royalty payments in a generally decreasing amount on leases now in effect and
to pay any unpaid royalties at the time of mining. The advance royalty payments for fiscal year 1983
are presently projected to be approximately $844,000. This amount is subject to possible reductions
upon finalization of mining plans. The total price of lignite and associated surface acres purchased to
date is approximately $7,323,000 of which approximately 15% currently remains subject to purchase
money notes with various maturities up to twelve years and annual note payments of approximately
$129,750. The leases generally are for 30 or 35 year terms from various dates beginning In 1975 and
subject to extensions during mining operations thereon. All of the leases and purchase money notes
require annual payments and, if not made, the property or lease-rights could revert to the seller or
lessor. Additionally, of the estimated 119 million tons of lignite owned by the Agency, a total of
approximately 8.8 million tons is under tracts which are subject to liens securing debts of others. If
the debts for any of those tracts are not paid, the Agency's rights to the lignite on those tracts could
be lost.
10
i
I
The Agency has designated Navasota as Mine operator. In furtherance of the Agency's election
to require Navasota to furnish two draglines for the mine, the Agency sold its interest in two partially
completed and Bond-financed draglines for $50,935,909. (See Appendix A - Engineer's Report). Con-
currently, Navasota, along with others, completed two transactions in which Navasota sold the drag-
lines to others and then leased them pursuant to lease agreements with the owners. The Agency is
obligated to make variable payments for mining services, with a minimum obligation to pay an amount
not less than Navasota's "equipment fixed costs" (in general, its financing costs for the draglines). The
Agency's minimum obligation is unconditional for the initial and any renewal terms of the Navasota
leases. According to the various agreements, the Agency cannot itself operate these draglines during
specified periods. According to opinions of counsel, including Bond Counsel, and of accountants for the
Agency, delivered at the closing of such transactions, the Agency's payments (including the minimum
payment of "equipment fixed costs") under such agreements, will (with certain exceptions) constitute
expenses of operation and maintenance of the Agency.
The Agency has also exercised its option for Navasota to provide the Mine's conveyor system
under a similar arrangement in which the Agency sold its interest in the conveyor system to Navasota
for $10,773,000. While the Agency's operating costs will increase as a result of these transactions, the
Agency believes that the reduction in its capital requirements will result in an overall reduction in
costs attributable to the Mine.
The amount received by the Agency upon the sale of the draglines and the conveyor system
was deposited for use for general construction purposes, thus reducing its additional financing needs
for Approved Projects.
Contingency planning by the Agency for interruption of mining activities on account of unforeseen
circumstances, such as Acts of God, labor strife or non-performance under the mining contract calls
for the stockpiling of lignite supplies in the Plant area. The Agency presently believes that a 90-120
day stockpile will provide adequate protection for all reasonably foreseeable contingencies.
Trrom mdrsfon Fadllties
Black & Veatch has designed certain transmission facilities (the `Gibbons Creek Transmission
Facilities") necessary and associated with the Stearn Electric Station. The Agency estimates that the
construction cost of the Gibbons Creek Transmission Facilities will be approximately $48,858,000. The
Gibbons Creek Transmission Facilities include approximately 57 miles of 345 Alovolt ("kV") double
circuit line, approximately 22 miles of 138 kV line and six new substations or planned modifications
to existing substations. Construction of the lines is completed and the sub-stations are 99% completed,
as of September 30, 1982. All transmission facilities are designed based upon load flow and related
studies in order to properly integrate Gibbons Creek into the existing Electric Reliability Council of
Texas ('ERCOT") transmission network, with which the Agency will connect through the high
voltage transmission system (the "HV Transmission System') of the Companies. ERCOT is the
successor to the former Texas Interconnected System.
The Transmission Agreement requires the Companies to accept that portion of Gibbons Creek
power and energy that is not delivered by the Agency directly to one of the Cities Into the HV
Transmission System from Gibbons Creek Transmission Facilities and to deliver equivalent amaunts
of power and energy (less transmission losses) from the HV Transmission System at specified delivery
points near load centers of some of the Cities.
Pursuant to the Interconnection Agreement, Gibbons Creek, for reliability purposes, is inter-
connected with hvo 345 kV floes of HUd?. The HikP lines are interconnected with the HV Trans.
mission System.
11
Gibbow Creek Permits and Approvals
The Agency staff is responsible fur all activities related to acquisition of permits and approvals
for Gibbons Creek. All necessary permits for construction and operation of the Steam Electric Station
have been issued by the applicable regulatory authorities. In addition, the Agency has secured a permit
from the Texas Railroad Commission related to its proposed lignite mining activities for the first five
years of operation. Such permit is, by statute, issued for a term not longer than five years. The Agency
anticipates that permit renewals will be issued as needed in the future.
Comanche Peak
Comanche Peak includes a 6.2% undivided ownership interest in the Comanche Peak Steam
Electric Station, consisting of two net 1,150 DIW nuclear-fueled pressurized water reactor steam
electric units together with related switchyard, substation, railroad spur and reservoir (the "Comanche
Peak Station"), nuclear fuel and an interest in a certain associated transmission line. The interest in
the Comanche Peak Station was acquired by the Agency pursuant to the Joint Ownership Agreement,
(see "Summary of Certain Provisions of the Joint Ownership Agreement") and the Transmission
Agreement Brazos and Tex-La later acquired ownership interests therein and became parties to the
joint Ownership Agreement.
The current undivided ownership interests of the parties are as follows:
DP&L 18%010
TP&L 33%
TESCO 35%
Agency 6.2
Brazos 3.8
Tex-La. . _ 2%
Total 1000/0
Under the joint Ownership Agreement, the owners are obligated to pay their respective shares of
construction costs as billed by TUCCO, the company responsible for the con,&uction, development,
completion and operation of the Comanche Peak Station. Once the plant is operational, irrespective of
the quantity of power produced, the Agency is obligated to pay 6.2% of all operating and maintenance
,rosts, including fuel but excluding taxes, plus a management fee, subject to certain limitations, equal
to 596 of the Agency's share of such costs. Subject to certain operational exceptions, the Agency will
be entitled to receive 6.9% of the net power output that the plant is capable of producing at any
given time. Proceeds from the Series 1982A Bonds completed the financing of the Agency's share of
the presently estimated construction and fuel acquisition costs.
The Companies, whose respective systems are interconnected, and TUGCO are svbsidiaries of
Texas Utilities Company ('TU"), a Texas holding company. At its August meeting the TU Board
of Directors directed management to proceed with a proposed reorganization which would
involve the merger of DP&L, TP&L and TESCO into a new company named Texas Utilities
Electric Company. ML, TP&L and TESCO thereafter would operate as divisions of the new
ompany. Certain functions previously carried out by Texas Utilities Services, Inc. (`TUSI") and
TUGCO, including the construction and operation of the Comanche Peak Station would be
performers by a fourth division of the new Company. On September 8, 1982, a petition was filed
by TU with the Public Utility Commission of Texas (the "PUC") requesting the PUC to review
the proposed reorganization and determine that such reorganization is in the public interest. The
PUC found the plan to be in the public interest and issued an order appro,,ing the reorganization on
December 22, 1982. Other wholly-owned subsidiaries of TU will not be a party to the reorganization
and will retain tlteir assets. Additional information regarding the status of this proposed reorganization
will be forthcoming from Tr: as the various regulatory approvals, authorizations and consents ire
18
sought and obtained. The Companies are engaged in on-going construction programs, of which their
interests in the Comanche Peak Station are but one, consisting of various power generating
plant; within the State of Texas, for the purpose of developing a continuing and available supply of
power and energy for the TU system, which is presently engaged in power supply sales solely
within the State of Texas. Ilistwically, the Companies have obtained their capital from t com-
bina'ion of issuing preferred stock and corporate bonds, issuing and selling additional common stock
to TU, their corporate parent, obtaining short tern loans from TU and from internally generated
funds. No assurance can be given that these or other sources of capital will be available to the
Companies in amounts sufficient to pay- their respective shares of costs of construction of or
acgeisitions for the Comanche Peak Station. However, the Companies have advised the Agency
that they have no reason to believe that the supply of available capital will be inadequate to fully meet
such capital requirements. (See "Available Information Regarding the Companies").
The Agency has not been advised as to the source or availability of funding of the shares of costs
of Comanche Peak attributable to Brazos and Tex-La.
Under the Joint Ownership Agreement, TUCCO, as project manager, is required to act with due
diligence and in accordance with "Prudent Utility Practice" (as defined in the agreement), and to use
its best efforts to timely complete construction of, and to place into service, each unit of the Comanche
Peak Station. The Agency has no control over licensing, cost, design or construction activities, opera-
tions, fuel acquisition functions or decommissioning of the Comanche Peak Station except through its
membership on an Owners Committee established in the joint Ownership Agreement. In limited
areas the Owners Committee may advise and direct the project manager upon agreement by a
majority in interest of the representatives of owners on the Committee. T'UCCO, as project manager
and agent for the owners, in designing, constructing and operating the plant, is supported by Texas
Utilities Services, Inc. ("TUSI"), also a subsidiary of TU.
Comanche Peak Station
Construction of the station began n January, 1975, TUSI has advised that, as of January 31, 1983,
Unit One was 94% complete and Unit Two was 60% complete and the overall station was 81%
complete.
TUSI is responsible for construction schedules and cost estimates for Comanche Peak Station.
Commercial operation is currently estimated by TUSI as IF64 for Unit One and 1982 for Urit Two.
TUSPs January 31, 1933 estimate of construction costs for Comanche Peale Station is $2,628,87£,000,
which is $19,894,000 more than TUSI's 000er 15, 1982 estimate. This revised estimate resu:ts in a
$1,233,428 increase in the Agency's 6.2% paitcipation share. The Agency ha; estimated that it has
sufficient moneys in the Construction Fund to cover the increase. This constuction cost estimate is
exclusive of an Allowance for Funds Used During Construction, sales and ad valorem taxes and
nuclear fuel. A breakdown of the cost components of Comanche Peak is in Appendix A - Engineer's
Report, "Comanche Peak Project Estimated Construction Costs".
Steam for the Comanche Peak Station will b~ developed by two Westinghouse Electric Cor-
poration pressurized water nuclear reactors In early 1982, significant steam generator tube vibration
was experienced at a European nuclear plant using Westinghouse steam generators of the same
or essentially the sarne type as those installed at Comanche Peak Station. The cause and methods
for correcting the tube vibrations are under intensive investigation by Westinghouse, the Nuclear
Regulatory Commission (the "NRC"), TUCCO and others in the industry. At this time, Westinghouse
is continuing to evaluate field test data from thr. European unit. It has also developed scale model
air tests and full flow model tests on certain mockups of this type of steam generator. The studies
and information to date relating to the Comanche Peak units were reviewed by T113I top maiagement
officials and the Westinghouse team in February, 1983. A preliminary evaluati,n of the impact on the
Comanche Peak steam generators indicates that a relatively minor modification will adjress the
vibration problems in an acceptable manner. However, the proposed solution was presented in
13
preliminary form and needs to be followed by a thorough design re,,iew by the vendor, Westinghouse,
and then subsequently approved by TUSI and then f.nally presented for approval and concurrence by
the NRC. TUSI expects that this mill be accomplished within the next few months and should have
relatively little impact on the cost and schedule of the Comanche Peak units.
For the purpose of the. Engineer's Report, the Engineer assumed a July, 1934 commercial opera-
tion date for Unit One, and January, 1956 for Unit Two. The Agency can give no assurance that the
costs of Comanche Peak Station will not increase or that delays beyond the assumed dates for com-
mercial operation will n.)t be encounter;d in the future. (See "Fa:tors Affecting the Electric Utility
Industry").
The Consulting Engineer concluded that the estimated construction cost of Comanche Peak
appears reasonable taking into consideration the present status of completion of the Comanche
Peak Station. The Consulting Engineer further concludes that the cost of power farm Comanche
Peak continues to be economically attractive when compared to that which rbuld be anticipated
from City-owned units using natural gas (or oil), if available, at an average of cfency. (See Appendix
A-Engineer's Report).
Comanche Peak Regulatory Apyrooala
Applicable Federal law requires the issuance by the NRC of construction permits and operating
licenses for the Coma .che Peak Station. Necessary construction permits have been issued reflecting
the interests of all proper parties, including the Agency.
Operating licenses will not be issued for Comanche Peak Station under present NRC regulations
unless a proceeding dealing with safety and environmental issues and a proceeding dealing with
antitrust issues have been successfully concluded before the Atomic Safety and Licensing Board
(the "ASL3"). The antitrust proceeding has been successfully concluded.
In the proceeding dealing with the safety and environmental issues, Three intervening parties
(two of whom have withdrawn) contested 25 issues. Of these, 22 issues have been withdrawn by
the intervenors or disposed of in favor of the owners by the ASLB. One issue, financial qualifications,
was disposed of by the NRC in a generic rule-making proceeding.
The two remaining safety is ves pertain to emergency planning procedures and quality
assurance/quality control. The question of the adequacy of certain pipe supports in the containment
buildings in the event of dramatic rises in temperature duo to an accident is included in the quality
assurance/ quality control issue,
The ASLB is presently considering whether it will require additional evidence before making its
determination regarding the two remaining safety issues. Based upon t%at determination, the ASLB
va enter its order on these issues without further evidence or after further evidence.
Separate from the ASLB proceeding, the NRC staff made an independent review of the
p!ping and pipe support systems, wh!ah was completed on February 15, 1983. In TUCCO's
opinion, the report confirmed its position that the adequacy of finAl design of the piping and pipe
support systems is assured by the system of checks and balances that are in place with respect to the
systeme.
TU^CO has made filings in the case contending that all legal and regulatory prerequisites to
licer sing Comanche Peak Station have been met, and believes appropriate operating licenses will be
issued by the NRC. However, the Agency can give no assurance that such operating licenses will be
issued.
14
Systrrn Development and Reliability Expenditures
System Development and Reliability Expenditures include communication facilities, fuel explora-
tion costs and transmission facilities necessary to increase the reliability of the delivery of power and
energy. These facilities have been authorised by the Agency and the Cities. Some of the transmission
facilities have been completed and the others are presently under construction or will be during
fiscrd 1983.
In early 19S], it was determined that the electrical configuration of planned transmission lines
necessary to deliver Agency power to the City of Garland would cause overloading of the City's
transmission system under certain circumstances. The configuration of the transmission lines was
redesigned and one 138 kV line modified for 345 IN operation. Additionally, the Agency, through an
amendment to the Transmission Agreement, has acquired an undivided interest in a 345 kV transmis-
sion line presently under construction by the Companies in the Denton area with the right to also
use a portion of the right of way and towers for a planned Agency line. other cost revisions on trans-
mission facilities have been made as a result of design modifications, increase d capacity and reliability
modifications, better definition of transmission line routes, right of way costs and revised requirements
for dispatching.
In the opinion of the Consulting Engineer, the transmission facilities included in the Agency's
current cost estimates, which consist principally of 133 kV and 345 kV and a small amount of 69 kV
fa- ;lities, in conjunction with the Transmission and Interconnection Agreements, will be adequate to
provide for delivery of Agency power to the Cities and for operation of the Cities' resources in cen-
junction with those of the Agency on an economic dispatco basis.
IA>ad and Energy Requiremcrits and Resources
The Engineer's Report indicates that, without Gibbon, Creck and Comanche Peak, the 'ities face
growing combined deficiencies in electric generating capacity, starting in 1986, The following table
summarizes the aggregate peak and energy requirements projected by the Cities.
Fiscal PROJECTED AMRECATE PEAK AND ENERGY REQUIREMENTS
Year Energy
Ending PcA& Requirements-Mwh
9-30 Demand - AIw (000) _
1983 683 2,919
1984 717 3,044
1985 757 3,207
1936 792 3,359
1987 833 3,526
1988 864 3,653
1989 894 3,783
1990 926 3,g13
1991 959 4,048
1992 994 4,190
1993 1.029 4,337
Average Annual Growth Rate 4.1%n 4.001o
The Load forecasts are based on factors that are ccnsidered significant by the particular City
preparing the forecast The City of Garland has significantly lowered its Load forecast since the
Series 1982 Official Statement, bawd on a re-evaluation of actual customer usage over the last few
years. Wbik, still projecting growth in the number of customers served, Garland is using a lowered
per-customer usage factor to estimate future energy requirements. The other Cities forecasts also
reflect the national trend toward energy conservation and the resulting need for conservative forecasts
of future Load growth. (See AppendL% A - Engineer's Report, "Power Requirements and Resources").
15
The following table summarizes the resources planned to meet the Cities' requirements through
1993.
FORECASTED PEAR LOADS AND RESOURCES
(MAY}
Load
Resource
_ Requirements Resources Balance
Fiscal Cities Agency
Year Peak Trans. Total
Ending Require- mission 15% Require- Cities Gibbons Comanche Total
9-90 meats Losses Resenes inents Resources Creek Peak Resources
1983 689 21 103 813 917(1) 390 -44 1,307 494
1984 . 717 22 108 847 917 390 71 1,378 531
1985 . 757 23 114 894 917 390 71 1,378 484
1988 792 24 119 935 917 390 142 1,449 514
1987 833 25 125 983 917 3W 142 1,449 488
1988 864 26 130 1,020 917 390 142 1,449 429
1989 894 27 134 1,055 917 390 142 1,449 394
1990 926 28 139 1,093 917 390 142 1,449 356
1991 959 29 144 1,132 917 390 142 1,449 317
1992 994 30 149 11173 917 390 142 1,449 276
1993 1,029 31 154 1,214 917 390 142 1,449 235
(1) Reflects Bryan's planned retirement of Bryan Units 1 and 2.
The Cities are presently operating their generating units according to a system of economic dis-
patch through the Garland Energy Control Center on a limited basis due to the inadequate capacity
of certain transmission facilities. This economic dispatch arrangement has already benefited the
Cities by allowing savings in fuel costs for fiscal 1982 of approximately $2,500,000, which was
allocated among the Cities. In late 1983, when construction of the necessary transmission facilities
is completed, it is expected that the economic dispatch arrangement will result in a more efficient
utilization of the generating units of the Agency and of the Cities. As the Agency facilities become
commercially operable, they will be integrated into the economic dispatch operation through the
Garland Energy Control Center.
Due to higher costs of natural gas and fuel oil, the City-owned units would normally be operated
only after Comanche Peak and Gibbons Creek are utilized, or if one of these units is temporarily
inoperative or if sales of reserve capacity and/or energy are made to others. On an economic dispatch
basis the relative costs of fuel' is a primary factor in determining which units are to be operated and
at what levels. As an examlI . in 1986, the forecasted cost of fuel per million Btu is $8.8+3 for natural
gas; $3.10 for lignite; ani $0.94 for nuclear.
Under the Power Sales Contract, the Cities are ob!igeed to pay for all of the Agency's power
and energy resources and are entitled to call upon the Agency to deliver 100% of its net power and
energy to the Cities, subject to the obligation of the Agency to use its best efforts to dispose of
any available surplus over the amounts reque;.-ted by the Cities. The Act limits the Agency s authority
to sell power and energy by providing that the Agency can make sales only to participating cities
and to private entities which are joint owners of generating facilities located within the State of
Texas (see `The Agency, Powers Under the Act"). The Cities are not subject to any similar limita-
tions and are authorized by law to make sales to any public or private buyer, subject to ce.-tain
possible regulatory requirements under State law (see "Regulatory Bodies").
The Agency anticipates that outside sales of future power and energy surpluses wQ be made
through the Cities, especially since the fuel-cost disparity between the Agency Projects and the
gas-fired units of the Cities indicates that the excess capacity indicated in the "Load Resource Balance"
16
column of the preceding table will be in the city-owned generating units. Consistent with this
analysis, the Cities and Brazos, as members of the Texas Municipal Power Pool ("TNIPP"), jointly
entered into an agreem>nt with West Texas Utilities Company ("WTU") for the sale by TMPP to
WTU of specified amounts of electrical power and energy during the years 1965 and 1986. This
agreement, dated April 14, 1952, provides for the sale of up to 150 MW of capacit; to WTU by
TbfPP during calendar 1585, and, similarly, for the sale of up to 200 DfW during calendar 1986. All
payments by Ni'TU under this contract will be made to TNfFP with the Cities participating in their
allocable shares.
PROJECTIM OPERATING RESULTS AND COST OF POWER
Based upon the Assumptions and Considerations set forth in the Engineer's Report (prepared for
the Series 19S2A Bonds), the Consulting Engineer has projected Agency operating results and cost of
power to the Cities electric utility systems for fiscal years ending September 30, 1953 through 1993.
These projections do not refiet3 the Ioseer debt service requirements that result from the refunding
of the Refunded Bonds.
k Projected Agency Operating Penrlta
I Mal You F_ndlu8 September 30
(000)
1983 1854 I'M 1956 1987 1988 1989 _ 1990 1991 1992 1No
Oporatln8 Reveoato from Sides
9o Odes: $36,400 $10,3,034 $209,988 $242,879 $237,190 1265,BM 0273,668 1282,048 $29$158 $309,506 $313,8:5
Opratlnl DeducWu
rrodwden Erpe ww
!bid IS,841 49,703 44,934 50,696 55,657 61,393 67,489 71649 80,366 $7,714 95,091
operatlal and
Sfalatenance 8,930 10,611 20,5,45 44,543 44,778 48,301 28,520 30,621 3$990 35,404 4121
Fbod Costs -
M WAS Sen4cao, 3,400 01800 0,800 0,800 61800 6.800 6,So0 6,000 6,800 0.800 0,800
ToW Frodumon
Eapeww 28,180 00,326 7$.147 80.039 87,235 94,753 101,615 111,009 120.090 129,918 140,014
Noo-prodontlon
F.rpenrae
'lYmambdon,
opewtloa sad
ldalntsuwa 3,900 0,400 6,700 9300 9.700 10,.000 10,800 11,500 12,200 11,900 13.000
Ianaaan 2,000 4.408 5,218 5,492 5.772 6,100 6,455 6,859 7372 7,600 8,130
Admta6badve
and Cow"J 2,310 4,420 4,640 4,940 SAW 3,520 S'qw 6,3PA 4720 7.120 7,010
Nader
Dswmadalonlot 0 13 40 ISO 116 120 110 126 is$ 128 146
Told NOW
pwdwdm
Ex"m 8,120 17,051 18,584 19;738 20,818 14.106 23,301 14.805 26,318 17,841 20,470
Told Opwatio0
Drtoctlns 36,400 03,377 90,911 90,T,'7 108,053 118AW 125,016 135,874 148,414 157,700 170,090
N Revoaur 0 39,087 118,957 143,102 149,137 144,743 147,751 146,748 145,744 144,148 143,735
19m: latest Income 8,900 15,000 17,000 14,000 14,000 15,000 16,000 17,000 If,-A _ 19,000 20,000
Tow Avail"
for Debt
Srvta $,900 54,837 14907 IS7,101 IW37 183,143 263,759 161,748 163,744 103.748 10.1,733
Debt Sorrlom
abtum1bg
Hmdt 090 40,189 90,771 113,813 117,510 117,52.1 117,53n 117,S17 117,924 117.517 117417
Swim 1981A Honda 0 IA" 4,811 1,025 7,964 0.433 8,433 8,433 8.433 _ 8,433 8,433
ToW 090 4,4044 104,582 190,048 125,490 125,956 145,963 145.900 123.957 125,960 145950
Cover of Debt
Sla, , , 11.90 1.30 1.30 1.30 1.30 1.30 1.30 1.30 1.30 IA 1.30
DAM of
Remo" 8,110 12,013 31,2'!3 30.134 37,647 31,787 37,789 31.700 37,787 37,788 37.785
tom Rsnawds and
H+p1800msots 017 2,701 3,605 km Sim 5,491 0.435 6,037 7.490 0,114 9AW
Not Rormw
Ava1LNo for
other Rapaoss 7,593 IASI 17.810 31,004 31,378 32390 32,334 30.950 30,291 29,976 28.789
17
Projected Agency Goat of Power
Based on the projected operating results of the Agency, as indicated in the above table, the
estimated cost of power supplied by the Agency from Agency units, (which includes fuel and other
variable costs, fixed ope•_Hon and maintenance expenses, insurance, administrative and general
expenses, costs of using transmission faciht:es owaed by other utilities, debt sasvire and renewals and
replacements) is shown in the foliowing table.
Agemy Energy(i )
Cost sales Coat
Year ($000) 1%Wh Mab/kWh
1983 36,400 815 44.7
1984 115,441 2,144 53.8
1985(2) 200,017 2,273 88.0
19W 215,069 2,571 83.7
1987 225,186 2,669 84.4
1988 233,224 2,725 85.6
1989 241,372 2,774 87.0
1990 251,288 2,820 89.1
1991 261,202 2,889 91.0
1992 272,211 2,916 93.4
1993 244,249 2,962 96.0
(1) Assumes rebate by the Agency to the Cities of pre%ious yeafs surplus monies.
(2) First year in which substantial portion of estimated debt service requirements are to be met from
revenues of the Agency.
The actual unit costs ultimately paid by the cities will be determined by the application of the
rates and charges, established by the Agency in accordance with terms of the Power Sales Contract,
to the power actually delivered to each City and by a method of sharing cost savings provided for in
an economic dispatch arrangement.
The above estimated cost of energy from the Agency Projects reflects utilization of energy for
meeting the power and energy requirements of the Cities, at,d does not consider sales of surplus
power and energy to other utilities in the area. The Gibbons Creek Station is, over the period of
study, operated at annual plant factors in the range of y, to 60 percent. Any sales of surplus power
and energy available to the Cities from the Agency Project.q will reduce the cost to the Cities, assum-
ing sales at a mark-up over fuel costs, as a mint reun.
CITIES' EL.ECMIC SYSTEMS
The aggregate generating capacity of the municipal electric systems of the Cities is 927 MW,
which will be reduced *a 917 MW with the planned retirement of Bryan's units 1 and 2, in 1983. In
fiscal 1982 the Cities provided electric service to almost 92,000 customers. Revenues derived from
sales of electricity in fiscal 1982 were more than $176 million and systen. energy requirements were
almost 2.6 billion kW,.
Most of the gererating facilities of the Cities use natural gm as the primary fuel The Cities'
source of natural gas is from Lone Star Gas Company ("bone Star). On November 7, 1977, the Cities
entered Into gas purchase a&-eements, replacing prior agreemeuts, with Lone Star which expire on
December 31, 1964, alyd a gas transfer agreement between themselves anti lane Star which permits
the ClNes to transfer gas pumlutsed from Lane Star among themselves.
16
I
Under the Lone Star agreements, deliveries are sub;ect to curtailment and the price is subject to
escalation. For the month of January, 1983, the price to the Cities under the Lone Star agreements
was $4.19 per million Btu. The price of gas purchased by the Cities from Lone Star under the agree-
mentc may be limited by the price ceilings e;tabushed by the Natural Gas Policy Act of 1978.
1'he Lone Star agreements contain maximum and minimum limits on the amount of gas the Cities
may take from Lone Star, and involve a penalty if the Cities take less than the minimum amount.
Because the commercial operation dates for Gibbons Creek and Comanche Peak have been revised
since the 1977 projections, when the gas contract was negotiated, the Cities now estimate that more
gas may be needed during 1983 than they have scheduled under the contracts, or than may be avail.
able under the contracts. Preliminary discussions have begun among the Cities, Lone Star and others
regarding the availability of the additional gas as well as other alternatives.
The Omnibus Budget Reconciliation Act of 1981, enacted August 13, 1981 eliminated the prohibi-
tion previously imposed by the Federal Power Plat and Industrial Fuel Use Act of 1978 on the use
of natural gas as a primary fuel source for existing plants. Such Act, however, requires the filing of a
conservation plan with the Secretary of Energy for a rcduction of natural gas usage, which plan must
provide for a means to conserve electric energy not later than five years after the plans are approved
in an amount equal to 10% of the electric energy output of such utility attributable to natural gas
from the 1980-81 usage.
Each City has limited fuel oil storage facilities and certain generating units capable of using fuel
oil as a standby fuel. The aggregate capacity of fuel oil storage facilities available to the Cities is
approximately 430,000 barrels. The aggregate generating capability of units capable of using fuel oil
on a continuous basis is 324 hi W, with most of the remaining units capable of using fuel oil on a
limited basis.
Bryan
The City of Bryan is the county seat of Brazos County, 100 miles northwest of Houston. Accord-
ing to the 1980 census, Bryan's population was 44,337, an increase of 3101o from the 1970 census.
Located at the center of a seven county economic development district, Bryan has attracted more than
50 manufacturing firms to the community. The area is also a major market locally for ranching and
agi.culture with abundant water and hydrocarbon fuel deposits. Bryan's Rural Electric System serves
an area of approximately 700 square miles, situated in parts of three counties.
The Bryan-College Station Standard Metropolitan Statistical Area ("SMSA") population increase
from 1970 to 1980 was the sixth largest percentage increase of all SMSAs in the nation.
Mineral activity has increased during the last few years in the seven-county Brazos Valley area
around Bryan, including lignite, oil and gas production. Brazos County is on the eastern boundary of
the productive section of the Austin Chalk geological formation, known as the Giddings Field.
The Bryan electric system consists of two plants. One has six gas-fired steam turbine generating
units and one combustion turbine generator. The other is a gas-fired steam turbine generating unit
having a capability of 100 MW and was put into commercial operation in May, 1978. The two plants
give the City an aggregate capability of 240 MW; however two of the gas-fired units, with 10 MW
capacity, are scheduled to be retired in 1983, resulting in an aggregate capability of 230 MW.
The City of Bryon operates its municipal electric, water, and sewer systems as a single municipal
utility. The City of Bryan has $48,925,000 principal amount of utility revenue bonds outstanding.
Denton
The City of Denton is the county seat of Denton County, and is located within 35 miles of both
Dallas and Fort Worth. The 1980 population was 48,003, a growth of 21% from the 1970 census.
19
Denton is the home of both North Texas State University and Texas Woman's University with a
combined enrollment of approximately 26,000. Over 50 industrial finis provide diversity to the
Denton economy.
The Denton electric system has five diesel generating units and five gas-fired steam turbine units
with an aggregate capability of 168 MW
The City of Denton operates its electric system as a separate utility and has $22,255,000 principal
amount of electric revenue bonds outstanding.
Garland
The City of Garland is located in northeast Dallas County, approximately 14 miles from down-
town Dallas. The 1980 census population was 138.557, an Lhcrease of 71% over 1970. An annual payroll
of $115 million is contributed to the Garland economy by more than 300 diversified industrial firms.
The Garland electric system has two gas-fired steam generating plants with an aggregate
capability of 424 MW. Texas Power h Light Company has operated in Garlarid sinci. 1915, and
currently serves about 15% of the electric customers in the City.
The City of Garland operates its electric, water and sewer systems as a single municipal utility
and has outstanding $98,1°.,,000 principal amount of utility revenue bonds.
Greenville
The City of Greenville is located 45 miles northeast of Dallas and is the county seat of Hunt
County. The Greenville economy is based primarily on light manufacturing, agri-business, and ranch-
ing. The 1980 census population was 22,161, up only slightly from the 1970 census.
The Greenville electric system has three gas-fired steam turbine generating units and eight
gas-fueled diesel electric generators for use during periods of peak demand. The aggregate capability
of the Greenville system is 95 MW.
The City of Greenville operates its electric, water and sewer systems as a single municipal
utility and has $4,940,000 principal amount of utility revenue bonds outstanding.
20
Historical City Electric Utility Operating Statistics
1978 1979 1960 1951 1982
City of Bryan
Average Number of Customers
Residential 14,073 14,281 14,942 15,£85 17,476
Commercial & Industrial 1,948 1,965 2,038 2,133 2,200
Other 178 183 179 184 186
Total Customers 16,199 18,429 17,159 18,302 19,862
Kilowatt-Hour Sales (000)
Residential 151,074 136,439 157,314 163,677 192,219
Commercial & industrial 146,735 143,163 148,894 162,018 185;974
Other(l)(2) 177.056 133,186 149,506 144,251 182,183
Total Sales 474,865 412,788 455,734 969,946 W,276
Revenue Pe: kWh of sales (mills) 39.9 38.8 47.6 55.1 65.5
City of Denton
Average Number of Customers
Residential 12,931 13,870 15,705 16,225 17,132
Commercial & Industrial 2,603 2,608 2,420 2,186 2,213
Other 310 312 134 145 220
Total Customers 15.844 16,790 18,459 18,556 19,565
Kilowatt-Hour Sales (000)
Residential 150,615 132,534 167,286 173,460 170,776
Commercial & Industrial 284,290 278,199 301,982 308,348 303,577
Other(2) 23,106 23,579 24,041 17,288 25,431
Total Sales 458,011 432,312 493,309 499,096 499,784
Revenue Per kWh of sales (Mills) 40.0 41.5 43.4 51.8 63.2
City of Garland
Average Number of Customers
Residential 31,970 33,772 35,829 37,234 39,521
Commercial & Industrial . 2,378 21580 2,727 3,098 3,137
Other 170 178 181 182 180
Total Customers 34,5I8 38,530 38,737 +3,514 42,838
Kilowatt-Hour Sales (000)
Residential 575,196 544,268 608,207 589,922 601,150
Commercial & Industrial 571,416 $61,114 567,281 554,470 608,416
Other(2) 65,644 59,725 68," 60,376 66,365
Total Saks 1,212,258 1,165,107 1,242,324 1,£04,768 1,275,931
Revenue Per kWh of ales (mills) 32.0 35.0 37.8 45.8 59.5
City of Greenville
Average Number of Customers
Residential 7,861 7,970 7,994 8,1',7 8,241
Commercial & Industrial 1,049 1,018 1,200 1AJ 1,201
Othv 59 65 _ 63 70 71
TOW Customers 8,%9 9,053 9,257 9,450 9,513
.watt-How Sales (000)
Residential 18,777 76,951 85,845 77,867 81,917
Commercial & Industrial 131,304 132,779 127,162 141,177 150,841
Other(!) 7,020 7,198 6,939 7.010 3,328
Total Sake 217,101 21(1928 219,748 228,114 238,088
Revenue Per kWh of rasa (mills) 42.9 43.7 48.8 60.6 64.0
Total Average Number of Customers 75,530 78,802 83,412 80,822 91,778
TOW kilowatt-Hom Saks (000)(9) 2,362,233 2,227,135 2,411,113 2,399,924 2,572,077
(1) Includes sales of power to the City of College Station, which safes were discontinued in
January, 1979.
(Q) Does not include sales to the other Cities and Brazos.
81
J
HWoricaf City Utility Systems Operating Results
The following table shows historical operating results of the utility systems of the Cities. Amounts
due under the Contract are payable solely from electric system revenues as an operating expense
thereof. The information presented has been summarized from data contained in the financial reports
of the Cities' utility systems. Condensed utility systems balance sheets for each of the Cities are
included herein as Appendix B.
(Dollars in Thousands)
_ Bryan(a)
1978 1979 1980 1951 1982
Electric System:
Revenues:
Residential . 7,052 6,948 8,460 10,308 13,991
Commercial and Industrial 6,171 8,587 7,376 9,454 12,721
Other(b) 7,199 7,237 9,028 10,832 14,252
Total 20,422 20,772 24,882 30,194 40,981
E:penes Other than Depreciation:
Fuel 11,537. 13,261 15,420 19,585 28,401
Other 2,749 11605 2,967 3,882 4,073
Total I4~ 6 14,868 18,387 23,487 33,074
Net Operating Revenues 8,138 W6 8,475 8,727 7,890
Non-Operating Revenues (Net) . (c) 355 (c) (c) (c)
Total Electric System Net Revenues 6,136 8261 8,475 8,727 7,890
Water and Sewer Systems:
Reverue 3,131 2,777 2,791 2,f68 3,560,
Expenses Other than Depreciation 1,421 1,391 1,711 2,030 2,424
Total Water & Sewer Net Revenues 1,710 1,388 I,080 928 1,142
Other Revenues (Net) 513 552 710 1,124 967
Total Net Revenues(e) 8 59 6,199 8,265 8,779 9,999
Debt Service on Utility Revenue Bonds(f) 3,918 4,202 2,857(g) 4,424 4,979
(a) Operating Results are for the fiscal years ended. September 30th.
(b) For Bryan, includes sales of power to the City of College Station, which sales were discontinued {
in January, 1979.
(c) Included in Other Revenues (Net).
22
Bryan, Garland and Greenville each operates its electric, water, and sewer systems as a single municipal
utility, while Denton's electric system is operated as a separate utility. Information relating to water and sewer
` systems is presented for informational purposes only.
(Dollars in Thousands)
Denton(*) GaJand(a)
1978 1978 1880 1981 1982 1976 Greenville(a)
1979 1950 1981 1983 1978 1979 1980 198! 1982
0,575 6,046 7,800 8,327 11,209 22,281 21,131 25,028 30,802 33,189 3,859 4,122 4,372 5,341 5,495
10,979 11,061 12,629 15,983 18,526 16,591 18,535 28,148 35,505 37,713 5,349 5,223 5,661 8,155 9,615
1,089 1,121 1,518 1,075 2,299 5,911 51067 696 455 11,545 195 293 733 408 624
18,643 18,228 21,747 25,985 32,032 44,783 44,733 53,872 68,762 87,438 9,403 9,838 10,768 13,904 15,738
11,17) 11,090 14,383 18,054 22,588 28,715 29,369 38,778 47,492 65,960 5 88 4, 6,644 9,110 1,87
2,414 2,614 2,620 3,971 3,559 5,889 6,761 6,704 8,281 9,043 1,665 2,2647 2,396 2,085 11,880
13, 93 13'764 !7,003 22,025 26,147 39,&)9 38,130 43,482 55,773 75,003 8,9 11 7,201 9,04v 21,195 13,757
5,050 4,524 4,744 3,960 5,888 10,179 8,EOJ 10,390 10,989 12,435 2,472 2,437 1,720 2,709 1,981
327 464 794 1,177 1,087 433 733 711 966 1,189 (c) (c) (c) (e) (el
5'387 4,988 5,538 5,137 6,973 10,317 9,
_ 338 11.101 11,95,% 13,624 2,472 2,937 1,728 2,709 1,981
(d) (d) (d) (d) (d) 11,275 11,£31 12,853 12,353 14,230 1,242 1,475 1,498 1,528 1,507
(d) (d) (d) (d) (d) 5,562 6,93 7,374 7,990 9052 - 609 853 768 918 980
5,713 4,988 5,478 4,363 5,118 633 822 730 810 587
~d) (d) (d)
(d) (d) 557 879 824 813 751 468 301 426 937 25
53b7 4,988 .5, 3,137 6,973 16,887 15,203 17,403 17,151 19,553 3,593 3; 80 E,882 4,256 3,193
737(h) 1,888 1,888 1,851 1,615 6,950 7,199 7,853 8,957 8,822 1,771 1,789 1,790 1,829 E,297
(d) Denton's water and sewer systems are operated separately from its electric system.
(e) Before depreciation, interest expense, tax equivalents and/or contributions to General fund.
(f) Maximum debt service scbeduled on outstanding bonds: Bryan $5,534,849 in 1984; Denton $2,183,823 in
1984; Garland $10,384,938 L. 1933; Greenville $2,791,126 in 1998.
(g) Excludes amounts included in the City's 1980 Refunding Bonds.
(6) Excludes amounts included in the City's 1978 Refunding Bonds.
23
DEBT SERVICE REQUIRE-NIENTS
(Dollars in Thousands)
_ Sories 1983 Bonds
Debt Service Tau]
Year Ending on Outstaod- Debt Service
SepteniberI ingBonds(1) Principal(9) Interest Total Requirements
1983 37,636(3) 0 17,698(3) 17,M(3) 55,334(3)
1984 78,072(3; 0 35,395(3) 35,395(3) 113,467(3)
1985 84,904(31 0 35,395(3) 35,395(3) 120,299(3)
1985 87,095 0 35,395 35,395 122,490
1987 87,114 0 35,395 35,395 122,509
1988 87,117 3,570 35,39ti 38,965 126,082
1989 87,123 3,805 35,163 38,968 :28,091
1990 . . . 87,126 4,070 34,897 38,967 126,093
1991 87,120 4,375 31,592 38,967 126,087
1992 87,126 4,715 34,253 38,808 126,094
1993 87,116 5,090 33,875 38,985 126,081
1994 . 87,105 5,510 33,454 38,964 126,069
1995
87,110 .5990 32,981 38,971 126,081
1996 87,103 6,515 32,452 38,967 126,070
1997 81,749 14,170 31,865 46,035 127,784
1998 81,761 15,00 30,544 46,044 127,805
1999 81,775 16,945 29,092 46,037 127,812
2000 81,791 18,545 27,497 48,042 127,833
2001 81,71(7 20,295 25,745 46,040 127,837
2002 81,812 22,210 23,827 48,037 12'7,849
2003 81,828 14,700 21,722 36,422 118,2.50
2004 81,(32 16,090 20,326 36,416 118,248
2005 81,fM 17,815 18,797 36,412 118,270
2006 81,878 19,250 17,124 36,414 118,292
2007 . 81,`;91 21,130 15,291 36,421 118,319.
2008 81912 23, 1.35 13,284 36,419 118,331
2009 81,937 25,325 11,086 38,411 118,248
2010 81,970 27,740 8,630 36,420 115:390
2011 . 8J,993 30,370 6,045 36,415 1MOM
2012 57,861 33,260 3,160 36,420 94,281
(1) Net of Refunded Bonds.
(2) Serial maturities and mandeory redemption requirements for Term Bonds due W..13 and 2012.
(3) Principal payments of $690,(X)0, $4,215,000 and $11,270,000 are due in 1983, 1484 and 1985,
respectively. All interest on the Bonds, however, has been funded through March 31, 1984 and, for
ceriain portions of the Bonds relating to Comanche Peak, through August 31, 1985.
:14
SUMMARY OF CERTAIN PROVISIONS OF THE POWER SALES CONTRACT
Sole of Power and Energy
Except in the event a City exercises one of the options discussed below, the Contract requires
each City to purchase from the Agency all of the power and energy required for the operation of
its electric system in excess of the amount (i) supplied by any generation and transmission facilities
owned by it on October 7, 1976, (the date of the delivery of Series 1976 Bonds), including facilities
under construction on such date and improvements or extensions of generating facilities which in-
crease the rated capacity thereof, so long as the increase during any period of two successive fiscal
years of the Agency does not exceed 10 percent of the rated capacity of such generating facility
at the beginning of such pen*cd unless all of the Cities and the Agency waive such limitation and
(ii) sippUed from any generating facility constructed and owned by one or more of the Cities and
prima11y fueled from and the construction and operation of which is incidental to the disposal of
solid waste. The Cities are also free to purchase or exchange power and energy with e bers than
the Agency (A) on an emergency, maintenance or ;;tandby basis, (B) on the basis of economic dis-
patch between the Cities and Brazos or any one or more of such entities, or (C) under the existing
pooling agreement between the Cities and Brazos and future pooling agreements among them and
others, or any combination thereof, and the Agency. The Contract also requires the Agency to per-
form certain other services for the Cities. These inclvde comprehensive planning, and undertaking
or coordinating design and economic dispatch.
The Agency is requirea to devote its best efforts to the acquisition of power and energy required
to meet the requirements under the Contract. If it is unable to meet such rt"juirements, it shall
allocate its available power and energy among the Cities on a pro rata basis, unless a governmental
agency requires a different all.wation, and other power purchasers as may be provided by contract,
and the Cities shall be permitted during said inzbility of the Agency to purchase only such amounts
of power and energy as are not supplied by the Agency. The Contract will remain in effect for a
period of thirty-five years from September 1, 1976 or until all Bonds and certain other indebtedness
permitted by the Resolution are paid, whichever occurs later.
Purposes For Which Fonda May Be Issued; Approvals Required
Bonds may be issued in connection with Projects, Development Projects and System Develop-
ment and Reliability Expenditures. No approval of the Cities is required for the issuance of Bonds
for a Development Project. Prior to the issuance of the initial series of Bonds to finance a Project
(other than Gibbons Creek which, by tbo terms of the Contract, is approved) or to finance System
Development and Hebability Expenditures, the Agency is required to submit a written notice to
each City containing a general description of the Project proposed, the projected sources and uses
of funds in connection therewith and a statement of the Agency's opinion that such proposed Project
is necessary for the Agency to meet its commitments under the Contract and is economically feasible.
Each City is required thereafter to notify the Agency within 60 days of its approval or disapproval,
and failure to notify the Agency within such period is deemed to constitute approval. If all of the
Cities indicate their approval, or are deemed to have approved, the Agency may issue Bonds therefor
without the nec=ssity of any further approvals by the Cities. If one or more Cities disapprove and
elect Option 'Iwo, hereinafter discussed, the Cities which approved may notify the Agency of their
desire to commence the Project and if the Agency determines that the Project is still feasible, it
may Issue Bonds therefor. If any disapproving City elects Option One, then no additional Bonds,
which are payab'e from the net revenues of the System, may be issued for such proposed Project
or any future proposed Project.
Election of Options Upon Duapproaal
Any City disapproving a proposed Project is required to elect one of two options set forth in
the Contract. The effective date of the option elected shall be the first day of the fiscal year of the
Agency which is more than 90 days after the date the City disapproves a Project.
25
Option One. If any disapp:o,,ing City ehcts the first option ("Option One"), all Cities shall
thereafter be entitled to schedule and receilm. the same proportion of the available power and
energy from the System as their respective NO Energy for Load bears to the total Net Energy
for Load of all Cities for the corresponding month of the completed fiscal year of the Agency next
preceding the effective date of said Option and shall be obligated to pay to the Agenc.,, the same
percentage of the Annual System Costs.
Option Two. If any disapproving City elects the second option ("Option Two") and no disap-
proving City elects Option One, the disapproving City shall take or pay for an amount (not a
percentage) of power and energy equal to the amount of power and er.ergy purchased by such
City from the Agency during the corresponding month of the 12 consecutive month period pre-
ceding the calendar month of the effecrve date cf the exercise of said Option or such other
amount as may from time to time be agreed upon by such City, the Agency and the other Cities
at the i attj and charges established under the Contract.
The amount due from each City after any City elects Option One and the amount due from any
City which elects Option Two shall be du.s and payable irrespective of whether any power and
energy is delivered or made available for delivery.
Rates and Charges
The Contract provides that the rates and charges for power, energy and services shall be (1)
nondiscriminatory, (2) fair and reasonable and be based on the cost of providing the power, energy
and services with respect to which the rates or charges are based and (3) adequate (after taking into
consideration other moneys received or anticipated to be received) to pay or make provision for paying
Annual System Costs.
Payments by Cities
Except in the event of the exercise by a City of Option One, in which case each City is obligated
to pay its share of Annual System Costs as explained above, the Cities are obligated to pay for power,
energy and services pursuant to rates and charges established therefor by the Agency.
In addition, each City has covenanted that whenever the ar-uunt of money on deposit in the Bond
Fund is less than the full amount required to be on deposit therein, without giving consideration to
transfers made from other than the Revenue Fund or from Bond proceeds (provided that transfers
may be made from the Reserve Fund to the Bond Fund for not more than two consecutive months)
it will pay directly to the custodian of the appropriate fund its Perwatage Share of that amount which
will be sufficient to establish or reestablish the amount required under the terms of the Resolution
to be on deposit in the Bond Fund, the Reserve Fund and the Contingency Fund. The obligation
of the Cities to make such payments is absolute and unconditional and does not depend upon
whether the Agency is in compliance with the provisions of the Contract or whether power and
energy are available to the Cities from the Agency. The Contract recognizes that the holders of Bonds
shall be third party beneficiaries to such covenant. Each City's portion of such payments, if required,
shall be determined, except as described below, on the basis that each City's Net Energy for Load
for the preceding fiscal year of the Agency bore to the total aggregate Net Energy for Load of all
Cities for such fiscal year of the Agency, and the sum of adjusted percentages shall equal 100.
If any City should disapprove a fuhire Project and elect Option One, such percentages shall be
feed for each City at the percentage its Net Energy for Load bore to the Net Energy for Load of
all Cities for the fiscal year of the Agency next preceding the effective date of said Option. If any
City disapproves a Project and elects Option Two, the amount of its Net Energy for Load for the
purpose of annual adjustments of the, percentages shall be fixed at its Net Energy for Load in the
fiscal year of the Agency next preceding the effective date of said Option.
In any instance, except that oca stoned by the failure of a City or other power purchaser to pay
for power and energy, in which the funds of thpe Agency are insufficient to pay Operating and
11
I
Maintenance Expenses or other expenses (other than amounts required to be paid into the Bond
Fund, Reserve Fund and Contingency Fund as described above) payments shall be made to the
Agency by the Cities in the Percentage Shares determined as set forth above. In the event that the
Agency is held to be in default under the provisions of the Resolution by reason of the inadequacy
of payments required to be made by the Cities under the Contract, the Cities shall cure the default
by making payments in tie Percentage Shares determined as set forth above. Under certain circum-
stances a new power purchaser or a new member of the Agency (see "Re-creation of Agency") may
assume primary liability for making certain payments to the Agency, including the obligation to
make payment; to the Custodian of the Bond Fund referred to above, but such assumption shall
not discharge the liability of the Cities and the Cities shall remain secondarily liable to make such
payments.
The covenant of the Cities to make payments directly into the Bond Fund, Reserve Fund and
Contingency Fund applies to all Bonds issued in order to fully provide funds for (i) Projects approved
under the Contract, including the design, construction and placing of such Project in commercial
operation o, to meet any requirement of law, including those of a regulatory agency having jurisdic-
tion, or to pay judgments or casualty losses not covered by insurance, or to meet a safety or overriding
public necessity, and (ii) certain other purposes. The Agency has covenanted in the Resolution that
it will not issue any additional Bonds under the Resolution unless the Agency has obtained an
opiiion from band counsel, selecte i by it, that the additional Bonds are payable from the same
sources and are secured in the same manner as the outstanding Bonds and that the obligation of the
Cities to make payments directly into the Bond Fund, Reserve Fund and Contingency Fund as
described above is equally applicable to the additional Bonds.
The Contract provides that all payments by a City inder the Contract, including any payments
required to be made to the Custodian of the Bond Fund, shall constitute an operating expense of its
electric system payable solely from the revenues and receipts of such electric system.
Re-creation of Agency
Under the Act, the Cities are given the authority to recreate the Agency by the addition or
deletion, either or both, of a public entity as defined in the Act, so long as there is no impairment
of obligation of any existing obligations of the Agency.
Unless certain procedures are followed, each City covenants and agrees that it will not join with
any of the other Cities to recreate the Agency so as to telete a City but the obligation to make
payments directly into the Bond Fund, Reserve Fund and Contingency Fund referred to above shall
remain unaffected until the Bonds theretofore and thereafter issued for completion of Projects have
been paid and retired. After the Agency receives notice of the intent of a City to withdraw, no Bonds
payable from the net revenues of the system shall be issued for a new Project.
Unless certain procedures are followed, each City covenants not to join with any other entity to
recreate the Agency by the addition of an entity unless the entity being added expressly either (i)
assumes the primary liability for a pro rata share of the Bonds and subordinated indebtedness of the
Agency then outstanding (which shall not discharge the liability of those who were obligated when
such debts were incurred, who remain secondarily liable) as well as the obligation to make payments,
directly to the Bond Fund, Reserve Fund and Contingency Fund referred to above, and assumes
thereafter to pay its share of the remainder of the Annual System Costs, or (ii) agrees that it will be
obligated only with respect to the payment of Annual System Costs for projects which are approved
after the re-creation of the Agency, but in no event shall the Cities be relieved of the obligation,
referred to above, to pay the amounts required to be paid into the Bond Fund, Reserve Fund and
Contingency Fund with respect to all Bonds theretofore or thereafter issued without regard to such
new entity. The Agency and the Cities must approve which of these two choices is made by the
new entity.
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Rate Covenant of Cities
Each City covenants to establish, maintain and collect rates and charges for the electric service
of its electric system which shall produce revenues at least sufficient, together with other revenue
available to such electric system and available electric system reserves, to enable it to pay to the
Agency, when due, all amounts payable by such City under the Contract.
Sale of Electric Distribution System by Cities; Assignment of Rights
Under the Contract and the Resolution, no sale or other disposition by a City of its electric
utility distribution system as a whole or substantially as a whole may become effective during the
term of the Contract. A City may assign its rights under the Contract but such assignment shall not
relieve such City of its obligations under the Contract during the time any Bonds are outstanding.
Amendments
The Contract may by its terms be amended by the Agency with the consent of all the Cities
except that the covenant to make payments directly into the Bond Fund, the Reserve Fund and
the Contingency Fund, the provision relating to recreation of the Agency and certain other pro
visions may not be amended.
SUMMARY OF CER'rAiN PROVISIONS
OF THE RESOLUTION
Pledge of Revenues and Funds; Application of Revenues
The payment of the principal of, premium, if any, and interest on the Bonds is secured by an
irrevocable first lien on and pledge of (i) the Net Revenues and (u) all funds, including investments
thereof, confirmed by the Resolution, other than the Revenue Fund, and the Revenue Fund subject
to the payment of Operating and Maintenance Expenses. The Resolution confinns the following
funds for the application of the revenues of the Agency:
Funds Held By
Revenue Fund A Depository
Bond Fund Custodian of the Bond Fund
Reserve Fund Custodian of the Reserve Fund
Contingency Fund A Depository
Construction Fund A Depository
InterFirst Bank Dallas, N.A., Dallas, Texas, has been appointed Custodian of the Bond Fund and
the Reserve Fund. The Chase Manhattan Bank N.A., New York, New York and BancTEXAS Dallas
N.A., Dallas, Texas, have been appointed Paying Agents, and BancTEXAS Dallas N.A., Dallas, Texas,
has been appointed Registrar for the Series 1993 Bonds. Under the Resolution, the Agency may
change any Custodian for cause. There is no trustee appointed under the Resolution.
Revenue Fund
Pursuant to the Resolution, the Cross Revenues of the Agency shall be deposited as received
into the Revenue Fund. Amounts on deposit in the Revenue Fund shall be used in the following
order of priority:
(1) for the payment of Operating and Maintenance Expewes as they become due;
(S) for required deposits into the Bond Fund;
for deposits in the Reserve Fund to the extent required by the Resolution;
28
(4) for deposits into the Contingency Fund to the ectent required by the Resolution;
(5) to cure any deficiency in the Bond Fund, Reserve Fund or Contingency Fund, in that
order;
(6) for other lawful purposes, including:
(a) deposits into a Fuel Reserve Account, established as part of the Revenue Fund
for use in paying the cost of fuel acquisition or replacement or fuel working capital; and
(b) distribution to the Cities if the Board of Directors of the Agency determines that
amounts so to be distributed are not required for the foregoing purposes.
Bond Fund
Amounts in the Bond Fund shall be used for the payment of the principal of, premium, if any,
and interest on the Bonds as the same become due o are required to be called for redemption, and for
the purchase of Bonds for credit against mandatory redemption requirements. On or before the 25th
day of each month, the Board of Directors of the Agency shall cause to be transferred from the
Revenue Fund to the Bond Fund in equal monthly installments the amount determined by the Board
of Directors of the Agency to be necessary to provide for the payment of the principal of, premium,
if any, and interest on the outstanding Bonds as the same become due or are required to be called for
redemption. In the event the moneys in the Revenue Fund are not sufficient to permit the required
transfers to the Bond Fund, the amount of the deficiency shall be transferred to the Bond Fund
from other funds as provided in the Resolution.
Reserve Fund
The Agency shall maintain in the Reserve Fund an amount equal to the Average Annual Debt
Service of the outstanding Bonds calculated as of the date of, and gibing effect to, the last series of
Bonds delivered. In the event that the moneys in the Revenue Fund are not sufficient to make any
required transfer to the Bond Fund, an amount equal to the deficiency shall be transferred to the Bond
Fund from the Reserve Fund, unless such amount has been transferred to the Bond Fund from the
Contingency Fund. 'Any deficiency in the Reserve Fund resulting from transfers to the Bond Fund
shall be made up by not more than 38 equal monthly deposits into the Reserve Fund. Any moneys
in the Reserve Fund in excess of the amount required to be on deposit therein not required to be trans-
ferred to the Bond Fund to make up any deficiency therein may be transferred to the Revenue Fund.
Contingency Fund
The Agency shall deposit into the Contingency Fund not less than $2,004,000, or such greater
amount as may be determined by the Agency and the Cities, from the proceeds of Bonds or other
funds of the Agency available therefor, on or before the date of commercial operation of the initial
electric generating facility owned in whole or in part or operated by or on behalf of the Agency. (The
stun of $2,000,000 was deposited to the Contingency Fund from the proceeds of the Serita 1980
Bonds.) Any deficiency in the Contingency Fund shall be made up by not more than 36 equal monthly
transfers from the Revenue Fund, and any moneys in the Contingency Fund in excess of the amount
required shall be transferred to the lbnd Fund or Reserve Fund to make up any deficiencies therein,
and otherwise to the Revenue Fund. If funds are not otherwise available for such purposes, moneys
in the Contingency Fund may be used to pay the cost of (a) extraordinary renewals, replacements
and additions to and extensions of the System required for its continuing operation, and (b) extra-
ordinary operation and maintenance costs of the System. If the amount of money on hand in the
Bond Fund and the Reserve Fund is not sufficient to pay the principal of, premium, if any, or the
interest on the Bonds when due, amounts on hand in the Contingency Fund shall be transferred
to the Bond Fund to cure the deficiency.
29
1
Construction Fund
The Agency shall deposit into the Construction Fund such amounts as are required by the
Resolution to be applied to the payment of the cost of acquisition and construction of facilities
financed by th, issuance of Bonds. Upon the substantial completion of a Project, moneys in the
Construction Fund allocable to such Project shall be deposited in the Bond Fund or the Reserve
Fund to make up any deficiencies therein, and, in the absence of any such deficiencies, may be
deposited in the Bond Fund for use in retiring Bonds prior to maturity or used for the payment of
the cost of acquisition and construction of facilities financed by the issuance of Bonds, as the
Agency may direct.
Investment of Moneys in Funds
Moneys in the Bond Fund and the Reserve Fund shall be invested by the Custodian in Invest-
ment Securities upon instruction from the Agency. Moneys in the Revenue Fund, Contingency Fund
and Coustntetion Fund may be so invested by the Agency. The Agency will prudently select invest-
ments based on the recognition of when the moneys being so invested will be needed for the
purpose for which they were originally deposited. In computing the amount in any fund, obligat:ons
purchased shall be valued at the amortized cost thereof.
Additional Bonds
The Agency may issue additional Bonds in ore or more series as needed from time to time for the
lawful purposes of the Agency with respect to the System, including payment of the principal of,
premium, if any, and interest on any subordinated indebtedness issued for such purposes. All
additional Bonds shall be payable from the same source and secured in the same manner on a parity
with all other Bonds.
Additional Bonds may be issued only if the following conditions have been met:
(a) The Agency is not in default under the Resolution or in the payment of subordinated
indebtedness.
(b) The issuance of the additional Bonds is permitted under the laws of the State of Texas.
(c) The resolution authorizing the additional Bonds
(f) reaffirms the provisions of the Resolution with regard to deposits to be made into
the Bond Fund for the payment of Debt Service and specifies the amount of Bond proceeds,
if any, to be deposited in any fund established in the Resolution; and
(ii) provides for the deposit in the Reserve Fund of an amount such that the total
amount on deposit therein is not less than the Average Annual Debt Service on all out-
standing Bonds including the additional Bo: ds.
(d) The Agency has obtained a certificate from each City showing a forecast of operating
results of its electric system which demonstrates the ability of each City to meet the obligations,
Including payments to the Agency, payable from the revenues of its electric system for the period
of (i) ten ensuing fiscal years of each City or (ii) each ensuing fiscal year of each City until the
third fiscal year after the latest estimated completion date of any Project previously approved by
the Cities, whichever is later; and an independent engineer or engineering firm retained by the
Agency has reviewed such forecast and has executed a certificate to the effect that in his opinion
such forecast is reasonable and that the Agency will have the abiLty to meet its obligations during
each fiscal year of the forecast period.
(e) The Agency has obtained a report from an independent certified public accountant
indicating that the Net Revenues (1) for the fiscal year next preceding the date of the additional
30
Bonds or (fi) for 12 consecutive months out of the 18 months next preceding the date of the
additional Bonds, were equal to at least 1.25 times the Debt Service for such period, excluding any
Bond proceeds deposited in the Bond Fund for the payment of interest, except that such require-
ment is not applicable to additional Bonds issued for the purpose of completing the financing of
a Project for which Bonds have been issued.
(f) The Agency has obtained an opinion from bond counsel, selected by it, that the additional
Bonds are payable from the same sources and secured in the same manner as the then outstanding
Bonds and that the obligation of the Cities to make payments directly into the Bond Fund, Reserve
Fund and Contingency Fund under certain circumstances, as described in "Summary of Certain
Provisions of the Power Sales Contract - Payments by Cities", is equally applicable to the
additional Bonds.
(g) From and after one year from the date of commercial operation of an electric generating
facility, the proceeds of Bonds (other than accrued interest) may not be used for the purpose of
paying interest on any outstanding Bonds issued to provide funds for such facility.
Refunding Bonds
The Agency may issue Bonds to refund all or any part of its outstanding Bonds, provided that the
requirements for the issuance of additional Bonds shall be met, except that if the Debt Service for the
refunding Bonds will in each year be less than the Debt Service for the Bonds being refunded, the
requirements described in paragraphs (d) and (e) under "Additional Bonds" above shall not apply.
Subordinated Indebtedness
The Agency may issue evidence of indebtedness for any purposes set forth in the Act secured by
a pledge, subordinated in all respects to the pledge in favor of the Bonds, of Net Revenues as may
from time to time be available for the purpose of payment thereof after the payments required to be
made into the Bond Fund, the Reserve Fund, the Contingency Fund and any additional fund estab-
L'shed by the Resolution.
Incurrence of Other Indebtedness
The Resolution does not restrict the incurrence of other indebtedness by the Agency payable out
of any source other than the Net Reveaues and funds pledged for the payment of the Bonds.
Covenant as to Rates and Charges
The Agency will, at all times while any of the Bonds are outstanding, establish, fix, prescribe and
collect rates and charges for the sale or use of electric power and energy or services produced, trans-
mitted, distributed or furnished by the System which, tog( Cher with other income, are reasonably
expected to yield Net Revenues equal to at least 1.25 times the Debt Service of all outstanding Bonds
for the fiscal year for which such rates and charges shall apply, excluding Bond proceeds deposited
in the Bond Fund for the payment of interest in such fiscal year, and promptly upon any material
change in the circumstances which were contemplated at the time such rates and charges were most
recently reviewed, but not less frequently than once in each fiscal year, shall review the rates and
charges for electric power and energy and services and shall as necessary re•Ase such rates and charges
to comply with the foregoing requirement, provided that such rates, charges and income shall in any
event produce moneys sufficient to enable the Agency to comply with all its covenants under the
Resolution and to pay all obligations of the Agency, including any subordinated indebtedness.
Ce"n Other Covenants
Against Encurnbrances. Except in connection with the acquisition of real property or fuel
resources, the Agency will not create, and will use its best effort to prevent the creltion of, any
31
mortgage or lien on the System or any part thereof or any property needed for the proper operation
of the System or for the maintenance of the revenues therefrom. The Agency will not create, or permit
the creation of, any pledge, lien, charge, or encumbrance upon Net Revenues or funds pledged for
payment of the Bonds except as provided in or permitted by the Resolution.
Disposition of Properties. The Agency will not sell or otherwise dispose of any property needed
for the proper opcratia, of the System or for the maintenance of the revenues therefrom, with the
exception of fuel, whi,h may be sold by the Agency at a reasonable price if the Board of Directors
of the Agency determines that such sale is in the best interest of the Agency. The Agency will not
enter into any lease or agreement which impairs or impedes the operation of the System or which
impairs or impedes the rights of the Bondholders with respect to the Net Revenues.
Notwithstanding the foregoing, the Agency, with the prior written approval of the Cities, may
sell an ownership interest in a portion of the System to another party and in consideration therefor
acquire an ownership interest in property used in the generation or transmission of electric energy
or other "electric facilities" as defined in the Act, provided that the ownership interest so acquired
shall become a part of the System and sbal! be an Approved Project as that term is defined in the
Contract.
Maintenance of Revenues; Power Sales Contract. The Agency will at all times comply with all
terms, covenants and provisions, express and implied, of all contracts and agreements entered into by
it for electric power and energy furnished by or available to the System and all other contracts and
agreements affecting or involving the System or the business of the Agency with respect thereto. The
Agenf.y shall promptly collect all charges due for electric pov.er and energy and services supplied by
it as the same become due, and shall at all times maintain and promptly and vigorously enforce its
rights against any party who does not pay such charges when due. The Agency shall enforce the pro-
visions of the Contract and duly perform its covenants and agreements thereunder.
Insurance. Subject in each case to the condition that insurance is obtainable at reasonable rates
and upon reasonable terms and conditions, the Agency will procure and maintain, or cause to be pro-
cured and maintained, at all times while any Bonds are outstanding, insurance on the System in such
amounts and against such risks as are usually insurable in connectiou with similar systems and are
usually carried by electric utilities operating similar systems (such insurance to be adequate in
amount and as to the risks insured against, and to be maintained with responsible insurers) and
public liability and property damage insurance as is usually carried by municipal electric utilities
operating similar properties. The Agency may L-tablish and create a special fund to be held by a
depository for the purpose of providing a self insurance fund and the amount deposited in such fund
in any fiscal year shall be charged as an Operating and Maintenance Expense. To the extent amounts
may be held in such fund, the face amount of appropriate insurance policies may be reduced.
Books and Records. The Agr.ney covenants that proper books of record and account will be kept
in which full, true and correct entries will be mad,, of all income, expenses and transactions relating
to the System. On or before 120 days after the close of each fiscal year, a statement for the preceding
fiscal year showing the gross operating income and revenues, the operating and maintenance charges
and the net operating income of the System and a balance sheet of the Agency as of the end of such
fiscal year, all certified by an independent certified public accountant, will be made available at the
office of the Agency. The Agency further covenants that the System and all books, records, ac;ounts,
documents and voucaers relating to the construction, operation, maintenance, repair, improvement
and extension thereof, will at all times be open to inspection by the holders of Bonds and their
representatives.
Reconstruction of the System; Application of Insurance Proceeds. If any useful portion of the
System shall be damaged or destroyed, the Agency shall, as expeditiously as possible, continuously
and diligently prosecute or cause to be prosecuted the reconstruction or replacement thereof, unless
the Agency determines that such reconstruction or replacement is not in the interests of the Agency
32
and the Bondholders. The proceeds of any insurance paid on account of such damage or destruction,
other than business interruption loss insurance, shall be paid into the Construction Fund and made
available for, and to the extent necessary applied to, the cost of such reconstruction or replacement,
if any.
No Free Use of Facilities. None of the net electric power and energy owned, controlled or sup-
]died by the Agency or other services shall be furnished or supplied free. If the Agency sells fuel or
%rater developed or made available by or for the System, a reasonable charge therefor shall be made.
Arnendment of Contract. The Agency covenants that it will not perm:t any amendment to the
Contract or give any consent permitted or required by the Contract unless the Agency has obtained
an opinion of bond counsel, selected by it, to the effect that such amendment or consent wiil not
adversely affect the security of Bondholders by lessening the amount to be paid to the Agency there-
under or changing tb.~ source or nature of such payment (See also '"Summary of Certain Provisions
of the Power Sales Contract, Amendments".)
Amen2ment of Resolution
The Resolution :,nd the fights and obligations of the Agency and of the holders cf the Bonds
Laay be modified or amended at sny time with the «rirtan consent (i) of the holders of at Irast sixty
per cent in principal amount of outstanding Bonds, and (u) is case less than all series of outstanding
Bonds are affected by the modification or amendment, of tl.a },old-s of at east sixty per cent in pnn-
cipal amount of the outsbmding Bonds et eacl` series .,o c.tfecteu, p:ovic.-d, however, that if such
modification nr amendment will, by its ttmfs, not take effee so long as ary Bonds of any speciRed
series rcTrain outstanding, Cie consent of the holders of Bonds of smnl cries shall not be required
and Bonds of such series shall not be deemed to be outstanding for the r:urpose of any calculation of
outstanding Binds. No such modification or amendment shall (A) extend the maturity of any Bond,
or reduce the principal amount or redemption price thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the holder of each Bond so affected, or (B) reduce
the aforesaid percentage, of Bonds required for the affirmative vote or written consent to an amend-
ment or modification of the Resolution without the consent of the holders of all of the outstanding
Bonds.
The Resolution and the rights and obligations of the Agency and of the holders of the Bonds may
be modified or amended at any time by a supplemental resolution, without the consent of any Bond-
holders, but only to the extent permitted by law and only (i) to add to the covenants and agreements
of the Agency contained in the Resolution or other covenants and agreements th-reafter to be
observed, or to surrender any right or power herein reserved to or conferred upon the Agency; or
(ii) to cure any ambiguity, or to cure or correct any defective provision contained in the Resolution,
upon receipt by the Agency of an approving opinion of bond counsel, selected by the Agency, that
the same is needed for such purpose and will more clearly express the intent of the Resolution.
Diw*arge of Indebtedness
All outstanding Bonds of any series and all coupons appertaining to such Bonds -,hail prior to
the maturity or redemption date thereof be deemed to have been paid and shall cease to be entitled
to any lien, benefit or security under the Resolution, and all covenants, agreements and obligations
of the Agency to the holders thereof shall thereupon cease, terminate and become void and be dis-
charged and satisfied if (i) in case any of such Bonds are to be redeemed on any date prior 'o their
maturity, the Agency shall have given notice of redemption of such Bonds on said date, and (ii)
there shall have been deposited with the Paying Agents either (A) moneys in an amount which shall
be sufficfent, or (B) Investment Securities (including any investment Securities issued or held in
book-entry form on the books of the Department of the Treasury of the United States), the principal
of and the interest on which when due will provide moneys which, together with the moneys, if any,
deposited with the Paying Agents at the same time, shall be sufficient to p?y when due the principal
of, premium, if e,ny, and interest to become due on such Bonds on and prig: to the redemption date
or maturity data thereof, as the case may be.
33
1
Notice of Redemption of Bonds
Notice of redemption (except as provided below) shall be given by publication at least once
prior to the redemption date in a financial journal or newspaper of general circulation in The City
of New York and a journal or newspaper published in Texas, such publication to be not less than
30 days before such redemption date. If any Bond called for redemption is registered as to principal,
notice of redemption thereof shall also be mailed, not less than 30 days prior to the redemption
date, to the registered owner thereof, but neither failure to mail such notice nor any defect in any
notice so mailed shall affect the sufficiency of the proceedii,gs for the redemption thereof. Each
notice of redemption shall state the redemption date, the place of redemption, the principal amount
and, if less than all, the distinctive numbers of the Bonds to be redeemed, and shall also state that
the interest on the Bonds in such notice designated for redemption shall cease to accrue from and
after such redemption date and that on said date the redemption price plus accrued interest will
become due and payable on each of slid Bonds. If at the time of giving notice of redemption there
are no outstanding Bonds except Bonds registered as to principal, publication of such notice shall
be deemed to have been waived if the Registrar executes a certificate to the effect that such notice
was mailed to each registered owner of such Bonds at his address as it appears on a ledger kept
by the Registrar or at such address as he may have filed with the Registrar for that purpose.
Events of Default and Remedies of [folders
Events of default specified in the Resolution include (f) failure to make any payment of prin-
cipal of, premium, if any, or any installment of interest on, the Bonds, when the same become due
and payable; (ii) default in any covenant, undertaking or commitment contained in the Resolution,
the failure to perform which materially affects the rights of the holders of Bonds, and the con-
tinuation thereof for a period of 130 days after notice of such default by any holder of any Bonds;
and (iii) the dissolution or liquidation of the Agency, other than re-creation as provided by the
Act or the Contract, the filing by the Agency of a voluntary petition in bankruptcy, the commission
by the Agency r•f any act of bankruptcy, adjudication of the Agency as a bankrupt or assignment
by the Agency for the benefit of its creditors, the entry by the Agency into an agreement of compo-
sition with its creditors, or the approval by a court of competent jurisdiction of a petition appli%able
to the Agency in a proceeding for its reorganization under ar,y applicable law or statute.
Upmi the happening and continuance of any such event of default, any holder of Bonds may
proceed against the Agency for the purpose of protecting and enforcing the rights of the holders
of Bonds under the Resolution, by mandamus or other suit, action or special proceeding in equity
or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained therein, or thereby to enjoin any
act or thing which may be unlawful or in violation of any' rigbt of the holder of Bonds under the
Resolution, or any combination of such remedies. Each such right or privilege shall be in nddition
to and cumulative of any other right or privilege and the exercise of any right or privilege by or
on behalf of any holders of Bonds shall not be deemed a waiver of any other right or privilege
thereof.
If an event of default has occurred, then moneys of the Agency shall be applied first to the
payment of interest on Bonds that has becomo due aid second to the pro rate payment of the
principal amount of and premium, if any, on Bonds outstanding which have become due.
34
SUMMARY OF CERTAIN PROVISIONS OF THE JOINT
OWNERSHIP AGREEMENT
The Joint Ownership Agreement grants the Agency a 6.2% undivided ownership interest in
the Comanche Peak Station, and certain related nuclear fuel, the acquisition of such interest from
DP&L having now been approved by the NRC.
The agreement establishes an Owners Committee, one member being designated by each
owner, for the purpose of securing effective cooperation, interchange of information, and providing
consultation on a prompt and orderly basis among the parties. All decisions of the Owners Com-
mittee are by agreement of representatives of owners whose ownership shares in the aggregate
exceed 5M, but the decision of such majority must not be arbitrary and capricious or contrary
to the terms of the agreement. The representative of an owner who feels that a decision is arbitrary
or capricious or is contrary to the terms of the agreement may require that the matter be submitted
to a project consultant who will arbitrate the question.
TUCCO is designated project manager and as such is responsible for the licensing, construo-
tion, insuring, operation and maintenance of the Comanche Peak Station and for the procurement
of nuclear fuel, the procurement of services for conversion, enrichment and fabrication of fuel, the
licensing of the use of fuel, and its storage, transportation, disposition, use and reprocessing.
The Agency is obligated to pay 6.2% of all future (f) construction costs, (ti) nuclear fuel
costs, and (III) operating costs (after the station is placed into commercial operation) (iv) a man-
agement fee of five percent of its pro rata share of operating costs and (v) a management fee of
five percent of its pro rata share of fuel cost (subject to certain cost escalation limitations). Subject
to certain operational exceptions, the Agency is entitled to receive 6.217o of the net power output
that the station is capable of producing at any given time.
The signatories to the agreement (i) with respect to third party tort and contract claims, are each
responsible for its ownership share thereof as a part of the project costs, except each is totally
responsible for its own willful action, breach of the agreement and claims of its own customers;
(it) have no cause of action or remedies against each other for injuries to others, or damage to
project property or property of others, by reason of the construction, operation or ownership of the
station except for willful action or breach of the agreement (unless the breach is the failure to
follow Prudent Utility Practice); (iii) have the right to sell or otherwise dispose of its interest
(subject to the right of first refusal of other owners); (iv) are relieved of the obligation to perform
when the game is prevented by an uncontrollable force; (v) are required to pay any taxes due on
their respective ownership interest in the project; and (vi) waive the right of partition.
The agreement is to continue in force, to the fullest extent permitted by law, so long as two or
more parties continue to own an interest in the station.
If the station is damaged or destroyed in whole or in part and insurance proceeds plus any
deductible cover the estimated cost of repair or replacement, the station must be repaired or
replaced, unless otherwise unanimously agreed. If the estimated cost of repair or replacement is not
so covered, and all of the owners do not agree that the same is to be repaired or replaced, then any
owner who does not agree to do so is obligated to sell its interest to the approving owners at a price
specified In the agreement.
The project manager is required to take necessary steps to surrender the operating license and
to decommission or sell any affected portion of the Comanche Peak Station if directed to do so by
final action of the NRC, or by a court of competent jurisdiction or by owners whose aggregate
interests exceed M of the Comanche Peak Station.
If an owner defaults In making any payment or performing any obligation at the time and in
the manner specified, after receiving thirty days not,ce of such default, the non-defaulting owners
may (i) discontinue the project and liquidate the same, or (it) make the payment or perform the
obligations for the defaulting owner. If the default continues for six months, the non-defaulting owners
35
may (A) pursue all remedies afforded by law, (B) require the defaulting owner to cease taking its
share of energy, and (C) acquire the undivided interest and energy entitlements of the defaulting
owner at the defaulting owner's cost, less depreciation and the amount necessary to remedy the
default.
Before transmitting power and energy in interstate commerce, an ovmer is required to (f) give
adequate notice thereof to the remaining owners so as to permit them to arrange their affairs to
avoid federal regulation under the Federal Power Act and (ii) engage in such transmission only
pursuant to sections 202(d), 210 or 211 of that Act. The Agency has waived its rights under this
provision should the Companies transmit power a.jd energy in interstate commerce. (See "Regulatory
Bodies, Interstate Transmission").
FACTORS AFFECTING THE ELECTRIC UTILITY INDUS',RY
The electric utility industry, of which the Agency and the Cities are a part, in general has been
experiencing, or may in the future experience, problems including (a) increased costs of fuel, wages,
materials, equipment and licensing requirements, (b) substantially increased capital outlays and
longer construction periods for the larger and more complex new generating units, (c) uncertainties
in predicting future load requirements, (d) increased financing requirements and costs coupled with
limited availability of capital, together with interest rate limitations under State law, especially as
they relate to the financing of public projects, (e) exposure to cancellation and penalty charges on
new generating units under construction, (f) fuel availability, and uncertainty about disposal of
spent nuclear fuel, (g) compliance with rapidly changing cmiron mental, safety and licensing require-
ments, particularly for nun:lear facilities after the Three Mile Island incident, (h) litigation and
proposed legislation designed to delay or prevent construction of generating and other facilities and
to limit the use of existing facilities, (f) uncertainties associated with the development of a
national energy policy and (j) discovery of equipment design flaws after the commencement of
operations. Any of these factors may require modification of facilities and in same cases delay
construction with resulting increases in construction and operating costs.
National energy legislation was enacted in November 1978. Such legislation seeks to achieve the
conservation of energy and the development and use of more plentiful domestic fuels through various
regulatory and tax provisions. Among other things, it is designed to increase the use of coal as boiler
fuel and decrease the use of natural gas and oil. The legislation also regulates, at the federal level,
intrastate gas prices. The Agency is presently unable to predict the ultimate effect of this legislation
upon its operations and upon the operations of the Cities. (See "Cities Electric Systems")
REGULATORY BODIES
Public Utility Commission
The Public Utility Commission of Texas (the 'Commission") was created in 1475 by the Texas
Legislature to regulate certain utility rates, operations, and services within the State.
The Agency. The Agency has taken the position that under the Texas Public Utility Regulatory
Act (the "Statute") the Commission does not have jurisdiction over the Agency. In Docket No. 41
of the Commission, issued on October 8, 1978, the Commission found that it did not have JuAsdiction
to require the Agency to obtain evrtificates of convenience and necessity before building facilities
within the State. On July 22, 1980, the Attorney General of Texas rendered an opinion that the Com-
mission has no original or appellate jurisdiction over the rates and services of the Agency, and that
the Agency is only required to submit certain reports to the Commission. The Act, which reserves to
the State the right to regulate the re.tes of the Agency, provides that the State will not limit the powers
of the Agency to establish and collect rates and charges as will produce revenue sufficient to pay,
among other things, operation and maintenance expenses and debt obbgations of the Agency. (See
"The Agency, Powers Under the Act, Rates and Charges").
The Cities. Within its boundaries, each City has exclusive jurisdiction over the electric rates,
operations and services of its municipal system. The Cities also bava exclusive original jurisdiction
36
over their electric system rates outside their City limits. Although no case in point has yet arises
before the Commission dealing with wholesale municipal rates, the staff of the Commission is
currently of the opinion that the Commission does have appellate jurisdiction over wholesale as
well as retail rates of a city-owned system for ratepayers residing outside the boundaries of the
city, subject to certain petition requirements set forth in the Statute. Under present law, the Cities
can therefore sell, within their corporate limits, electricity provided to them by the Agency without
being subject to the rate jurisdiction of the Commission. The Cities can also transfer wholesale
power from their systems to other entities (including the Agency) subject to possible appellate
jurisdiction of the Commission.
AVAILABLE INFORMATION REGARDING TIIF COMPANIES
1'he Companies and TU are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file reports and other information with the SEC. Certain
information as of particular dates, concerning such companies, their respective corporate enterprises,
their directors and officers and their remuneration and other matters, is disclosed in such reports and
filed with the SEC. Such reports and other information can be inspected and copied at the offices of
the SEC at Room 6101,1100 L Street, N.W., Washington, D.C.; Room 1244, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois; Room 1100, 26 Federal Plaza, New York,
New York; Suite 1710 Wilshire Boulevard, Los Angeles, California; and Room 800, Neil P. Anderson
Building, 411 West Seventh Street, Fort Worth, Texas. Copies of such material can be obtained from
the Public Reference Section of the SEC at 500 Capitol Street, N.W., Washington, D.C. 20549 at
prescribed rates.
LITIGATION
No litigation is pending or, to the knowledge of the Agency, threatened challenging the exist-
ence of the Agency, the validity or delivery of the Bonds or the security provided for the Bonds
in the Contract.
TAX EXEMPTION
The Agency will issue its certificate to the effect that on the basis of the facts, estimates and
circumstances in existence on the date of the delivery of the Series 1983 Bonds, it is not expected
that the proceeds of the Series 1983 Bonds will be used in a manner that would cause the Series
1983 Bonds to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954,
as amended.
For purposes of Section 103(c) of the Internal Revenue Code of 1954, as amended, relating to
arbitrage bonds, the Agency has taken into account the Underwriters' discount and certain costs of
issuance in computing the yield on the Series 1953 Bonds. This treatment is in accordance with the
decision of the United States Tax Co,irt, which was affirmed by the United States Court of Appear
for the District of Columbia Circuit, in State of Washington o. Commissioner, 77 T.C. 656 (1981), alTd,
692 F.2d 128 (D.C. Cir. 1982). In their decisions the courts held invalid certain portions of the
Treasury Regulations promulgated under Section 103(c) which would prohibit such treatment of
the Underwriters' discount and costs of issuance and under which the Series 1983 Bonds would be
considered to be arbitrage bonds, the interest on which would not be exempt from federal income tax.
In a news release dated March 2, 1983, the Internal Revenue Service announced that it will
not seek to have the United States Supreme Court review the decision of the Circuit Court of
Appeals, that regulations to be published in the near future will specifically address the issue raised
in the State of Washington case, and that, until those regulations are publ:sbed, reasonable adminis-
trative costs incurred in issuing governmental obligations, including underwriting spread, may be
taken into account in computing yield on governmental obligations under Section 103(e). First
Southwest Company, Financial Advisor to the Agency, has advised the Agency that the administra-
tive costs Incurred in Issuing the Series 1953 Bonds, including underwriting spread, are in their
opinion reasonable.
Bond Counsel is of the opinion that the interest on the Series 1963 Bon.ls is exempt from federal
income tax under existing law. (See "Exhibit I - Proposed Form of Opinion of Bond Counsel".)
37
CERTAIN LLGAL MATTERS
Legal matters incident to the authorization, issuance and sale of the Series 1933 Bonds are
subject to the unqualified approving opinion of Messrs. Dumas, Huguenin, Boothman & Morrow,
Dallas, Texas, Bond Counsel. Said opinion in substantially the form attached as Exhibit 1 will be
printed on the Bonds. The delivery of the Series 1933 Bonds is also subject to the unqualified opinion
of the Attorney General of Texas that such Bonds have been issued in accordance with the Con-
stitution of the State of Texas and the Act and will be binding special obligations of the Agency.
Certain legal matters will be passed upon for the Underwriters by Messrs. Hutchison Price Boyle &
Brooks, Dallas, Texas, and for the Agency by Frank H. Bass, Jr., Director of Legal Services.
VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS
The accuracy of the arithmetical and mathematical computations (a) of the adequacy of the
maturing principal amounts of the Treasury Securities together with a portion of the interest income
thereon and uninvested cash, if any, to pay, when due, the principal of and interest on the Refunded
Bonds and (b) relating to the determination of compliance with the regulations and rulings promul-
gated under Section 103(c) of the Internal Revenue Code of 1954, as amended, will be verified by
Ernst & Whinney, independent certified public accountants. Such verification of arithmetical accuracy
and mathematical computations shall be based upon information and assumptions supplied by the
Agency and on interpretations of Section 103(c) of the Internal Revenue Code of 1954, as amended,
provided by Bond Counsel.
LEGAL INVESTMENT IN TEXAS
The Act provides that the Bonds are legal and authorized investments for banks, savings banks,
trust companies, building and loan associations, savings and loan associations and insurance companies
and are eligible to secure the deposit of any and all public funds of the State of Texas and any and all
public funds of cities, towns, villages, counties, school districts or other political corporations or sub-
divisions of the State of Texas, and that such obligations shall be lawful and sufficient security for said
deposits to the extent of the prncipal amount thereof, or their value on the market, whichever is the
lesser, when accompanied by all unmatured coupons, if any, appurtenant thereto.
RATINGS
Moody's Investors Service, Inc. and Standard & Poor's Corporation have giver: the Bonds ratings of
"A" and "A+", respectively. Such ratings reflect only the views of the respective rating agencies.
Any further explanation of the significance of such ratings may be )btained from such firms. There
Is no assurance that such ratings will continue for any given period of time or that they will not be
revised downward or withdrawm entirely by such organizations, if in the judgment of said organiza-
tions, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an
adverse effect on the market price of the Bonds.
UNDERWRITING
The Underwriters have jointly and severally agreed to purchase all, but not less than all, of the
Series 19M Bonds at a price representing an aggregate discount of 1.8% from the initial public
offering prices set forth on the cover page hereof.
The Underwriters may offer and sell Bonds to certain dealers and others at prices lower than the
initial public offering prices and the initial public offering prices may be changed from time to time
by the Underwriters.
This Official Statement has been approved by the Texas Municipal Power Agency.
TEXAS MUNICIPAL POWER AGENCY
By I SI CHARLES R. MA'rr mvs
President of the Board of Directors
38
R. W. BECK AND ASSOCIATES
ENGINEERS AND CONSULTANTS
►EAWING tANNOCT RASA 1VIEEMNG UNINAI Ore1C1
DESIGN 110 tAkNOCR STREIT
RATES SEATIII• TnASNENGTON
1WVUoN%;NTAE DENVEI• COSORADO 10)01 Tr4pront 7011)r-5000
EC OKO+vcs
MA.%.ArAME4T SO) 423-91" Toler. DIT)4M40)
March 9, 1983
FILE NO. [%T-266ET4Ax
Texas Municipal Power Agency
P. O. Box 229
Anderson, Texas 77830
Subject: Supplemental Letter to Consulting Enginmes Report
for Texas Municipal Power Agency
Series 1982A Revenue Bonds
Gentlemen:
The Consulting Engineers Report dated November 3, 1982 (the '1982 Consulting Engineer's
Report'), for Texas Municipal Power Agency, Series l%2A Revenue fonds (the 'Series 1982A
Bonds') presented a summary- of our analyses, investigations and studies -4th respect to the proposal
of the Texas Municipal Poker Agency (the 'Agency') to issue 476;300,000 Revenue Bonds, primarily
to pay- the cost of completing the acquisition and construction of the Gibbons Creek Project and the
Comanche Peak Project by the Agency.
The Agency now proposes to issue Refunding Revenue Bonds,, Series 1933 (the 'Series 1993
Bonds"). The proceeds of the Series 1983 Bonds, together wirb other available monies, will be used
to refund 7268,915,000 of Revenue Bonds of the Agency outstanding at %larch 1, 1993.
The Coasnking Engineer, at the request of the Agency, has made certain limited investigations
with respect to the estimates of construction casts and dates of commercial operation of the Gibbons
Creek Project and of the Comanche Peak Project These limited investigations are deemed sufficient
to express ow opining as Fated hereinafter, with respect to the Agency`s cost of power to the Cities.
Wab respect to the Gibbons Creek Project, the Agency informs us that:
(1) Initial oil-fired testing of the turbine generator was begun September 30, 1%2, with
initial hgnite firing on November 4, 1491 Testing will continue at increased power levels £r
several months. The Board of Directors of the Agency is expected to designate, at its March 10,
1983 meeting that October 1, 1993 will be the commercial operation date for Gibbons Creek.
Initial testing and inspections have revealec no major problems, and the unit is scheduled
for no major outage Err td Spring of 198L The Agency expects to fund the debt service relative to
Gibbons Creek by rates for power and energy charged to the Cities after March 1, 1984, in
accordance with previous Agency plans. The ette nded period of testing will allow the Agency to
accumulate an excess revenue reserve t9 be used in fiscal year 19PA to offset partially the rates
that would otherwise be required.
The Agency's estimate of the cost of acqu siticn and construction of Gibbons Creek,
as reflected in the 1982 Consulting Engineer's Report, was X361,131,000 The Agency advitet
that this estimate has been reduced as a result of various factors by $18,146,0M However, the
A-1
Agency further ad-Oses that the decision to move the commercial operation date from March 1,
1983 to October 1, 1953 will result in an increase of $10,993,000 in the costs to be capitalized.
The net result of these adjustments is a reduction in the amount shown in the Consulting
Engineer's Report of $7,153,000.
With respect to the Agency's SDRE Project, the Agency informs us that:
(1) The cost of acquisition and construction is presently estimated to be $84,216,000, or
$139,000 more than the Agency's estimate of $84,077,000 as set forth in the Consulting Engineer's
Report referenced above.
(2) The Agency does not foresee any problems that would prevent the completion of
the SDRE Project on schedule.
With respect to the Comanche Peak Project, Texas Utilities Services, Inc. (-TUSI-), in its
January 31, 1983 Report to the Comanche Peak owners, stated that the announced estimated total
cost for Comanche Peak, excluding AFUDC, sales and ad valorem taxes, is $2,628,672,000.
This cost is $19,894,000 more than TUSI's October 15, 1982 estimate of $2,608,778,000 presented
in the Consulting Engineer's Report referenced above. The Agency's 62% participation share is
$162,977,664, an increase of $1,233,428.
Concerning the matter of steam generator tube vibration experienced with Westinghouse steam
generator of the same or essentiaily the same type as those installed at CPSES, TUSI reports the
following:
"At this time Westinghouse is continuing to evaluate field test data from the European unit.
It has also developed scale model air tests and full flow model tests on certain mockups of this
type of steam generator. The studies and information to date relatu.g to the Comanche Peak
units were reviewed by TUSI top management officials and the Westinghouse team in February
of this year. A preliminary evaluation of the impact on the CPSES steam generators indicates
that a relatively minor modifieaton will address the vibration problems in an acceptable manner.
However, the proposed solution was presented in preliminary form and needs to be followed by a
thorough design review by the vendor, Westinghouse, and then subsequently approved by
TUSI rnd then finally presented for approval and concurrence by NRC. TUSI expects that this
will be accomplished within the next few months and should have relatively little impact on the
cost and s4eduie of the Comanche Peak units."
Considering the above cited information, we are of the opinion that the Agency's cost of power to
the Cities as estimated in our November 5, 1982 report will not be materially altered.
Very truly yours,
R. W. BECK AND ASSOCIATES
Adi
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Completed main steam ttping bet%een the Unit One Containment Building and The Stearn Turbine Generators.
R. W BECK AND ASSOCIATES
ENCINETRS AND CONSULTANTS
PLANNING
DESIGN 6AN HOCK PLAZA RUIIDIND
RATES 660 BANNOCK STREET CENF6Al OFFICE
INVIRONAENTAL SEATTLE, WASHINCTON
ECONOMICS DENVER, COLORADO 60704 . TN
MANACEM[NI e ONOnr. 206 622-5000
707-67]6166
Idee: (ITT)e990107
filE NO. DD-EF6-Ax
November 5, 1982
Texa; Alunicipal Power Agency
600 Arlington Downs Tower
2225 E. Randol Mill Road
Arlington, Texas 76011
Subject, Consulting Engineers Report
For Texas Municipal Power Agency
Series 1982A Revenue Bonds
Gentlemen:
INTRODUCTION
Presented herewith is a summary of our analyses, investigations and studies with respect to the
proposal of the Texas Municipal Power Agency (the "Agency") to issue $76,300,(00 Revenue Bonds,
Series 1982A (the "Series 1982A Bcads"). The proceeds of the Series 19S2A Bonds are to be used
primarily to pay the cost of completing the acquisition and construction of the Gibbons Creek Project
and the Comanche Peak Project, both of which are hereinafter defined.
The power supply program presently being implemented by the Agency is in accord with the
authorization given by the Cities of Bryan, Denton, Garland and Greenville (the "Cities"), as required
by provision of identical' Power Sales Contracts between the Agency and each of the Cities, dated
September 1, 1976 (the "Power Sales Contract"). The projects include a net 390 ARV (993 MW gross
capability, of which 53 MW is dedicated to station use and mine operation) lignite-fueled, steam
electric generating station, an adjacent surface lignite mine and transmission facilities required
to interconnect the generating station to the regional transmission system (the "Gibbons Creek
Project"); a 6.2% ownership interest (142 MW net) in the Comanche 1cak Steam Electric Station
("CPSES"), two net 1,150 MW nuclear-fueled generating units presently under construction by
Texas Utilities Generating Company ("TUGCO") as project manager for the owners, the nuclear
fuel supply for that station and an undivided ownership interest in certain transmission facilities
(the "Comanche Peak Project"); construction or acquisition of transmission facilities by the Agency
together with equipment for communications and dispatch functions ana investigative activities
for additional fuel supplies (the "System Development and Reliability Expenditures Project" or
"SDRE Project"); and development work and feasibility studies to determine whether any work
should be undertaken as a project (the "Development Project"). The Gibbons Creek Project,
6 Comanche Peak Project, SDRE Project and Development Project are referred to herein collectively
as the `Projects"
The Agency is responsible for the licensing, design, construction, operation and maintenance
of the Gibbons Creek Project, the SDRE Project and the Development Project and TUGCO is
responsible for the licensing, design, construction, operation and maintenance of the Comanche
Peak Project.
The Comanche Peak Project o- ,,z ' will be delivered to the Cities utilizing the high voltage
transmission systems of 'texas Elec sic 's,rvice Company ("TESCO"), Dallas Power & Light Com-
pany ("DP&L") and Texas Power & Light Company ("TP&L"), sometimes collectively referred 1
to herein as the "Companies". The output of the Gibbons Creek Project will be delivered into the {
transmission s)-t;m of the Comparies and the transmission system of the Houston Lighting & Power
Company ("H. xP ) at the points of Interconnection with the Agency's transmission facilities.
Delivery of power and energy to the Cities will be made pursuant to the "Transmission Agreement",
as amended, between the Agency and the Con.-)anies, and the Interconnection Agreement betxveen
the Agency and HL&P.
Information ontained herein regarding the Agency's power supply program, including con-
struction and fuel cost estimates, deser'ptions and planned schedule for commercial operation of
the facilities has lxen summarized or developed from estimates, data, reports and records furnished
by the Agency with, respect to the Gibbons Creek Project and the SDRE Project and by Texas
Utilities Services, Inc. ("TUSI") with respect to the Comanche Peak Project. We have not verified
the accuracy of such information and data furnished and offer no assurances with respect thereto.
Howe-er, based upon our analyses and investigations of the Projects, -e are of the opinion that
the information prodded to us is representative of the current status of the Projects. To the best
of our knowledge, the summaries presented herein accurate'; reflect the information furnished to us.
Our analysis of the CPSES is based on schedule and budget inionnation made available by
TUSI, discussions with TUSI management, both at the CPSES site and home efflre, and a site
inspection visit. ';'his analysis also fa_tors in independent industry experience, with respect to
schedule and budgets, for nuclear plants, comp]^ted or under construction, at various locations
across the Unitcd States.
Our analysis of the Cibbons Creek Project is based on a review of the constriction schedule
with Agency pereannel at the plant site, a review of detailed cost estimates for the Project,
and a site inspection visit.
THE PROJECTS
The Projects are being constructed under a power supply program authorized by the Cities
in accordance with the provisions c.' the Power Sales Contract. The cont• tct proxides that the
Cities may elect to authorize and participate in additional projects to ba tuidertaken by the Agercy
in the event that the Agency is authorized by the Cities to develop such projects.
Gibb&rs Creek Project
TLe Gibbons Creek Project includes a lignite-fired, steam electric generating station with 390 NfW
of net generating capability (443 11fW of gross generating capability, of which 53 NIW is dedicated
to station use and mine operation), an adjacent lignite surface mine and certain transmission facilities
to interconnect the generating station with the transmission system of the Companies and IiIAP.
The Gibbons Creek Project is presently scheduled for commercial operation in March 1983.
Gibbons Creek Stearn Electric Station ("GCSES") - The GCSES is located in Grimes Ccunty,
Texas near the community of Carlos about 20 miles east of the City of Bryan, Texas. The engineering t M
firm of Tippett & Cee, Inc. of Abilene, Texas is the design engineer for the GCSES. Freese and
Nfchols, Inc. is responsible for design of the dam, make-up water facilities and railroad facilities.
The Agency is responsible for coordinating and managing the construction of the GCSES. The +
CCSES contains an outdoor-type boiler and turbine generator, lignite and ash-handling facilities,
precipitator, flue gas desulfurization system, together with a switchyard, dam and reervoir on
Cibbons Creek to provide cooling water, buildings to house office, warehouse and maintenance
activities, and a railroad epur. Tippett & Gee, Inc. design criteria provide for a boiler desk ned
to burn pulverized lignite with the characteristics found in the lignite :nine under development as
part of the Gibbons Creek Project. Combustion control techniques, electrostatic particulate precipita-
A-2
tors, and limestone slurry scrubbers ..ill be used in the operation of GCSES to meet stack em+ssion
regulations of the State of Texas and United States Environmental Protection Agency.
The turbine generator is designed to provide gross generating capability of about 443 A11V. Station
use and power requirements for the operation of the Mine are expected to total approximately 53
111\V resulting in an estimated net generating capability of 390 MW available for seeing the loads of
the Cities,
Construction of the GCSES was initiated in July 1977. The general contract for the power plant
structure and equipment installation was awarded to Austin Power, Inc. and their work .vas initiated
in September 1979. The Agency reports that, as of September 30, 1982, construction work on the
GCSES was 97% complete. Work yet to be completed is related to the air quality control system, some
roadwork and landscaping, and equipment testing.
The tutal station work force of the general and other contractors at the GCSES site was
approximately 4,50 as of September 30, 1982.
Activities required for start-up and operation of the GCSES are presently in progress. The
majority of the management and supervisory personnel have been employed. A full complement of
plant operating and maintenance personnel is presently forecast by the Agency to require 172
emp?ogees.
The estimated total construction costs of the GCSES, as estimated by the Agency, are summarized
as follows:
Gibbons Creek Steam Electric St-tion
Estimated Construction Cottsl l'
(000) -
Land and Land Rights $ 13,358
Structures and Improvements 78 743
Boiler Plant Equipment 175,427
Turbine Generator and Accessories 28235
Accessory Electrical Equipment 33885
Miscellaneous Power Plant Equipment .
Total Direct Construction Cost $339 338
Engineering 21,477
Construction Management . . 10,840
Unalloeaten Indirect Costs .
25,719
Contingencies 4,824
rairung and Start-up Cost . . . . 18,332
Total Estimated Construction Costs- (GCSES) $418,528
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Gibbons Creek Lignite Mine-Fuel for the GCSES will be supplied from the Gibbons Creek
i Lignite Mine (the 'Mine") located approximately three miles from the GCSES.
The Paul Weir Company, Inc. of Chicago, Illinois was initially employed to recommend the
location and estimate the quantity of lignite fuel available, prepare a mining plan and estimate capital
and annual costs. Based on a report prepared by the Paul Weir Company, the Agency initiated the
procurement of lignite reserves and subsequently requested proposals for the operation of a mine and
other mine-related work to mine the lignite for use by the generating station.
The Agency, on November 8, 1919, entered into a contract with the Morrison-Knudsen Company
("M-K") for the development of the Gibbons Creek Lignite Mine. Subsequently, on March 25, 1981
the Contract was assigned to Navasota Mining Company, Inc. ("Navasota"), a wholly-owned subsid-
t A-3
iary of M-K, which is constructing and will operate the 'tine, is preparing optimized long term
mining plans, is preparing capital and annual cost estimates, and is monitoring the assembly of the
draglines and other Afine-related equipment and facilities.
Af-K has evaluated the geological information, sequence and operational details of the Mine as
i
previously prepared and undertaken additional exploratory drilling to more completely establish
details of lignite seams and characteristics of the lignite. The M-K preliminary five-year mining
plan was completed in March 1981 and the final five-year plan completed in September 1951. This
plan is being followed by the Agency and will be continued unless amended. The "as-mined" five-
year mine plan indicates that the area quality average for all seams recovered is 4,451 Btullb, as
reported in the "Five-Year Mine Plan and Cost Estimate-Executive Summary" prepared by Morrison-
Knudsen Company, Inc.
The M-K studies identified 163 million recoverable tuns (175 million tons-in-place) with 140 feet
or less overburden. The Agency presently controls an estimated 119 nillion recoverable tons. The a
Agency's lignite requiremnd fc: 30 years at an approximate plant factor of 75% is estimated to be "
96 million tons. The Agency also controls other lignite reserves with overburden in excess of 140 feet.
In order to operate the Mine eff'icicntly throughout the expected 30 year life of the plant, it will be
necessary to acquire additional land or interest in land. These additional interests will be identified
and acquired by the Agency as mining progresses beyond the first five year permit area.
The initial plans for the mine development were based on the use of trucks to haul the coal from
the Mine to CCSES. M-K has evaluated the use of a conveyor system to transport the coal from the
dine to GCSES in lieu of the use of trucks. The Agency has accepted M-K's recommendation to
transport by conveyor and is proceeding with the conveyor system plan. The Texas Railroad Com-
mission, on September 8, 1991, approved the revised mining permit which reflects this change.
Construction of the conveyor system is scheduled for completion in December, 1982.
Cartain mining areas requiring protection from surface water flooding were identified as a part
of the Mine plan. Freese and Nichols, Inc. is responsible for the design of the mine surface water
control facilities. Funds have been included in the Mine cost estimate for surface water control facili-
ties which Freese and Nichols, Inc. have found to be necessary.
The M-K Mine Plan for one unit operation calls for utilizing two draglines. The first dragline is
completed and in operation for initial stockpiling of lignite prior to unit testing and operation of the
GCSES. The second dragline was completed in late October, 1982, and is in the process of being
placed into service.
The Agency and Navasota executed an Amendment to Phase III of Mine Management Services
Contract, Gibbons Creek Lignite Mi ie, dated October 1, 1981. The Amendment, among other
things, established the detailed scope of work for the Mine Plan and identified owner-provided
services, methods of payment for services performed by Navasota and payment adjustment procedures, s
along with payment schedules for a contractor-provided equipment option and an owner-provided
equipment option.
The Agency has elected to exercise the contractor-provided option of the above Amendment.
Under this option, Navasota is responsible for providing the major mine equipment (the two draglines
and the coal conveyor system), thereby reducing the overall Agency financing requirements. The
reduee3 financing requirements are offset In part by Navasota's charges to the Agency related to the
fixed costs associated with these major equipment item:. Mining equipment, other than the draglines
and conveyor system, is provided by Navasota under the terms of the Amendment.
The first dragline has been provided through a lease dated as of April 1, 1982, from the trustee
for the owner to Navasota as lessee. The trustee purchased the dragline from Navasota for $25,558,739.
Navasota simultaneously purchased this dragline from the Agency thereby reducing the Agency's
direct construction costs. The Agency has no rights of use as to this dragline, but the Agency makes {
semi-monthly pa;-rents of $113,836 to Navasota, as part of its payment to Navasota for mining services.
A4
These semi-monthly payments will continue for a 23 year period, with a five year renewable option
period at the end of the 25th year.
The second dragline has been provid:d through a lease dated as of October 8, 1952 from be
trustee for the owner to Navasota as lessee. The trustee purchased the second dragline from Navr-
sota for $25,377,170. Navasota sirnuItaneeusly purchased this dragline from the Agency, thereby
r?during the Agency's direct construction costs. The Agency has no rights of use as to this dragline,
but the Agency makes semi-monthly payments to Navasota of $117,444 until January 19S3, and of
$116,919 thereafter, as part of its payment to Navasota for mining services. These semi-monthly pay-
ments will continue for a 2,5 year period, with a five year renewable option period at the end of the
25th year.
The sale of the conveyor system, and subsequent lease of the conveyor system to Navasota, are
expected to occur in late 1982.
Delivery of lignite by trucks from the mine to the CCSES commenced September 1, 1952. As
of October 28, 1982, 97,653 tons of lignite had been delivered. Trucks will continue to be utilized
ft: lignite deliveries until such time as the conveyor is completed and placed into service, on or
about December 15,1982.
Inasmuch as the Agency has taken action with respect to the option whereby Navasota is financing
the two draglines, the estimated cost for such equipment is excluded from the Estimated Development
Costs for Gibbons Creek Lignite Mine set forth below. While the Agency proposes to take similar
action whereby Navasota would finance the conveyor system as well, related contractual arrangements
cannot be completed until completion of construction of the conveyor system expected in December
1982. Therefore, the cost of the conveyor system is included in the Mine Development Costs below.
Gibbon, Creek Lignite Aline
Estimated Development Costs(1)
(000)
Land and Land Rights $24,936
Structures and Improvements 26,334
Mine Equipment and Supplies('.) 14,556
Total Direct Construction Lost $65,846
Engineering 1,194
Construction Management 4,e43
Unallocated Indirect Costs 4,127
Contingencies 1 135
Mine Start-up and Development Costs 13,'00
Total Estimated Construction Costs (Ai r°1 . $93,945
(1) Excludes interest during construction, reserve fund, working capital and cost of bond issuance.
(2) Includes conveyor system, but excludes two draglines and other mining equipment which is to
be furnished by Navasota.
GCSES Transmission Facilities - The power generated -it the CCSES will be delivered into the
Companies' transmission system and the transmission system of HUP. The transmission facilities
constructed as part of the Gibbons Creek Project include (1) a 9-mile segment of doublec(rcuit, 345 kV
transmission line from CCSES substation switchyard, east to an existing HL&P 34.5 kV double-circuit
line, (11) a 48-mile, 345 kV double-circuit line from the CCSES substation, switchyard to the Twin Oak
Substation owned by the Companies, (iii) a 7-mile, 1.38 kV line from the GCSES to the Mine area,
and (Iv) a 145-mile, 133 kV transmission line connecting the City of Bryan to the GCSES substation.
Facilities owned by the Companies beyond the points of interconnection will be utilized by the
Agency to deliver energy to Cities other than Bryan In accordance with provis?ons contained in
contracts with HUP and the Companies.
A-5
As of September 30, 1982, tae CCSES substation was 9Wo complete, and the above referenced
V5 kV and 138 kV transmission facilities were 100%, complete.
Tae construction costs of the transmission facilities included as part of the Gibbons Creek
Project, as estimated by the Agency, a. a summarized as follows:
Gibbons Creek Project Transmission Facaities
Esti-nated Construction Gists (1 }
(000)
Construction and Equipment a44,?M
Construction Management and Engineering 1,462
Unallocated Indirect Costs 2,591
Contingencies _ 355
Total Estimated Construction Cost x4808
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Permits, Licenses and Approvals-The Agency is responsible for all activities related to acquisi-
tion of permits, licenses and approvals for Gibbons Creek Project. The Agency advises that all neces-
sary permits for construction and operation of the GCSES have been issued by the applicable regula-
tory authorities.
Comanche Peak Project
In January, 1979, the Agency executed a joint Ownership Agreement with the Companies and
TUCCO pursuant to which the Agency acquired a 6,2% undivided ownership interest in the Comanche
Peak Steam Electric Station ("CPSES") and the nuclear fuel supply for the CPSES. Concurrent with
the execution of the joint Ownership Agreement, the Agency and the Companies executed a Trans-
mission Agreement which provides for the acquisition of an ownership interest in certain transmission
facilities and also for the use of transmission facilities of the Companies. The Transmission Agreement
provides for the transmission of power and energy from both the Comanche Peak Project and the
Gibbons Creek Project to certain points of interconnection of the Agency on the 345 kV system.
The Agency is officially identified as a joint Owner by an order of the Nuclear Regulatory
Commission ("NRC") amending the Comanche Peak Construction Permits. Other joint owners of
the Comanche Peak Project are Texas Elechic Service Company, Dallas Power h Light Company,
Texas Power & Light Company, Brazos Electric Power Cooperative, Inc. (`Brazos") and Tex-La
Electric Cooperative of Texas, Inc.
Comanche Peak Steam Electric Station-The CPSES is a nuclear-fueled generating citation
consisting of two units, each rated at 1,150 MW net capability, located about 40 miles southwest
of Fort Worth near Glen Rose, Texas. Steam for the station will be developed by two Westinghouse
Electric Cotpcration pressurized water nuclear reactors. The steam-turbine, electric generator portion
of the plant which is of an. outdoor design is being furnished by Allis-Chalmers Company.
TUCCO, the Texas Utilities Company ("TU") subsidiary responsible for the planning, con-
struction and operation of the CPSES is being supported by TUSI, another TU subsidiary, in design,
egrdpment procurement and construction phases of the Project. TUSI has advised that, as of
October 15, 1982, Unit #1 was 9i% complete, Unit #2 was 55% complete and overall nation con-
struction was 8017o complete. The application for operating licenses has be-.,n submitted to the NRC.
In March 1979, Unit #2 of the Three Mile Island Nuclear Station (TMI") near Harrisburg,
Pennsylvania experienced severe operating difficulties resulting in the shu!down of the Unit and
presently undetermined aamage to the reactor core. The TMI incident has caused a re-examination
of certain safety standards and procedures. As a result of the Tli? incident, the NRC has developed
an extensive list of requirements for operation of nuclear facilities.
A-8
The Companies have reviewed the TMI incident and compared the components of the critical
items of TMI with those of the CPSES. Among other things, it was determined that the CPSES
steam supply systems are of a different design than those of TMI. The TUSI report, pertaining to
the investigative activities, included recommendations related to plant design and operation and
to training of personnel vho vvili be operating the plant. It also stated that certain changes had
previously been incorpora'ed into CPSES construction.
In early 1952, significant steam generator tube 6ibrator was experienced at a European nuclear
plant with Westinghouse steam generators of the same or essentially the same type as those installed
at CPSES. The cause and methods for correcting the tube vibrations are under intensive investi-
gation by Westinghouse, the NRC, TUGCO and others in the industry. At this time Westinghouse
is continuing to evaluate field test data from the European unit. It is also developing scale model
air tests and full Pow model tests on certain mockups on this type of steam generator. The st•idies
and information to date are inconclusive. An evaluation of the impact on the CPSES steam generators
is expected by early next year. Any proposed solution to the vibration problem must be acceptable
to the NRC. At the present time no major impact in the CPSES schedule is foreseen by TUSI.
However, this is subject to review when all the Westinghouse data is available. The uncertainty
of the timing and nature of the solution to the steam generator problem and related NEC authoriza-
tion makes it impossible to predict with any assurance the date of full power operation of the CPSES,
although TUSI believes that no major impact on the set during or cost of CPSES will be experienced.
We have assumed, for the purposes of the Agency's power supply planning and financial analyses,
commercial operation for Unit #1 in July 1984 and Unit #2 in January 1988.
TUSI's October 15, 1982 estimate for CPSES is $2,M.778 which is essentially the same
as estimated by TUSI one year ago. This estimate excludes AFUDC, and sales and ad valorem taxes.
Comanche Peak Fuel Supply -TUSI advises that commitments have been obtained for antici-
pated uranium ore concentrate requirements and fabrication services for both units for the first
17 years of operation. Among the urcnirm suppliers are Westinghouse Corporation and Exxon
Corporation. Uranium bexaflouride conversion services have been contracted for approximately
seven years for Unit #1 and five years for Unit #2. Uranium enrichment contracts, having a dura-
tion of approximately 30 years, have been made with the Department of Energy. TUSI anticipates
no difficulty in obtaining the necessary additional materials and services.
At the present time, there are no facilities available for the reprocessing of spent fuel. In the
absence of such facilities, TUSI is providing on-site spent fuel storage capacity for both Units adequate
for about 17 years and has indicated that this capacity can be increased.
Comanche Peak Transmission - The transmission facilities directly related to delivering the output
of the CPSES into the high-voltage transmission system of the Companies to allow ultimate delivery of
power to the Cities are identified in a contract entitled, `Transmission Agreement" between the Agency
and the Companies. These facilities include both 138 kV and 345 kV transmission lines end station
equipment. TUSI has estimated that the Agency's 8.2% ownership share in certain Comanche Peak
transmission facilities, which are acquired throvgn provisions of the Transmission Agreement, will
cost approximately $2,200,000, excluding interest during construction.
As a result of certain - revisions of the Transmission Agreement, other transmission facilities of the
Companies may be used to deliver Agency power to the Cities. The method of calculating the chargs
to be made by the Companies gives recognition to the fact that at times the Companies will use the
Agency transmission facilities to transmit the Companies' share of CPSES power.
The following table summarizes TUSI's curreet estimate of construction costs for the CPSES and
the Agency's 0.2% interest therein, and for other Agency costs related to the Comanche Peak Project.
A-7
Comanche Peak Project
Est'maled Construction Costs
(000)
Agency's
CPSES 6.2'X Par-
101al(1) ticipalion(2)
Land and Land Rights $ 12,500 $ 775
Structures and Impruvements 503,476 31,216
Reactor Plant Equipment 691,716 42,858
Turbogenerator Units . 229,153 14,207
Accessory Electric Equipment . 205,958 12,769
Miscellaneous Power Plant Equipment 23,000 1,426
Station Equipment . 32W 2,W2
Communication Equipment 300 19
Miscellaneous Equipment _ 600 37
Subtotal-Direct Construction Costs 1,698,986 105,337
Indirect and Overhead Construction Costs 909,792 56,407
Subtotal $2,608,778 $161,744
Nuclear Fuel(3) 17,575
Transmission 2,200
Carrying Charges and Development Fee(4) 8,857
Total Estimated Construction Cost $188,376
(1) Based on to-date project expenditures furnished by TUSI. Excludes AFUDC, and sales and ad
valorem taxe!.
(2) Excludes interest during constriction, reserve funds, working capital and cost of bond issuance.
(3) Includes the cost of fuel for the initial core and payments for reload fuel costs scheduled during
construction for both units, as supplied by TUSI.
(4) Development fee and interest paid to DPdL.
The foregoing CPSES estimated constnsction cost, provided by TUSI, reflects escalation at an
average rate 85% per year for labor and variable rates for materials depending on specific contracts.
SDRE Project
The Agency's SDRE Project includes transmission and substation facilities necessary to provide
reliable delivery of power to the Cities and system control facilities to allow the coordination of
the generating facilities of the Agency and the Cities.
The Greenvill.- Phase I includes 1,38 kV transmission line and substation facilities to connect
the Greenville steam pleat to the Garland Olinger plant. Greenville Phase II includes 138 kV trans-
mission lines and substation facilities to connect the Greenville interchange substation to TP&L's
Royse switching statiou and to interconnect Greenville's diesel and steam plants.
The Bryan Phase 'I includes a 138 kV transmission line and substation facilities to connect the
GCSES substation to the City of Bryan Dansby substation.
The Carland Phase I includes 345 kV and 138 kV transmission lines and substation facilities to
integrate the Garland system Into the transmission system of the Companies.
The Denton Phases 1, II and III include 345 kV transmission and substat'on facilities to connect
the Denton system to the transmission system of the Companies and 138 kV transmission and sub-
station facilities to provide a transmission loop around Denton to provide reliable delivery to Denton.
A-
The SDRE Project also includes microwave communication facilities, equipment for dispatch
and Investigation activities relating to potential fuel for future generating units. The Agency, as of
September 30, 1952 has expended approximately 5-13,000,070 for the SDRE Project. The Agenc-
does not foresee any problems that would prevent the completa n of the SDRE Project on schedule.
The following table summarizes the Agency's current estimate of construction costs:
SDP.E Project
Estimated Construction Costs(l)
(000)
Tran-mission Facilities $72fin
Fuel Acquisition 251
Microwave System 1,471
Economic Dispatch 1,750
Unallocated Indirect Cost 4,225
Contingency 3,773
Total Construction Cost (SDRE) $84,M
(1) Excludes interest during construction, reserve funds, working capital and cost of bond issuance.
Deoe4nwnt Project
The Development Project includes development work and feasibility studies to determine w•bether
any work should be undertaken as a project. As of September 30, 1932, $915,000 has been spent on
the Development Project. All studies relative to the Development Project presently authorized have
been rompleted, and no further projects are contemplated at this time.
PROJECT FINANCING
The Agency's financing program contemplates the issuance of Bonds in several series to finance
the costs of construction of the Projects and placing them into operation. remounts to be financed
include, in addition to trial construction costs, amounts for working capital, financing expenses,
interest en the Bonds during the period of construction and for one year beyond each Project's com-
mercial operation date and the funding of reserves required under the Bond Resolution.
A-9
Rased on the estimated construction cysts as previously presented herein, the total Agency long-
term financing requirements, including the Outstanding Bonds, for presently authorized Projects
are estimated to be as shown on the following table:
Estimated Agency Financing Requirements
Presently Authorized Projects
(off)
SDRE
Ctbboos Comanche and
Creek Frak Development
Item Prrject Project Project Total
(1) (1)
Construction Costs . $561,131 $188,376 $ &1,992 $ 834,499
Reserve Fund(2) 84,840 23,809 13127 121,776
Contingency Fund(3) 2,000 - - 2,000
Working Capita](4) 5,875 4,070 I'M 10,%5
NetInterest(5) 193,451 15,532 30,250 239,233
Financing, Legal and
Other Cost~(6) 20,103 5,613 3,111 28,827
Estimated Agency
Financing Requirements(7) . , $867,400 $237,400 $132,5W $],237,300
(1) Excludes direct costs of twu draglines ($50,241,468) which have been provided for from other
sources.
(2) An amount equal to the estimated average annual debt service allocated to each Project based
on actual debt senice on the Outstanding Bonds and assumed level debt service with 27-year
amortization and a 10.5% average interest rate on the Series 19S2A Bonds.
(3) Required by the Bond Resolution to be established on or before the date of Commercial Opera-
tions of the fast generating unit.
(4) Estimated cash requirements during initial operations.
(5) Computed at actual interest rates on the Outstanding Bonds and an assumed 10.5% average
interest rate on the Series 1982A Bonds, adjus'ed for investment income.
(6) Based on actual costs on Outstanding Bonds and an assumed 2.5% on the Series 1982A Bonds.
(7) Provided from the proceeds of $1,150,000,000 Outstanding Bonds, $76,300,000 Series 1982A Bonds,
and an estimated $11,000,000 from the proposed sale by the Agency of its interest in the con-
veyor system for the Mine (see "Gibbons Creek Lignite Mine).
Estimated financing requirements for the Gibbons Creek Coastrurnion Project nle based an the
Agency financing the entire cost of construction of the Projcet, through the issuance of Bonds,
exclusive of certain mine equipment which will be provided by Navasota. As previously stated, the
Aget.ca~ has elected ?o exercise its contrpetor-owned equipment option under which Navasota is
providing for the dragline and conveyor portions of the Mine's development costs. Operating
expenses of the Mine are increased under this arrangement, however, the Agency's overall capital
costs will be reduced.
THE CITIES
The Cities 1i divddually own electric utility systems serving customers within and without their
corporate limits kiii, at the present time, meet their power supply requirements from unlis owned
by the individual Cities, supplemented by exchange of power and energy between the Cities. The
principal fuel Ming used Is natural gas with oil used only to a limited extent during periods when
problems of nahval gas delivery occur.
A-10
f
! The present natural gas contracts between the Cities and the Lone Star Gas Company provide a
}J supply of natural gas through 19,S4 at consistently increasing price levels. Tbs cost of natural gas to
the Cities in September, 1952, before taxes, was $4.02 per million Btu. Wellhead gas cost proje.tions
' oy Lone Star Gas Company plus estimated transportation costs result in au estimated cost to the
Cities for 1953 of $6.28 per million Btu, projected to further escalate to $7.40 her million Btu by
1987. Beyond 1997, the cost is likely to continue to increase in view of the scheduled price
deregulation and the prmi-.t indications of declining long-term reserves.
Existing City-owned units have a combimsd capability of approximately 927 MW, which will
be reduced to 917 MW in 1953, when Bryan is scheduled to retire 10 DIW of its capability. The load
forecasts of the Cities, when compared with the total City-owned generating capacity, indicates that
a capacity deficiency can be expected to occur, by 1956, without the additional power supply re-
sources being provided for by the Agency.
Power Requfrements and Resources
The estimated peak demand and et !rgy requirements of the Cities for the period 1953.1993, as
prepared by the Cities for the Agency, are shown in the following tables:
ESTIMATED PEAK DEMAND REQUIREMENTS(1)
Peek 0,M) Bryan Denton Garland Greenville Total(2)
1983 _ . 154 144 322 69 W.
1984 164 150 332 71 717
1985 179 156 348 74 757
19W 191 162 362 77 792
1987 203 168 381 81 833
1988 216 174 390 84 864
1989 228 181 398 87 894
1990 241 188 406 91 928
1991 254 196 414 95 959
1992 269 204 422 99 994
1993 284 212 430 103 1,029
Average Annual Grov th Rate 6.3% 3.9% 2.97o 4.1% 4.1%
(1) Twelve months ended Septeml: it 30.
(2) The Cities' peak demands are considered to be essentially coincidental.
ESTIMATED ENERGY REQUIREMENTS(1)
Eoergy (1,000 of MIVb) Bryan Denton Garland Greem-We Total
1983 634 580 1,413 299, 2,919
1984 684 603 1,454 303 3,044
1985 743 627 1,524 313 3,4.07
1988 797 652 1,585 325 3,359
1987 847 678 1,665 336 3,528
1988 897 701 1,707 348 3,653
1989 949 729 1,744 361 3,783
1990 1,002 758 1,779 374 3,913
1991 1,059 789 1,813 387 4,048
1992 1,119 820 1,850 401 4,190
1993 1,182 854 1,885 416 4,337
Average Annual Growth Rate . 6.417o Mo 2.970 3.617o 4.07o
(1) Twelve months ended September 30.
A-11
The load forecasts are based on factors that are considered significant by the particular City
preparing the forecast. The City of Garland has sioniFeantly lo.cered its load forecast since toe
Series 1982 Official Statement based on re-evaluatirm of actual customer usage over the last ten years.
Wbile sb!l projecting growth in the number of customers served, Carland is using a lowered per-
customer usage factor to estimate fubue energy requirements. The other Cities' fcrecasts also reflect
the national trend toward conservative forecasts of future load growth.
The following table sets forth the estimated loads and resources available to meet combined peak
demands of the Cities.
ESUMATED PEAK LOADS AND CAPACTrY RESOURCES
(DIW)
Cities
Combined
Peale Trans- Required Total
Require- mission Reserves Require- Cities Agency's Total
Year(1) meats Losses(2) (3) meats Resources Resources Resources Surplus
1983 689 21 103 813 917 390(4) 1,307 49+
1684 717 22 108 847 917 481(5) 1,378 531
1985 757 23 114 894 917 461 1,378 484
1986 792 24 119 935 917 532(8) 1,449 514
1987 833 25 125 983 917 532 1,449 466
1988 V 1 28 130 1,020 917 532 1,449 429
1989 . 894 27 134 1,055 917 532 1,449 394
1990 926 28 139 1,093 917 532 1,449 358
1991 959 29 144 1,132 917 532 1,449 317
1992 994 30 149 1,171 917 532 1,449 278
1993.......... 1,029 31 154 1,214 917 532 1,449 4.35
(1) Twelve months ending September 30.
(2; Assumed at 3% of load.
(3) A reserve requirement of 15c7o is required by the Electric Reliability Council of Texas, ('ERCOr)
a statewide utility coordinating group.
(4) Commercial operation of Gibbons Creek at 390 A1W.
(5) Commercial operation of Comanche Peak, Unit #1 at 71 NINV.
,8) Commercial operation of Comanche Peak, Unit #2 at 71 DIW.
Under an agreement origir ally signed in 1963 and amended in 1969, the Cities and Brazos
formed the Texas Municipal Power Pool ("TAiPP") for the purpose of pooling their generation and
transmission facilities. The Cities and Brazos are presently operating their generating units according
to a system of economic dispatch which is limited due to the inadequate capacity of ceri.in
transmission facilities. This dispatching arrangement is expected to coe'inue on an improved basis
as a result of certain SDRE Project facilities scheduled for completion in late 1983, and the
availability and use in base load status of the Agency generating capability presently under
construction. Utilization of present economic dispatch arrangements resulted in approximately
$1,576,000 in savings to the Cities for the eleven month period ended August 31, 1982. In order for
the Cites to achieve optimum benefits of economic dispatch in the future, arrangements have been
made to effectively provide for scheduling of the City-owned units in coordination with Agency
generation and to distribute the resulting savings to the Cities. Dispatching of the Cities' and the
Agency's generation will be accomplished through Garland's Energy Control Center. The Agency
has financed certain modifications to the Center, and has contracted with Garland to dispatch the
Agency's generation and to control the operation of the Agency's transmission facilities.
Since fuel is a major component of generating costs, lower fuel costs will make the use of the
Comanche Peak and Gibbons Creek Projects in base load status the most economically attractive
generation. The relative fuel cost levels per million Btu's forecast for 1988 are, as an example: lignite,
A-12
x
$3.10; nucl. ar $0.94; and natural gas W.S.S. It is thus expected that the capacity indicated as
i surplus in the above table will be in the units owned by the Cities. Although the Cities have t5e
authority to sell power from the capacity indicated as surplus, for the putpose of our studies, no
revenues from surplus sales have been assumed.
The Estimated Peak Load and Capacity Resources table above indicates that the presently
authorized generating Projects are adequate, together with utilization of City-owned units, to ripply
the combined loads of the Cities through 1993. Load flow studies also indicate that the transmission
facilities planned for construction and those available through mntr2ctual arrangements will be
adequate to allow the reliable delivery of poker from the Projects to the Citic
The Agency is a member of ERCOT, one of nine Regional Reliability Councils which essentially
encomprss all of the electric systems of the United States and part of Canada. ERCOT was formally
organized in 1970 to augment planning and coordination for improved reliability and adequacy of
the bulk power supply. The Agency is represented on the ERCOT Technical Advisory Committee
as well as on various subcommittees of E'RCOT.
Membership in ERCOT is available on a voluntary basis to any Texas utility engaged in genera-
tion, transmission or distribution of electric power. Present membership cor Asts of 24 municipalities,
50 cooperatives, one state agency and eight investor-owned companief. ERGOT has a permanent
regional staff that annually submits a formal repot to the appropriate Federal Agency dscribing the
coordinated bulk power supply programs This material is derived from members and is limited to
those having 25 MW or more of generation capability. The reports contain long-range load projections,
existing and future generation and transmission, loa-i flow studies and operating practices.
COST OF AGENCY POWER
The estimated cost of power supplied to the Cities from Agency units includes fuel and other
variable costs, fixed operation and maintenance expenses, imuranee, ndministrative and general
expenses, mats of using transmission facilities owned by other utilities, debt service and renewals
and replacements.
The estimated cost of energy from the Agency, the Gibbons Creek Project and the Comanche
Peak Project are as follows:
Comanche Peak Prof ett
Agency Energy(l) Gibbons Creek Project Energy(2) Energy(it)
Cast Cost Cost
Cost Safes Alots/ Cost S des Mills/ Ccst Sales Mills/
Ycar (4000) Mh kWh (loon) GWh kw5 (3000) GWh MYh
1983.......... 36,400 815 44.7 32,848 815 40.1 - - -
1884.......... 115,441 2,144 518 110,789 2,014 55.0 2,97-, 130 2d.0
1985 200,017 2,273 8:9 163,201 1,919 85.1 13,144 354 37.1
1988.......... 215,069 2,571 83.7 i07,197 1,608 92.5 34,167 763 44.8
1987 225,186 2,669 84.4 170,655 1,836 93.0 44,518 634 53.5
1988.......... 233,224 2,725 85.6 176,314 1,878 93.9 47,949 847 56.8
1989......... 241,372 2,774 87.0 183,793 1,931 95.2 49,928 844 59.2
1990....... 251,268 2,620 89.1 191,735 1,978 97.0 51,583 844 61.1
1991 261,202 2,889 91.0 200,458 2,025 99.0 53.291 644 63.2
1992.......... 272,211 2,916 93.4 209,694 2,069 101.3 55,349 847 85.4
1993.......... 284,949 2,962 93.0 219,971 2,118 103.9 57,419 $44 68.0
(1) From Table 1 of this Report, and assumes distribution I previous year's debt service coverage
surplus monf
(2) Cost of energy from the gibbons Creek and Comanche Peak Projects includes operating expenses,
renewals and replacements and the related portion of the debt service. These energy costs do
not include debt service coverage or account for distribution of the previous years surplus
monies resulting from the debt service coverage.
A•13
The actual costs for power and energy supplied by the Agency to the Cities will be determiacd
by the application of the rates and charges to be established by the Agency in accordance with terms
of the Power Sales Contract.
Sale of Surplus Pourer and Energy
The estimated cost of energy from the Agency Projects (see previous table) reflects utilization
of energy for meeting the power and energy requirements of the Cities, and does not consider
sales of surplus power and energy to other utilities in the area. The GCSES is, over the period of
study, operated at annual plant factors in the range of 50% to 609b, in serving the Cities' projected
loads. Accordingly. by operating the plant at higher plant factors, the Cities may have opportunities
to market varying amounts of energy that are surplus to their needs. Any sales of surplus power
and energy available to the Cities from the Agency Projects will reduce the cost to the Cities,
assuming sales at a markup over fuel costs, as a minimum.
Under the Power Sales Contract, the Cities are obligated to pay for all of the Agency's power
and energy resources and are entitled to call upon the Agency to deliver I00S1o of its net power and
energy to the Cities, subject to the obligation of the Agency to use its best efforts to dispose of any
available surplus over the amounts requested by the Cities.
The Cities and Brazos acting together as members of TMPP have jointly entered into an
agreement with West Texas Utilities Company ("WTU") for the sale by TMPP to WTU of specified
amounts of electrical power and energy during the years 1935 and 1988. This agreement, dated
April 14, 1982, provides for the sale of up to 150 111W of capacity to WTU by TMPP during calendar
year 1985, and, similarly, for the sale of up to 200 AIW during calendar year '_936. A'.1 payments
by WTU under this contract will be made to TMPP with the Cities participating in their allocable
share.
PRINCIPAL CONSIDERATIONS AND
ASSUMPTIONS REGARDING PROJECTED OPERATING RESULTS
The studies presented herein and the opinions which follow are based on certain assumptions
with respect to future conditions. While we believe the assumptions to be reasonable, we make
no representations that they will, in fact, occur. The principal assumptions are set forth below.
We have also relied upon: (i) information provided by TOSI; (ii) advice received from the Agencyfs
Financial Advisor regarding the Agency's financing program; and (iii) %formation provided by
the Agency in regard to the Gibbons Creek and SDRE Projects.
Our projections of the Agency's operating results for the period 1983 through 1993 are based on
the following considerations and assumptions:
1. The Gibbons Creek Project will commence commercial operation in March 1983.
2. The Comanche Peak Unit No. 1 will commence commercial operation in July 1984 and
Unit No. 2 will commence commercial operation in January 1986.
3. The generating units of the Agency and the Cities will be operated on a full economic
dispatch basis through a central dispatch center and coordinated with the overall operation of
the Companies.
4. The SDRE Project will have 4ei,r ervice capitalized for one year past the commercial
operation date of the first generating unit which, for purpose of this study, is the Gibbons
Creek Project
5. The estimated operating and maintenance ezpenes for the Gibbons Creek Project are
based on the following:
a) 1983 fixed operating and maintenance expenses tstimated at 418.20/kW year,
assumed to escalate at 7% per annum.
A•14
b) I9S3 variable operating and maintenance expenses estimated at 3.20 mills/k1Vh,
assumed to escalate at 75'c per annum.
6. The estimated production expense for lignite fuel, excluding Lignite Mine Development
Costs financed by the Agency, will be $2.07/[Btu in 1958 as developed from payment schedules
set forth in the Amendment to Phase III of Mine Management Services Contract, Gibbons Creek
Lignite Mine executed by the Agency and Navasota. Lignite fuel expense is assumed to escalate
at 7%15 per annum.
7. The estimated annual operating and maintenance expenses, excluding nuclear fuel and
decommissioning allowance, for the CPSES are as furnished by TUSI, and adjusted where
appropriate by us. A management fee, subject to certain limitations, equal to 5% of the
Agency's share of the annual production operating and maintenance expense is included.
8. The estimated production expense for nuclear fuel cost for the CPSES in 1986 will be
$0.94/11[Btu and $1.63/AIBtu in 1993. The estimated nuclear fuel costs are based on information
as furnished by TUSI. The estimated cost of fuel is based on a nuclear fuel cycle which does
not include any credit for recovered spent fuel but does include a cost allowance for permanent
disposal 3f spent fuel, although such costs are not sufficicotly known at this time to be accurately
determined. Also included in the Agency's annual costs for the nuclear units is an allowance for
decommissioning.
9. The transmission expenses include the cost of wheeling and fixed charges pursuant to the
Transmission Agreement, as amended, with the Companies and the estimated operation and
maintenance expenses on transmission and substation facilities ow;ied by the Agency. Trans-
mission expenses are assumed to escalate at approximately 6% per annum.
10. The annual nuclear insurance expenses are as provided by TUSI, escalated at 9.0%15 per
year. The estimated annual insurance expenses for the Gibbons Creek and SDRE Projects reflect
1983 budgeted amounts developed by the Agency.
11. The estimated Administrative & General expenses reflect 1983 budgeted amounts as
developed by the Agency.
12. The total principal amount of Bonds required to finance the acquisition and construction
of the Projects, after credit for interest earnings on monies deposited in the Reserve, Bond,
Contingency and Construction Funds, is estimated to be approximately $1,226,300,000 based
on the assumptions and considerations set forth in this Report under the section titled "Project
Financing."
13. The debt service requirements to be paid from operations include actual debt service
on the Outstanding Bonds and level debt service on the $76,30,000 Series I982A Bonds at an
average interest rate of 10.5% and final maturity in the year 2012. Interest assumed to be funded
on the Bonds includes interest payments for one year beyond each Project's commercial operation
date.
14. Annual provisions for renewals and replacement of equipment for the Gibbons Creek
Project, and the SDR> Project are estimated by us, assuming 35% of utility plant investment.
Annual provisions for renewals and replacements of equipment for the Comanche Peak Froject
are as estimated by TUSI and adjusted by us.
15. The surplus monies after payment of debt service and after deducting the provision
for renewals and replacements will be distributed to the Cities in the following year.
18. The present projections of the electric power and energy requirements by the Cities
as used herein will be substantially realized.
A-15
17. Each City will establish, maintain and collect such rates and charges from time to time
as necessary to provide revenues from its electric system sufficient to meet its obligations in
accordance with the terms of the Power Sales Contract.
18. No revenues will be received by the Agency from the sale of capacity and/or energy
presently indicated to be in excess of that required by City loads from 1983 through the end
of the study period, 1993.
OPINIONS
Based on our s'udies, reviews, analyses and assumptions as summarized herein, we are of the
opinion that:
1. Without additional power supply resources, the combined load of the Cities will be in
excess of their combined electric generating capacity starting in IM and continuing, in increasing
magnitude, thereafter.
2. The Agency's efforts with respect to developing additional generating resources and related
facilities for the near future have been and continue to be reasonable and appropriate for meeting
the power and energy requirements of the Cities.
3. The present estimated cost of construction of the Gibbons Creek Project and the
Comanche Peak Project appear reasonable, taking into consideration the present st^'us of corr-
pletion of the Projects.
4. The cost of power from the Gibbons Creek and Comanche Peak Projects continues
to be economically attractive over the period of study when compared to that which could
be anticipated from City-owned units using natural gas (or oil), if available, at an average
efficiency.
5. The Cities' estimates of loads furnished for this report continue to reflect a more con-
servr.tive overall rate of growth than previously projected but also continue to indicate a
need for the Projects to meet future loads of the Cities and to reduce dependency on natural
gas as a basic fuel.
8. Operating forecasts prepared by the Cities are reasonable and, based on such forecasts, the
Agency will have the ability to meet its obligations during each fiscal year of the forecast period.
7. The Agency's proposed transmission system and those transmission facilities available
under provisions of existing contractual arrangements with the Companies and HUP will
be adequate to provide for delivery of Agency power from the Projects to the Cities and for
operation of the Cities' rerources in conjunction with those of the Agency on an economic
dispatch basis.
8. The rapid cost increases of natural gas and oil, both historical end forecast, provide
substantial incentive for the Agency to develop generating units which are capable of using
lower-cost alternative fuels.
9. The acquisition and construction of the Gibbons Creek Project and the Comanche Peak
Project within the context of the power supply program described herein are feasible.
We bane reviewed the Official Statement and, in our opinion, the information presented therein,
which is taken fron our report or which otherwise is attributed to us is accurately presented.
Respectfully submitted,
R. W. BECK AND ASSOCIATES
A-I6
TABLE 1
TEXAS MUNICIPAL POWER AGENCY
ESTIMATED ANNUAL OPERATING RESULTS
AND ESTIMATED COST OF POWER TO THE CITIES
1 (1100)
1983 1961 1985 1986 _ 1987 1988 1989 1990 111,211 1992 1993
Operating Revenues
from Sala
to (sties: 936,400 71123,034 1209,868 9242,870 $257,190 $265,602 $273,888 $262,622 9292,158 $302,508 $313,825
Operating Deductions
Production Expenses:
Fuel _ _ 15,842 42,705 44,932 50,096 55,657 61,392 67,289 73,648 80,366 87,714 95,691
Operating and
Maintenance 8,938 18,821 20,593 22,543 94.778 28,581 28,526 30,621 32,930 35,404 38,123
Fixed Com-
Mining SWAM %400 SAM 8.800 6,800 8,800 6,800 6,800 6,800 6,800 8,600 6.800
Total Production
Expenses 28,180 68,326 72,327 80,039 87,235 !4,753 102,615 11],069 120,096 129,916 140,614
Noo-prcductlon
Expeamm
Tmns bdm
Operation and
Maintenance 3,900 8200 8,700 9,200 9,700 10,300 10,800 11500 13,200 11,900 13,600
lnnnaoce 2,000 4,406 51118 3,493 5,772 6,160 6,455 8,639 7,271 7,6% 8,130
Administrative
and Crowd 1,320 4,420 4,620 4,920 5,220 5,520 5,970 6,320 8,720 7,120 7,620
Nodes
Dwommissboing 0 23 46 126 128 125 1?6 126 120 126 120
Pahl No-production
Expenses 8,220 17,051 18,584 19,738 20,618 22,106 23,30[ 24,605 26,318 27442 29,476
Total Operating
Deductions 36.400 83,377 %..911 99,777 108,053 116,859 125,916 135,874 146,414 157,760 170,090
Net Operating
Revenues 0 39,357 118,V 143,102 149,137 148,743 147,752 146,748 145,744 144,748 143,735
Plus: Interest Income 8,900 1Sw 17,000 14,000 14,000 15,000 16,000 17,000 18,000 19,000 20,000
Total Avallable
for Debt
SftMm SAW 54,857 135,957 157,101 183,137 163,743 183,752 163,748 163,744 163,748 163,735
Debt Setvkc:
oubtuxibit
Rands 690 40,189 99,771 113,823 117,526 117,523 t17AN 117,527 117,524 117,527 117,517
Series 1982A
Bonds 0 1.855 4,811 7,025 7,964 8.433 8,433 8,433 8,433 8,433 8,433
Total e90 4044 104,582 120,848 123,490 135,958 L25,961 125,960 125,957 115,960 135,950
Coverage of Debt
Service 11,90 1.30 1.30 1.4 1.30 1.30 1.30 1.30 1.30 1.30 1130
balance of
Ramon 8,910 12,813 31,375 3011 37,647 37,7;7 37,189 37,7!18 37,787 37,788 37,785
L.Am Renewals CA
Replacements B17 $761 3,565 4.130 SAN 5,491 8,435 5,839 7,490 8,111 9,003
Net Raveaus
Available fa
Other Purposes 7,593 9,851 17,610 31 44 32,378 33,298 31,354 30,956 30897 29,576 28,781
Cat of Power to
CNN
Opavidne
Annuea from
Sala to ClUm 36,400 133,034 209,868 242,879 357,190 165,601 173,648 282,612 292,158 303,505 313,815
Las Prior Yam
Revem"
Availab4 for
Otiw
Ptvpomm(1) 0 7,893 9,651 _ 27.810 31,004 31,378 32,296 31,354 30,836 30,197 29,576
Cast of Agency r
Power to tLs
7Le 35,400 115,441 100,017 915,009 215,188 233,924 241,372 351,166 181202 272,911 184,949
Sdw of Agency
Power (CHID) . 815.1 U43-11 $373.1 1,510.9 1,669.3 2,7143 1,774.4 1,820.1 2,860 1,915.7 1,961.5
Cat of A" M
Pones
(Wd6/XWH) 41.7 53.8 P8.0 93.7 84.4 851 87.0 89.1 91.0 93.4 96.0
(I) Them amounts, if not required for other purposes, will be rebated by the Agency to the Cities.
A-17
[THIS PACE INTENTIONALLY LEFT BLANK]
APPENDIX B
t
Cities' Utility Systems
Condensed Balance Sheets
The following balance sheets for the Cities of Bryan, Denton, Garland and Greenville,
Texas, have been condensed from each City's audited financial statements by the Agency and
reviewed by each of the Cities. However, these financial statements have not been examined by
independent public accountants and are incomplete in that relevant footnotes, Income state-
ments and statements of changes in financial position are not presented as would be required
for a presentation in accordance with generally accepted accounting principles.
CITY OF BRYAN, TEXAS
UTHM FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1978 1979 1980 1981 1982
Current Assets:
cash s 1,506 $ 4% ; 555 $ 558 $ 828
Accounts Receivable (Net of Allowance
for Uncollectible Accounts) 3,859 4,433 5,069 4,830 8,342
Accrued Interest Receivable 127 89 171 265 299
Due from Rural Electric Division 57 58 62 146 424
Due from Other Funds 14 23 26 109 36
Investments - 1,635 800 1,410 -
Inventory of Fuel Oil, Supplies 763 813 912 1,743 2,512
Prepaid Expenses 3 3 3 10 8
Total Current Assets 6,329 7,548 7,398 8,889 12,447
Restricted Assets;
Cash 779 2,427 867 3,313 5,381
Investments 9,891 7,848 7,240 9,052 13,736
Accrued Interest and Other Receivables. 5 5 - 69 65
Total Restricted Assets 10,675 10,078 8,107 12,434 19,182
Deferred Charges 165 159 7 37 103
Fixed Assets:
Property, Plant and Equipment 77,930 82,533 86,534 92,001 102,324
Less Accumulated Depreciation 15,061 19,535 20,098 22,867 25,782
82,869 84,998 66,436 69,134 78,542
Total Assets $80.038 $82,783 $81,948 $90,474 $108,274
(Not examined by independent public accountants).
B-S
CITY OF BRYAN, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES, RESERVES, CONTRIBUTIONS AND RETAINED EARNINGS
Sept 30, Sept. 30, Sept. 30, Eept. 30, SepL 30,
1978 1979 1980 1981 1982
Current Liabilities (Payable from
Current Assets):
Accounts Payable $ 2,816 $ 3,146 $ 2,101 $ 2,363 'i 3,725
Dui to Rural Electric Division 83 39 58 - -
Due to Other Funds 169 232 256 487 1,908
3,nu~ 3,4'.7 2,425 2,850 5,633
Current Liabilities (Payable from
Restricted Assets):
Matured Bonds and Coupons Payable 719 2,353 804 3,246 5,228
Revenue and Tax Bonds due within
one year 1,493 1,573 1,185 1,494 1,670
Interest Payable Thereon 731 717 1,060 931 1,277
Customer's Deposits 475 544 658 1,047 1,425
Accounts Payable for Construction 290 287 96 317 502
Contractors' Funds Withheld 257 444 92 201 333
Due to Other Funds - - - 36 2
3,965 5,918 3,895 7,272 10,437
Revenue and Tax Bonds Payable (Net of
Current Portion) 51,283 49,690 44,190 45,698 53,846
Total Liabilities 55,296 59,025 50,500 55,818 69,916
Reserves for Debt Service, Contingencies,
Emergenpies and Encumbrances 3,785 4,954 6,444 5,556 6,148
Contributions 4,145 4,458 5,181 6,269 7,534
Retained Earnings 13,812 14,348 19,823 22,831 24,676
Total Liabilities, Reserves, Contributions
and Retained Earnings $80,038 $82,783 $81,948 $90,474 $108,274
(Not examined by independent public accountants).
B3
CITY OF DENTON, TEXAS
ELECTRIC SYSTEM FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
SepL 30, SepL 30, SepL 30, SepL 30, SepL 30,
1978 1979 1960 1981 1982
Current Asset;
Equity in Pooled Cash 1,428 S 1,424 $ 1,761 ; 843 $ 785
Time Deposits and Accrued Interest 5,047 6,112 5,003 4,336 2,184
Accounts Receivable (Net of Allowance for
Uncollectible Accounts) 3,898 4,180 5,099 5,296 7,640
Due from other funds 13 24 1 46 56
Inventory of fuel 973 1,005 1,289 1,423 1,407
Prepaid Expenses 47 36 36 42 34
Total Current Assets 1I,406 12,761 13,188 11,986 12,106
Restricted Assets:
Cash 125 3 12 - 62
Time Deposits and Accrued Interest 212 213 4,557 5,759 7,156
Due from other funds - - 3 3 -
Investments and Accrued Interest 3.009 3,652 - - 2,548
Total Restricted Assets 3,346 3> M 44,572 5,762 9,766
Utility Plant:
In Service and Construction in Process 45,522 46,724 47,987 50,940 47,842
Less Accumulated Depreciation 19,045 20,440 21,768 23,217 20,506
26,497 28284 26,199 27,725 27,335
Investment in Internal Service Funds 181 181 206 344 537
Total Assets $41,430 543.094 $44,165 545,815 $49,747
(Not examined by independent public accountants).
B4
t CITY OF DENTON, TEXAS
ELECTRIC SYSTEM FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES AND SYSTEM EQUITY
Sept. 30, Sept. 30, SepL 30, Sept 30, SepL 30,
Current Liabilities (Payable from 1978 1979 1980 1981 1989
Current Assets):
.
Accounts Payable . . . . . . . . . . . 5 1,534 5 029 $ 104 $ 2,117 1,747
Accrued Liabilities 126 145 182 183 164
Due to Other Funds 258 305 142 65 155
Customers' Deposits 232 187 118 126 169
2,150 2,646 2,246 2,491 2,235
Current Liabilities (Payable from
Restricted Assets):
Bonds Payable Within One Year _ _
Accrued Interest . . . . . . . . . . 348 345 345 529
Accounts Payable 83 30 3 154 2
Due to Other Funds 5 25 12 60 34
692 491 360 559 565
Bonds Payable (Net of Current Portion
and Unamortized Debt Discount) 18,905 I8,917 18,929 18,941 22,953
System Equity:
Reserves £,573 2,548 2,548 2,548 2,548
Unrealized Increment in Valuation of
Utility Plant in Service 1,737 1,454 1,170 887 -
.
Contributions . . . . . . . . . . 170 213 444 465 464
Retained Earnings 15,2(5 16,915 18,468 19,924 21,982
19,683 21,130 22,830 23,824 24,594
Total Liabilities and System Equity $41,430 543,094 185 545,8I5 $49,747
(Not examined by independent public accountants).
B~
I
CITY OF GARLAND, TEXAS
ELECTRIC, WATER AND SEWER FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, SenL 30, Sept. 30, Sept. 30, Sept. 30,
1978 1979 1960 1991 1982
Current Assets:
Cash $ 245 $ 54 $ - $ 56 $ 163
Investments 1,276 3,263 - - 2,137
Accrued Interest . - 68 - - -
Accounts Receivable (Net of Allowance for
Uncollectible Accounts) . 7,948 9,229 12,016 14,506 13,808
Inventories 4,057 4,874 6,767 7,393 5,898
Prepaid Expenses 138 109 127 106 113
Due from other funds 4,661 1,038 706 282 1,249
Total Current Assets 18,325 18,835 19,676 22,343 23,368
Restricted Assets:
Cash 1,491 2,104 2,719 3,101 2,814
Investments and Accrued Interest 12,144 12,827 12,487 9,538 14,416
Federal Grants Receivable 1,783 1,783 1,783 - -
Due from (to) other funds (4,661) (1,068) (706) (282) (1,249)
Total Restricted Assets 10,757 15,676 18,283 12,357 15,981
Fixed Assets:
Property, Plant and Equipment . 186,723 197,872 215,786 227,288 238,994
Less Accumulated Depreciation 33,720 38,866 44,143 49,762 55,719
Total Fixed Assets 153,003 159,006 171,643 177,526 183,275
Total Assets . $182,085 $193,317 $207,602 $212,226 $222,621
(Not examined by independent public accountants).
B$
CITY OF GARLAND, TEXAS
+ ELECTRIC, WATER AND SEWER FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
LIABILITIES, CONTRIBUTIONS AND RETAINED EARNINGS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1978 1979 1980 1981 1982
Current Liabilities (Payable from Current
Assets):
Accounts Payable & Arerued Liabilities $ 7,750 $ 7,952 $ 6,423 $ 7,793 $ 9,665
General Obligation Bonds Payable 155 161 162 163 168
Accrued Interest Payable 18 14 12 10 5
Customers' Deposits 696 769 783 1,038 1,164
Due to Other Funds 2,469 1,214 4,012 6,42.5 1,639
11,086 10,110 11,392 15,429 12,645
Current Liabilities (Payable from Restricted
Assets) :
Bonds Payable within one year 2,785 3,075 3,360 3,795 3,980
Accrued Interest 374 467 832 446 765
Accounts Payable 238 1,996 485 643 238
Accrued 'iabilities 7 5 16 14 10
Due to Feral Government 69 136 190 - -
3,473 5,679 4,883 4,898 4,993
Bonds Payable (Net of Current Position) 80,961 86,212 92,692 88,736 94,791
Construction Contracts Payable 274 428 346 485 285
Total Liabilities 95,794 102,429 109,313 109,548 112,714
Contributions 43,058 44,119 47,110 47,553 49,370
Retained Earnings 43,233 46,769 51,179 55,125 60,541
Total Liabilities, Contributions and Retained
Earnings $182,085 $193,317 $207,602 $212,226 $222,624
(Not examined by independent public accountants).
B-7
CITY OF GREENVILLE, TEXAS
UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
ASSETS
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
IKS 1979 1980 _ 1981 1988
Current Assets:
Cash (Including Time Deposits) $ 1 $ (500) $ 1,758 $ 706 $ 12
Accounts Receivable (Net of Allowance
for Uncollectible Accounts) 1,838 2,077 2,835 2,625 2,737
Inventories . 1,075 1,240 1,303 1,389 1,270
Prepaid Expenses - 27 33 47 51
Due from other funds 28 - 115 - -
Total Current Assets 2,940 2,844 6,042 4,787 4,07G
Restricted Assets:
Cash (Including Time Deposits) 5,870 4,400 5,341 2,985 4,727
Interest Receivable - 8 38 104 200
Due from other funds 92 - (80) - -
Accounts Receivable - - - _ 238
Total Restricted Assets 5,692 4,408 5,297 3,089 5,163
Fixed A, -.ets:
Property, Plant and Equipment . 40,195 44,152 46,957 50,177 52,424
Less Accumulated Depreciation 14,571 15,643 16,713 17,655 19,031
Total Fred Assets 25,824 28,509 30,244 32,522 33,393
Total Assets $34,526 $35,781 $41,583 $40,378 $42,626
(Not examined by independent public accountants).
B$
CITY OF GREENVILLE, TEXAS
t UTILITY FUND
BALANCE SHEETS
At Dates Indicated
(Amounts in Thousands)
} LIABILITIES, RESERVES, CONTRIBUTIONS AND RETAINED EARNINGS
i
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
J 1978 1979 1980 1981 1982
Current Liabilities (Payable from Current
Assets):
Accounts Payable $ 657 $ 636 $ 1,058 $ 1,092 $ 1,365
Accrued Liabilities 70 38 88 111 64
Customers' Deposits . 205 224 231 327 387
Due to Other Funds 377 383 334 202 1,598
1,309 1,281 2,709 1,732 3,914
Current Liabilities (Payable from Restricted
Assets):
Bonds Payable within one year 498 630 270 355 355
Matured Bond Coupons 12 7 258 - -
Accrued Interest 68 29 - 21 166
Accounts Payable MI. 448 356 183 -
B39 1,114 882 559 521
Bonds Payable (Net of current portion) 26,190 25,560 24,610 24,255 28,200
Reserves 3,948 3,145 2,738 2,589 4,642
Contributions 884 3,038 4,884 5,209 5,666
Retained Earnings 1,358 1,623 8,760 6,034 2,183
Total Liabilities, Reserves,
Contributions and Retained Earnings $34,526 $35,761 $41,583 $40,378 $42,626
(Not examined by independent public accountants).
B-9
[THIS PACE INTENTIONALLY LEFT BLANK]
l
I
r
i
APPENDIX C
Agency Financial Statements
Included herein are the financial statements and AudhorO Report of the Agency for the
focal years ended September 30,1889 and 1981.
Deloitte
Haskinslells
One Main Place
Dallas. Texas 75250
(214) 748-6601
Telex 732648
AUDITORS' REPORT
The Board of Directors
Texas Municipal Power Agency:
We have examined the balance sheets of Texas Municipal
Power Agency (A Development Stage Enterprise) as of
September 30, 1982 and 1981 and the related statements of
operations and retained earnings (deficit) accumulated
during the development stage and of changes in financial
position for the years then ended and cumulative from
inception (July 1975) to September 30, 1982. Our
examinations were made in accordance with generally
accepted auditing standards and, accordingly, included
such tests of the accounting records and such other
auditing procedures as we considered necessary in the
circumstances.
In our opinion, such financial statements present fairly
the financial position of Texas Municipal Power Agency at
September 30, 1982 and 1981 and the results of its
operations and the changes in its financial position for
the years then ended and cumulative from inception (July
1975) to September 30, 1982, in conformity with generally
accepted accounting principles applied on a consistent
basis.
Allooet 4~ #J4111
December 15, 1982
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TEXAS MUNICIPAL POWER AGENCY
(A Development Stale Enterprise)
STATEMENTS OF CHANCES IN FINANCIAL POSITION
FOR THE YEARS ENDED SEPTEMBER 30, 1962 AND 1961
AND CUMULATIVE FROM INCEPTION (JULY 1975) TO SEPTEMBER 30. 1982
1982 1981 CUMULATIVE
• SOURCES OF WORKING CAPITAL:
Net income 8 336,000 f 301,000 = 797,000
De precistion and amortisation ~19 ODD 19 000 1S0 000
WOrktn{ ca Sealprovided by operations 3)5U - OpQ - 947?ODp
Pr pier 6f of revenue bonds 300,000,. 320M
000 1,160,064,000
Increase (decrease) in notes payable,
excluding current instalments (320,0001 298,000 2,345,000
Proceeds from sale of equipment 2S,359,000 _ 25,559,000
TOTAL 5325.594.000 6 616.000 81.188.915.000
USES OF WORKING CAPITAL:
Additions to electric plant in service 5 48,000 S 1,236,000
Additions to construction work in progress 8215, 704, ODD 161,523,000 790,170,000
Additions to nuclear fuel 1,873,000 661,000 7,845,000
Increase (decrease) in net restricted ■ssete 99,745,000 (182,187,0001 351,412,000
Borrowing costs 7,216,000 825,000 25,750,000
Current instalments of revenue bonds 690,000 690,000
Disc butions to participating cities 788,000 821,000
Refunding of revenue bonds, Series 1975 10,625,000
Increase (decrease) in working capital (422,000) 348.000 366000
TOTAL 1325.594.000 5 16 8.000 81.188.915.000
CHANCES IN COMPONENTS OF NET RESTRICTED ASSETS:
Increase (decrease) to restricted assets:
Cash, investments and special deposits 8 98,$30,000 ;(176,889,000) 6 381,318,000
Accrued interest 3,531,000 (1,981,000) 7,800,OC)
Accounts receivable end advance payments
to contractors 1,005,000 (1,001,(>00) 1,752,000
Due from unrestricted funds 346 000 346 000
Total -nT. Tm -TZ7q:E7s~pD1 -~9SjiT6;ODII
Increase (decrease) in liabilities payable
from restricted assets:
Current instalments of long-term debt 765,000 53,000 1,125,000
Accounts and retoinage payable 2,462,000 (2,000) 28,123,000
Accrued compensation and Talated benefits 4,000 446,000 450,000
Accrued and matured interest 564,DDO 2,487,000 10,106,000
Due to current assets (128 000) (66 000)
Total 77T.HZ fiSif 7 Vi8 sOdII - gII~06II
Increase (decrease) to net restricted assets ~~9 =745.000 St182.787.000) 8 351.412.000
IF CHANGES IN COMPONENTS OF WOFKINC CAPITAL:
Increase Idecrease) in current assets:
f Cash and investment 8 904,000 6 166,000 f 2,068,000
Account receivable end other 142,000) 35,000 19,000
Due from restricted assets 4129 0001 X610061 'zmal.00II
Total
Increase (decrasae) in liabilities payable
from current assets:
Accounts payable 610,000 133,000) 1,375,000
Accrued compensation and related benefits 1182,0001
Due Total to restricted funds '~~OII t4 MUM) 1.7T1"t00
Increase (decrease) in working capital 5 (422.000) 1 348.000 8 366.000
Bee notes to financial statements.
E C-5
TEXAS MUNICIPAL POWER AGENCY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. GENERAL
The Texas Municipal Power Agency (TMPA) was created in
July 1975 by concurrent ordinances of the Texas cities
of Bryan, Denton, Garland and Greenville (Cities)
pursuant to Chapter 166, Acts of the 63rd Legislature
of Texas, Regular Session, 1973 as amended by Chapter
143, Acts of the 64th Legislature, Regular Session,
1975 (Act). Under the provisions of the Act, TMPA is a
separate municipal corporation, a political subdivision
of the State, and bodl politic and corporate.
In September 1976, TMPA entered into identical power
sales contracts with each of the Cities for the purpose
of obtaining the economic advantages of jointly
financing, constructing and operating large electric
generating units and related facilities to supply the
Cities' future energy needs. The Cities, under the
power sales contracts with TMPA, are required to pay,
for the benefits received or to be received by them
from such activities, an amount sufficient to pay
TMPA's operating and maintenance expenses and the Bond
Fund, Reserve Fund and Contingency Fund requirements of
the Revenue Bonds.
2. NATURE OF DEVELOPMENT STAGE ACTIVITIES
TMPA is undertaking, as projects approved by the Cities
on August 27, 1976 and June 13, 1978, respectively,
construction of the Gibbons Creek Steam Electric
Station, a lignite-fueled generating plant located in
Grimes County, Texas with a net generating capability
of 390MW, and acquisition of a 6.2% ownership interest
in the construction of the Comanche Peak Plant, a
nuclear-fueled generating plant being constructed by a
subsidiary of Texas Utilities Company (see Note 4). In
addition to these projects, TMPA is planning or under-
taking a number of "Systems Development and Reliability
Expenditures" which primarily relate to transmission
and communication facilities.
C-6
The total financing requirements for the above-mentioned
projects upon completion (after giving effect to the
sales of equipment described in Note 9) are estimated by
TMPA as of September 30, 1982 as follows:
Construction costs:
Gibbons Creek:
Steam electric station $ 41895289000
Lignite mine 82,9459000
Transmission facilities 48 658 000
Comanche Peak 18853760000
Systems development and reliability
expenditures 84,9929000
Reserve and contingency funds required
by Bond Resolutions 1239776,000
Net interest 23952339000
Other 39,7921000
Total $12226.300.000
Upon completion of the sale of $76,300,000 of Revenue
Bonds in November 1982, as described in Note 10, the
above financing requirements have been met.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Electric Plant - Electric plant is stated at historical
cost. uc cost includes payroll related costs such as
t taxes and employee benefits, general and administrative
costs, and an allowance for funds used in projects.
Certain facilities, primarily transmissic,~ facilities,
have been or will be completed prior t:, the completion of
any generating plant. These completed facilities will
remain classified as construction work in progress until
placed in service At September 30, 1982, construction
work in progress included $40,383,000 of such completed
facilities.
The cost of lignite rights are included in construction
work in progress and amounted to $26,759,000 at
September 30, 1982. Lignite rights include the costs of
all preliminary and exploration studies, leasehold or fee
acquisitions, delay rentals and advance royalties.
Federal Income Taxes - Any income of TMPA, a political
subdivision ot e tate of Texas, is exempt from Federal
income tax under Section 115 of the Internal Revenue Code.
Allowance for Funds Used in Prolects - TMPA has
capitalized to a ectr c p ant the net cost of borrowed
funds used during the period of construction. The net
cost of borrowed funds includes amortization of bond
discounts, premiums and borrowing costs, security gains
and losses, and interest expense net of interest income.
C-7
Depreciation - Depreciation of electric plant in ser-
vice is calculated by the straight-line method using
the following rates:
Transportation 33%
Furniture and fixtures 20%
Electric plant leased to others 5%
Intangible plant 3%
Revenue Bonds - Issuance costs, discounts, and premiums
of-Revenue Bonds are being amortized by the sinking fund
method over the period of the related maturities.
Reclassifications - Certain amounts in the prior finan-
cial statements-Have been reclassified to conform with
the 1.982 financial statement presentation.
4. ACQUISITION OF INTEREST IN COMANCHE PEAK
In January 1979, TMPA executed the Joint Ownership
Agreement (Agreement) to acquire a 6.2% undivided
ownership interest in the Comanche Peak Steam Electric
Station. The project consists of two 1,150MW
nuclear-fueled pressurized water-reactor steam electric
units (scheduled for completion in 1984 for Unit 1 and
1985 for Unit 2) together with associated nuclear fuel, a
switchyard, substation, railroad spur and reservoir.
It also includes an interest in a certain associated
transmission line.
Under the terms of the Agreement, TMPA is obligated to
pay 6.2% of all future (i) construction costs, (ii)
nuclear fuel costs, and (iii) operating costs (after
the station is placed into commercial operation) plus a
management fee of five percent of its pro rata share of
operating costs and fuel costs (subject to certain cost
escalation limitations). Subject to certain opera-
tional exceptions, TMPA is entitled to receive 6.2% of
the net power output that the station is capable of
producing at any given time.
The Atomic Energy Act of 1954 requires the issuance by
the Nuclear Regulatory Commission (NRC) of operating
licenses for the Comanche Peak Station. The applica-
tion for the operating licenses for both units was
docketed with the NRC on April 25, 1978. Operating
licenses will not be issued for the Comanche Peak
Station under present NRC regulations unless various
proceedings have been successfully concluded before the
Atomic Safety and Licensing Board and the NRC, in-
cluding an independent review of the piping and pipe
support systems by the NRC which is scheduled for
completion in early 1983. TMPA can give no assurance
that such operating licenses wtll be issued. If an
C_8
operating license has not been issued by the time Unit
1 is ready for fuel loading, costs will increase and
the commercial operation date will be delayed.
5. RESTRICTED ASSETS
Restricted assets presented in the accompanying balance
sheets include those assets comprising the Bond,
Reserve, Contingency and Construction Funds which are
established and maintained pursuant to the Bond
'esolutions of TMPA. All assets in the Bond Fund and
substantially all assets in the Reserve Fund are avail-
able only to meet the principal and interest payments
on the Revenue Bonds. Assets in the Construction Fund
are available primarily for the payment of construction
and acquisition costs of those projects described in
Note 2. The aggregate amount of assets in each of
these funds as of September 30, 1982 and 1981 is as
follows:
September 30,
1982 1981
Bond Fund $128,5919000 $ 607339000
Reserve Fend 114,9099000 819316,000
Contingency Fund 290459000 21041,000
Construction Fund 1453671,000 197,714,000
Total $39112163000 $28738043000
TMPA has purchased investment securities under repur-
chase agreements whereby TMPA will resell, at its cost
plus accrued earnings, specified amounts of the securi-
ties on or before specified dates. The securities are
primarily obligations of the United States Treasury,
the Federal Home Loan Mortgage Corporation, the Govern-
ment National Mortgage Association, and the Federal
Home Loan Bank. At September 30, 1982, TMPA had
repurchase agreements bearing interest at rates ranging
from 9.5% to 13.55% with resale dates in October and
November 1982.
United States Government and Government Agency obli-
gations include United States Treasury bills and notes
and securities issued by the Federal Home Loan Bank,
the Federal Land Banks, and the Federal National
Mortgage Association. The securities bear interest at
rates ranging from 7.3% to 16.5% and mature at various
dates between October 1982 and April 1991. The secu-
rities are stated at amortized cost which, in the
aggregate, is not materially different than market.
TMPA intends to told these securities to maturity.
C-9
6. REVENUE BONDS
TMPA has five issues of Revenue Bonds outstanding,
summarized as follows:
Range of Earliest
Maturing Interest Rates Redemption
Series From To From. To Date
1976 1983 2011 5 % 6 3/8% 1986
1978 1944 2011 5.35 7 1988
1979 1985 2012 5 1/2 7 1989
1980 1985 2012 6 9 1/4 1990
1982 1986 11012 9 1/2 14 5/8 1997
The Bonds are payable solely from, and are collat-
eralized by an irrevocable first lien on, the net
revenues of TMPA and the fundG established by the Bond
Resolutions, subject to the payment of operating and
maintenance expenses from woney on deposit in the
Revenue Fund.
Annual debt service requirements as of September 30,
1982 are summarized as follows:
Principal Interest Total
Year Endingg
September 30:
1983 $ 690,000 $ 104,941,000 $ 105,6319000
1984 4.2159000 1049906,000 109,1219000
1985 1132709000 104,6839000 1159953,000
1986 13,455,000 10490549000 1179509,000
1987 14,3009000 103,2269000 117,5269000
1988 - 2012 11106,070,000 19754,7241000 2,860,794,000
Total L1.1.000 2.276.5 $3.426.534.000,
7. NOTES PAYABLE
The Act permits TMPA to issue non-negotiable purchase
money nctes payable in instalments (collateralized by
the properties being acquired) in order to acquire land
or fuel resources. The costs of the property and
investments collateralizing the notes approximated
$7,269,000 as of September 30, 1982.
8. RETIREMENT PLAN
TMPA has a retirement plan covering substantially all
its employees. The plan is structured so that 'TMPA con-
tributes 10% of gross wages to a fund for participants.
Employees may contribute an additional amount up to 10%
from their earnings on a voluntary basis. Interest is
C-l0
earned on each individual's account until retirement or
termination. The employee becomes a vested participant
after six months of service. Retirement plan costs for
1982 and 1981 were $485,000 and $251,000, respectively.
9. COMMITMENTS
In connection with the projects and activities des-
cribed in Note 2, TMPA has outstanding contracts for
oods and services which aggregate approximately
687,000,000 as of September 30, 1982 of which
approximately $53,000,000 has been expended.
In or r to obtain certain property and confirm certain
righL., necessary to complete the Gibbons Creek Steam
Electric Station, T14PA has made certain payments to
Grimes County and three school districts during the
years 1978 through 1982. The Agency has agreed to make
additional annual payments, subject to adjustment as
specified in the agreement, at the rrte of $520,000 per
year, as long as the Gibbons Creek Un'.t No. 1 is in
operation. The estimated total payments remaining to be
made by TMPA under this agreement are approximately
$15,100,000 as of September 30, 1982.
TMPA has entered into a mining services contract with
Navasota Mining Company (Navasota; to operate the
lignite mine at the Agency's Gibbons Creek Steam
Electric Station. Under an option provided in the
4 contract, TMPA elected to have Navasota provide the
major mining equipment to be used in the operation of
the mine and sold its interests in two partially
completed draglines and a coal conveyor system at cost
to Navasota for $61,709,000 ($25,559,000 sold in April
1982 and $36,150,000 sold in October and December
1982). Concurrently with the sales, Navasota sold the
equipment to third parties and entered into lease
agreements with such third parties. Under the mining
contract, TMPA is obligated to make minimum payments
equal to the costs incurred by Navasota under its lease
agreements for the draglines and the conveyor system.
The aggregate amount of required payments at September
300 1982 (after giving effect to the sales of the
equipment to Navasota in October and December 1982) is
as follows:
Year ending September 30:
1983 $ 6,6919000
1984 6,686,000
1985 696869000
1986 6,686,000
1987 61686,000
Later years 133,126,000
Total $166,561.000
a3 C-11
The above amounts are subject to escalation under
various circumstances as stipulated in the mining
contract. In addition, TMPA is required to pay
additional amounts dependirg upon the levels of mining
activity. The mining contract can be terminated by TMPA
at any time subsequent to the expiration of an initial
six and one-fourth year period and by Navasota at the
expiration of the initial period or at the end of any
successive five year period thereafter. r
10. SUBSEQUENT EVENTS
In November 1982, TMPA sold $76,300,000 of Revenue
Bonds. The bonds range in maturity from 1986 to 2012
subject to redemption on or after September 1, 1992.
Interest rates of the bonds range from 7-1/2x to 10-3/4%
depending on the maturity date.
C-12
EXHIBIT I
PROPOSED FORM OF OPINION OF BOND COUNSEL
DUMAS, HUGUENIN, BOOTHMAN bT MORROW FULBRIOHT &JAWOA9R1 OFFICES
1001 6RYAN TOWER. 6y1T[ 1400 RANK DI THE fOUTN WE{T •Un DIMD LANDMARK 11VI101140. WISE 200
HOUSTON, TEXAS 71009 70S UST HOUSTON AVENUE
DALLAS, TEXAS 75201 TELEPHONE hl 651 541 SAN ANTONIO, TEXAS 78205
TELEPHONE 12141 969 0969 TELEX 16 alto TELEPHONE, W 514 SUS
1150 CONNECTICUT AV[.N W 200, RRrk% TOWER
WASHINGTON, DC 40034 SUIT[ 1400
LANDMARK 6UILDINO, SUIT[ 200 1EL[PHON[4021452 0800 DALLAS, TOMS 75101
705 [AST HOUSTON AVENUE TELEX N 2802 TELEPHONE 11441149 1066
SAN AN70N10, TEXAS 762,)3 AMERICAN BANK TOWER, SUIT[ 1740 25T. JAMES'$ PLACE
TELEPHONE 13 21 224-5622 tt1 WEST SIXTH STREET LONDON, SWIR IMP
AVSTIN,TEKAS 76701 TELPNo Nt ~011629-120)
TELEPHONE 51214745201 TELtR 29310
WE HAVE EXAMINED certified proo.eeeings, including the Resolution (the "Road Resolution"),
adopted by the Board of Directors of the Texas Municipal Power Agency (the "Agency"), a municipal
corporation, political subdivision of the State of Texas, and a body politic and corporate, duly created
and validly existing pursuant to the Constitution and laws of the State of Texas, authorizing the
issuance by the Agency of its TEXAS MUNICIPAL POWER AGENCY REFUNDING REVENUE
BONDS, SERIES 19M (the "Bonds") in the principal sum of Three Hundred Seventy-Nine Million
Nine Hundred Sixty Thousand Dollars, ($379,960,000), numbered consecutively from 1 upward,
each in the denomination of $5,000, and maturing, bearing interest and being subject to redemption
prior to maturity in accordance with the terms and conditions stated on the face of each of the Bonds.
WE HAVE ALSO EXAMINED executed Bond Number One and find same in due form of law
and properly executed.
WE HAVE FURTHER EXAMINED applicable and pertinent provisions of the Constitution and
laws of the State of Texas, the Escrow Deposit Agreement between the Agency and BancTE.XAS Dallas
N.A., as Escrow Trustee (the "Escrow Agreement"), a report of Ernst & Whinney, certified public
aceonntants, verifying the mathematical accuracy of certain computations of the yield on the Bonds
and obligations acquired with the proceeds of the Bonds, upon which report we rely, a transcript
of the certified proceedings of the Agency relating to the authorization and issuance of the Bonds
and customary certifications and opinions of officials of the Agency and other showings pertinent
to the authorization and issuance of the Bonds, including certifications and representations concern-
ing the use of proceeds of the Bonds, the use of other funds of the Agency and other material facts
within the knowledge and control of the Agency, upon which certifications and representations
we rely.
BASED ON OUR EXAMINATIONS, IT IS OUR OPINION that the Escrow Agreement has
been duly authorized and executed by the Agency and constitutes a binding and enforceable agree-
ment of the Agency in accordance with its terms and that the outstanding and unpaid revenue bonds
(identified in the Bond Resolution) (the "Refunded Bonds") being refunded, discharged, paid and
redeemed and the terms of the resolution authorizing their issuance, have now been appropriately
defeased and are regarded as being outstanding only for the purpose of receiving payment out of
the funds provided therefor now held in trust for that purpose by the Escrow Trustee, pursuant to
the terms of Article 717k, R.C.S. of Texas, as amended. In rendering this opinion, we have relied upon
the verifi^ations contained in the above-mentioned report of Ernst & Whinney as to the suff cicncy of
the amount of moneys deposited with the Escrow Trustee pursuant to the Escrow Agreement for the
purpose of paying the Refunded Bonds.
IT IS ALSO OUR OPINION that s•ach proceedings and other showings tendered in connection
therewith evidence that all of the Bonds were duly authorized and issued in conformity with the
Constitution and laws of the State of Texas presently effective, and that the Bonds and the Bond
Resolution are valid and legally binding upon the Agency, and enforceable in accordance with
the terms and conditions thereof; that the Power S^les Contracts, each of which is dated as of
September 1, 1976, by and between the Agency and the Cities of Bryan, Denton, Carland and
Greenville, Texas, are valid and enforceable contracts; and that all payments to be made by such
Cities under the respective Contracts are operating expenses of the electric power and light systems
of such Cities; provided that our opinion with respect to the enforceability of the Bonds and the
Power Sales Contracts is limited to the extent that the enforceability thereof may be limited by
laws relating to bankruptcy, reorganization, and creditors' rights generally.
IT IS OUR FURTHER OPINION that the Bonds, together with the outstanding and unpaid
Previously Issued Bonds, are payable as to principal and interest solely from and equally secured
by an irrevocable first lien on and pledge of the Net Revenues of the System and all funds (includ-
ing the investments therein) established and reaffirmed by the Bond Resolution, other than the
Revenue Fund, and the Revenue Fund subject to the payment of the Operating and Maintenance
Expenses, The terms in this paragraph have the meaning assigned to them in the Bond Resolution.
THE BOND RESOLUTION further provides certain conditions under which the Agency may
issue additional parity bonds or other evidences of indebtedness payable from the same source and
secured in the same manner.
IT IS OUR FURTHER OPINION that the interest on the Bonds is exempt from federal income
tax under existing law.
WE HAVE ACTED AS BOND COUNSEL for the Agency for the sole purpose of rendering our
opinion with respect to the legality and validity of the Bonds under the Constitution and laws of the
State of Texas, with respect to the exemption of the interest on the Bonds from federal income taxes,
with respect to certain other matters in connection with the delivery of the Bonds, and for no other
purpose or reason. We have not been requested to investigate or verify, and have not independently
investigated or verified, any records, data or other material relating to the financial condition or
capabilities of the Agency and have not assumed any responsibility with respect thereto.
r
EXHIBIT 11
GLOSSARY OF CERTAIN TERMS USRD IN THIS OFFICIAL STATEMENT
The following terms, as used in this Official Statement, have the meanings set forth below:
Annual System Costs - with respect to a fiscal year of the Agency, and to the extent not paid or
to be paid from the proceeds of Bonds or other funds lea'' available to the Agency, all costs and
expenses of the Agency that are paid or incurred during, such fiscal year of the Agency and are
allocable to the System, including, but not limited to the payment of the Operating and Maintenance
Expenses of the System, all costs, charges, and expenses of replacements and renewals of the System
and all taxes, assessments or other governmental charges lawfully imposed on the Agency or on the
revenues of the System or payments in lieu thereof, and the deposit or payment of any and all
amounts which the Agency may now and hereafter become obligated to deposit into any fund or pay
from revenues of the System, by law, contract, or the Resolution.
Average Annual Debt Service - the annual arithmetic average (fiscal year basis) of the principal
of and interest on all outstanding Bonds becoming due from the date of calculation to the earlier of
the date of maturity of such Bonds or to the date such Bonds are required to be called for redemption.
Debt Service - with respect to any period, the aggregate amounts required to be paid during said
period on outstanding Bonds, less those amounts on deposit for the payment thereof, as the same
shall become due.
a
Development Project - any one or more of the folloving: (i) repairs, replacements, or modifi-
cations to an existing generating facility owned in whole or in part by the Agency, and which are
designed to increase or maintain an operating efficiency of the facility or (ii) preliminary and
developmental work to determine whether any work should be undertaken as a Project, or engineer-
ing, legal, and financial studies in connection with the planning, development or utilization of
power resources, or (iii) any purpose for which proceeds of Bonds may be expended under the Act,
except a Project.
Gross Revenues - the entire income and revenue of the Agency derived from the operation of the
System or ownership of properties constituting the System. The term does not include payments
received by the Agency from certain other sources, including payments from a City upon its with-
drawal from the Agency, proceeds of insurance (except business interruption insurance) or eminent
domain, or investment income of the Construction Fund.
Investment Securities - any of the following securities, if anJ to the extent that the same are at
the time legal for investment of Agency funds:
(i) Direct obligations of the United States of America; obligations which in the opinion of
the Attorney General of the United States are general obligations of the United States and
backed by its full faith and credit; obligations guaranteed by the United States of America;
(ii) Evidences of indebtedness of the Federal Land Banks, Federal Intermediate Crec'it
Banks, Banks for Cooperatives, Federal Home Loan Banks, Federal National Mortgage Asso-
ciation, Federal Financing Bank Participation Certificates in the Federal Assets Financing Trust,
New Housing Authority Bonds and Project Notes fully secured by contracts with the United
States of America, or any other agency or instrumentality of the United States of America; bonds
secured by the general credit of the State of Texas; and deposits which are fully secured (to
the extent not insured by a corporation, lnstrumentdity or agency of the United States of
America) by obligations in which the Agency may invest under the provisions of.this definition;
and
(iii) With respect to the proceeds of the Series 1982A Bonds, obligations of the Student
Loan Marketing Association.
Net Energy for Load -a City's net energy generation plus energy received from others minus
energy delivered to others at the points of delivery during the period under consideration.
Net Revenues - for any period, the Cross Revenues during such period less the Operating and
Maintenance Expenses during such period.
Operating and bfaintenance Expenses - all expenses incurred in the operation and maintenance
of the System and the Agency which are properly accounted for such purpose, under generally
accepted accounting principles. Such term does not include depreciation or obsolescence charges or J
reserves therefor, interest charges and charges for the payment of principal, or amortization, of Bonds
or other indebtedness of the Agency.
Project - one or more of the following (i) any power generating facility for interest therein) M
be constructed or acquired by the Agency as well as fuel therefor and any transmission facility
required to connect or interconnect such generating facility with a City or others, (u) any addition or
improvement to a power generating facility which is then owned, in whole or in part, by the Agency,
or (iii) any contr-tct right to purchase or receive a power supply or transmission capacity (a) by the
making of a prepayment of capital costs which are associated with the supply or capacity so pur-
chased, or (b) by the execution of a take or pay contract having a duration of morr than 10 years,
including any renewals thereof .,r (c) by the execution of a contract to purchase power or energy
(either or both) on an all requirements basis.
System - the Agency's interest in all properties (owned or operated by or on behalf of the
Agency) which ar- financed, in whole or in part, through the issuance of obligations by the Agency
for approved Prolft s and approved System Development and Reliability Expenditures and Develop-
ment Projects, prior to the time one of the Cities disapproves a Project under the provisions of the
Contract and elects Option One as described in "Summary of Certain Provisions of the Power Sales
Contract - Election of Options Upon Disapproval". The term also includes any co•,ract for providing
services or power and energy, either or both.
System Development and Reliability Expenditures - those expenditures which the Agency deter-
mines, under prudent utility practices, should be expended over a given period to time for (i)
transmission and related facilities to increase the reliability of the delivery of power and energy by the
Agency, (ii) the exploration for, development of or the acquisition of a fuel supply or supplies in
order to provide fuel for generating facilities which are not then owned or in the process of construc-
tion for and on behalf of the Agency, or (iii) repairs, replacements, or modifieatiens to an existing
generating facility (owned in whole or in part by the Agency or under construction by it) which are
designed to increase the rated capacity of such generating facility. Such expenditures which are to
be psid from the proceeds of a series of Bonds shall be considered a single Project.
COMMUNICATION POLE LEASE AGREEMENT
BETWEEN
CITY OF DENTON, TEXAS
AND
NORTH TEXAS STATE UNIVERSITY
March 1, 1983
1783U
Communication Pole Lease Agreement
Index
Page
Application for Permission to Attact., Article 111 3
Cost of Pole Replacements, Article VI 6
Definitions, Article I I
Existing Contracts, Article XIV 12
General, Article XII 10
installation and Maintenance of Attachments and
Poles, Article V 4
Loss or Damage, Article X 10
Notice, Article XV 12
Payment of hills, Article XIII 11
Protection Against Claims for Libel and Slander,
Copyright and Patent Infringement, Article XI 10
Rentals, Article VIII g
Rights-of-Way, Legal Authority and Default,
Article VII 7
Scope of Agreement, Article 11 2
Specifications, Article IV 4
Term and Termination of Agreement, Article IX 9
COMMUNICATION PULE: LEASE AGREEMENT
THIS AGREEMENT made as of the day of ,
1983, between the City of Denton, Texas, a Home Rule Municipal
Corporation, hereinafter called Licensor, and North Texas State
University, an Institution of Higher Education of the State of
Texas, hereinafter called Licensee,
W I T N E S S E 'i H:
WHEREAS, Licensee proposes to install a communication service
to buildings external to the campus area in Denton, Texas, and
proposes to install communication cables, amplifiers and drop wires,
wires and appliances together with associated cable messengers,
anchors and other appurtenances (hereinafter sometimes collectively
called "equipment") to the buildings to be served and desires to
attach such equipment to poles of Licensor and/or to poles used
jointly by Licensor and other companies; and,
WHEREAS, Licensor is willing to permit, to the extent it may
lawfully do so, the attachment of said equipment to its ;soles where,
in its judgment, such use will not interfere with its cwn se:vice
requirements or, as it may be advised, the service requiremen::s of
other joint uE.,.rs, including considerations of economy and safety.
NOW, THEREFORE, in consideration of the mutual covenants, terms
and conditions herein contained, the parties hereto do mutually
covenant and agree as follows:
ARTICLE I
DEFINITIONS
1. All references herein to "Licensor's poles" or "its
poles" shall mean poles solely owned by the Licensor, jointly owned
by Licensor or the pole space rented or obtained by other
arrangements by Licensor from another owner.
-2-
2. All references herein to "joint user" shall mean (1)
a company or municipality which together with Licensor has a
percentage ownership in a pole, (2) a public utility company or
municipality which has attachment privileges on Licensor's poles, or
(3) a public utility company which owns poles on which Licensor has
attachment privileges.
3. All references herein to "communication service"
shall mean the transmission to or from facilities in use by the
Licensee of signals or transmission of locally originated closed
circuit television.
ARTICLE iI
SCUPE OF AGREEMENT
1. Licensor hereby agrees to license and permit Licensee
to attach its equipment, for the primary purpose of furnishing
communication service within the area outlined in red on the map
attached hereto as Exhibit A, to such of ts poles as are, in the
judgment of the Licensor, suitable and available for such
attachments, subject to the conditions and limitations contained
herein.
2. Licensee agrees that its equipment to be attached to
Licensor's poles shall be installed for the purpose of providing
communication service.
3. Licensee agrees to secure from the proper franchising
authority, a franchise to erect and maintain its equipment within
public streets, highways and other thoroughfares provided such
franchising authority exists, and shall secure any and all consents,
permits or licenses that may be legally required for its operations
hereunder. Prior to the execution of the Agreement, Licensee shall
deliver to Licensor documentation satisfactory to Licensor
evidencing that all such franchises, consents, permits or licenses
have been obtained.
4. Licensee agrees to assist in, and bear the expense
of, securing any consents, permits or licenses that may be required
by Licensor by reascu of this Agreement.
-3-
ARTICLE III
APPLICATION FOR PERMISSION TO ATTACH
1. At least thirty (30) days prior to the time Licensee
desires to attach its equipment to any of Licensee's poles, it shall
make written application to the Licensor. Upon approval of said
application, Licensor shall return one copy to the Licensee bearing
the endorsement of its permission.
2. Upon receiving such endorsed copy of said
application, but not sooner, Licensee shall have the right, subject
to Article IV herein, to install, maintain and use its equipment
described in said application upon the poles identified therein,
providea that Licensee shall complete each installation within one
(1) year from date of said approved application; provided, however,
that before commencing any such installation, Licensee shall notify
Licensor of the time when it proposes to do such work and that
within thirty (30) days of completion of such work, Licensee shall
notify Licensor and, in the event Licensor elects to have its
representative present, Licensee shall reimburse Licensor for the
cost and expense thereof.
3. Where costs are involved in the rearrangement of
Licensoe's or other facilities to accommodate Licensee's equipment,
two Figned copies of said application shall be returned to Licensee
detailing the costs. Approval of said application by Licensor is
subject to receiving authorization from Licensee to make changes and
rearrangements, at Licensee's expense, detailed by Licensor with
said copies of said application.
4. Licensee shall not have the right to place, nor shall
it place, any additional equipment upon any pole used by it
hereunder without first making application therefore and receiving
Licensoe's permission to do so, all as prescribed in paragraph 1 of
this Article; nor shall Licensee change the position of any
equipment attached to any such pole without Licensor's prior written
approval.
-4-
S. It is agreed and understood that in the case of
jointly-used poles, permission to attach thereto shall be subject to
Licensoe's obtaining approval from such joint users and/or owners
whenever necessary.
ARTICLE IV
SPECIFICATIONS
1. Licensee, at its own cost and expense, shall
construct, maintain and replace its attachments on Licensee's poles
in accordance with M such requirements and specifications as
Licensor shall from time to time prescribe, (ii) in compliance with
any rules or orders now in effect or that hereafter may be issued by
any regulatory Commission or other authority having jurisdiction,
and (iii) the requirements and specifications of the National
Electrical Safety Code, 1981 Edition, and any amendments or
revisions of said specifications or code.
ARTICLE V
INSTALLATION AND MAINTENANCE OF ATTACHMENTS AND POLES
1. The exact location of Licensee's attachments on poles
shall be determined from a joint survey to be made, at such times as
shall be mutually agreed upon, by representatives of Licensor,
Licensee and, if desired, by a joint user. Licensor may inspect
each new installation of Licensee on its poles and in the vicinity
of its lines or appliances and may make periodic inspections of the
entire plant of Licensee as plant conditions may warrant; and
Licensee shall, on demand, reimburse Licensor for the cost of such
surveys and inspections. Such inspections shall not operate to
relieve Licensee of any responsibility, obligation or liability
assumed under this Agreement.
2. Where Licensee's attachments can be accommodated on
poles of Licensor by rearranging or changing the facilities of
Licensor or other joint users, Licensee agrees to pay Licensor in
advance the cost of making such rearrangements or changes.
-5-
Strengthening of poles (guying) required to accommodate the
attachments of Licensee and the bonding of Licensee's strand to that
of Licensor shall be performed by Licensee at its expense. Such
work, however, may be performed by Licensor at its option, and in
such event, Licensee shall pay to Licensor in advance the cost of
all such work.
3. Upon written notice from Licensor, Licensee shall
relocate or replace its equipment attached to Licensoe's poles, or
transfer the same to substituted poles, or perform any other work in
connection with said equipment that may be requested by Licensor, at
Licensee's expense; provided, however, that in cases of emergency
Licensor may, at Licensee's expense, arrange to relocate or replace
the facilities attached to said poles by Licensee, transfer them to
substituted poles or perform Fny other work in connection with said
facilities that may be required in the maintenance, replacement,
removal or relocation of said poles, the facilities thereon or the
equipment which may be placed thereon, or for the service needs of
Licensor.
4. Licensee shall notify Licensor in advance of the time
when it proposes to replace any of its equipment attached to
Licensoe's poles.
5. All tree trimming required on account of Licensee's
equipment shall be done by Licensee at its expense and in a manner
satisfactory to Licensor and any other joint users.
b. Licensee shall, at its expense, maintain all of its
attachments on Licensor's poles in safe condition and in thorough
repair.
7. Licensor reserves to itself, its successors and
assigns the right to maintain its poles and to operate its
facilities thereon in such manner as will best enable it to fulfill
its public service requirements. Licensor or other joint users
shall not be liable to Licensee for any interruption to the service
of Licensee or for interference with the operation of the equipment
of Licensee, unless the service interruption was created solely by
acts of Licensor.
-b-
8. Nothing herein contained shall give to the Licensee
the right to place a crossarm on any pole. If a crossarm is
required to accommodate the facilities of the Licensee, then
Licensee shall so state the reasons therefore in its application for
attachment.
9. Licensee shall not at any time make any additions to,
or changes in, the location of its attachments on the poles covered
by this Agreement without the prior written consent of Licensor
except, in cases of emergency, when oral permission shall have been
obtained from Licensor's authorized representative at uenton, Texas
and subsequently confirmed in writing.
10. Whenever, pursuant to the provisions of this
Agreement, Licensee shall be required to remove its attachments from
any pole, such removal shall be made, except as otherwise
specifically provided, within thirty (30) days following the giving
of notice to Licensee by Licensor to so remove. Upon failure of
Licensee to remove such attachments within such thirty (30) days or
as otherwise required, Licensor may remove them and charge all costs
associated with such removal to Licensee.
ARTICLE VI
COST OF POLE KMACEMENTS
1. W;,:never Licensee applies for permission to attach to
a pole that is considered by Licensor to be insufficient in height
or strength for accommodation of Licensee's attachments, or in the
event that Licensor or a joint user of the pole shall require the
space occupied by Licensee's existing attachments, Licensor shall
notify Licensee of such fact and of the estimated cost to Licensee
of replacing such pole with a pole which wil). accommodate the
attachments of Licensee, Licensor and any such joint user. Within
thirty (30) days of such notification, Licensee shall either notify
Licensor (i) of its approval of such replacement or (ii) of its
cancellation of the application with respect to such pole or (iii)
in the case of existing attachments, of its election to remove its
attachments from the pole.
2. In the event of Licensee's approval of such
replacement, Licensor shall replace the pole and Licensee shall pay
to Licensor in advance the charges therefore computed as follows:
The total cost of the new pole, the removal of the
old pole, the transferring of Licensoe's and any such joint user's
attachments from the old to the new pole and such other costs, if
any, necessitated by Licensee's requirements, less the total of the
following: accrued depreciation on the old pole, salvage, if any,
and the cost of such portion of the new pole, if any, which
represents space reserved for the use of Licensor or any such joint
user greater than that provided for them on the old pole, less
appropriate contribution by any other licensee, if any.
ARTICLE VII
RIGHTS-UF-WAY, LEGAL AUTHORITY ANU DEFAULT
1. Upon execution of this agreement, Licensee shall
submit evidence satisfactory to Licensor of its authority to erect
and maintain its equipment within public streets, highways and other
thoroughfares and shall secure any necessary license, permit or
consent from Federal, State or Municipal authorities and from the
owners of property now or hereafter required to construct and
maintain such equipment at the locations of poles of Licensor to
which it desires to attach. In the event any such franchise,
license, permit or consent is revoked or is thereafter denied to
Licensee for any reason, permission to attach to Licensor's poles
shall immediately terminate, Licensee shall within reasonable time
remove its equipment from Licensoe's poles and Licensor at its
option may forthwith terminate this Agreement.
2. Upon notice from Licensor to Licensee that the
cessation of the use of any pole or poles has been requested or
directed by Federal, State or Municipal authorities, or property
owners, permission to attach to such pole or poles shall immediately
terminate and Licensee shall forthwith remove its equipment
therefrom.
-8-
3. If Licensee shall fail Co comply with any of the
provisions of this Agreement, including the specifications
hereinbefore referred to, or defaults in any of its obligations
under this Agreement, and shall fail within thirty (30) days after
written notice from Licensor to correct such default or
noncompliance, Licensor may, at its option forthwith terminate this
Agreement in its entirety or, at its election, revoke the permit
covering the pole or poles involved in such default or
noncompliance, or at Licensor's option, obtain service of an
attorney to institute suit or other judicial proceeding to remedy
any default by Licensee in its performance of the covenants, terms
and conditions of this Agreement.
ARTICLE VIII
RENTALS
1. For the privilege of placing and maintaining
attachments on Licensor's poles, Licensee shall pay an annual rental
rate of five dollars {$5.00) per pole contract.
2. Rentals shall be payable annually to the Licensor on
the first day of January each year during which this Agreement
remains in effect.
3. At anytime after two (2) years from the date of this
Agreement and at intervals of not less than two (2) years
thereafter, the rentals shall be subject to adjustment by Licensor
upon written notice.
4. Rental payment shill be made within sixty (60) days
of the receipt of statement. Any late payment shall bear an
interest rate of ten percent (10X) per annum.
5. The Licensee and Licensor shall together maintain a
perpetual inventory of total Licensee contacts and all future rental
fees shall be based on such perpetual inventory. The Licensor may
at its option use a physical inventory in lieu of perpetual
inventory. The cost of such physical inventory shall be shared
proportionally among the participating companies.
-9-
6. In the event that Licensor files a tariff with the
appropriate regulatory authority during the term of this Agreement
covering attachments made to its poles, Licensor reserves the right
to substitute the rates and charges covered by such tariff in place
of the rentals set forth in this Article.
7. The Licensee shall reimburse the Licensor in advance
for all net capital costs incurred by Licensor as a result of
replacing poles and equipment as required by Licensee for the
initial installation of Licensee's attachments. Licensor shall
credit such advance reimbursement by Licensee 'Co initial and
oubsequent rental lease fees. Licensor shall notify Licensee of the
estimated net costs of such replacements. Licensee shall make
payments of such estimated costs and final adjustments in payments
or credits shall be made at the completion of the work and shall be
based on actual costs incurred.
AKTICLE IX
TEKM AND TERMINATION OF AGREEMENT
1. This Agreement, if not previously terminated in
accordance with the provisions hereof, shall continue in effect for
a term of five (5) years and thereafter until terminated as provided
herein. The Agreement may be terminated at the end of said time or
at any time thereafter by either party giving to the other party at
least ninety (90) days written notice. Upon termination of the
Agreement in accordance with any of its terms, Licensee shall remove
its said equipment from all poles of Licensor within thirty (30)
days thereafter.
2. Licensee may at any time remove its equipment
attached to any pole or poles of Licensor, but shall immediately
give Licensor written notice of such removal. No credit or refund
of any rental shall be allowed Licensee on account of such removal.
-10-
3. This Agreement shall be subject to termination by
Licensor without notice, or, when circumstances permit, upon five
(5) days written notice to Licensee, upon objection being made by or
on behalf of any governmental authority asserting proper
jurisdiction thereon.
ARTICLE X
LOSS OR DAMAGE
1. Licensee shall exercise special precautions to avoid
damage to facilities of Licensor and of other joint users on said
poles. Licensee shall make an immediate report to Licensor of the
occurrence of any such damage and hereby agrees to reimburse
Licensor for the expense incurred in making repairs necessitated
thereby.
ARTICLE XI
PROTECTION AGAINST CLAIMS FOR LIBEL AND
SLANDER, CUPYRIGHT AND PATENT INFRINGEMENT
1. Licensee shall indemnity, protect and hold harmless
Licensor from and against any and all claims for libel End slander,
copyright and/or patent infringement arising by reason of attachment
by Licensee of its equipment to Licensor's poles pursuant to this
Agreement.
ARTICLE XII
GENERAL
1. Licensee shall not assign, transfer or sublet this
Agreement, or any of the privileges hereby granted to it, without
the prior written consent of Licensor. Provided, however, that
Licensor's consent shall not be required to place mortgage or lien
upon the facilities of Licensee for the purpose of financing the
installation, improvement, maintenance or extension of its system.
R
-11-
2. No use, however extended, of Licensoe's poles under
this Agreement shall create or vest in Licensee any ownership or
property right in said poles, but Licensee's rights therein shall be
and remain a mere license. Nothing herein contained shall be
construed to compel Licensor to maintain any of its poles for a
period longer than that demanded by its own service requirements.
3. Nothing herein contained shall be construed as
affecting the rights or privileges -reviously conferred by Licensor
to others, by contract or otherwise, to use any poles covered by
this Agreement, and Licensor shall have the right to continue to
extend such rights or privileges; the attachment privileges granted
hereunder shall at all times be subject to such contracts and
arrangements and nothing contained herein shall be construed as
affecting the right of Licensor to grant attachment privileges to
such other parties as it may desire to do so.
4. Failure to enforce or insist upon compliance with any
of the terms or conditions of this Agreement shall not constitute a
general waiver or relinquishment of any such terms or conditions,
but the same shall be and remain at all times in full force and
effect.
5. Subject to the provisions of paragraph 1 of this
Article, this Agreement shall extend to and bind the successors and
assigns of the parties hereto.
6. Nothing contained herein shall be construed as
affecting the rights conferred or exercised by the tdrties under
present or future governmental authority or regulation.
ARTICLE XIII
PAYMENT OF HILLS
1. All amounts payable by Licensee to Licensor under the
provisions of this Agreement shall, unless otherwise specified, be
payable within sixty (60) days after presentation of bills
therefore. Nonpayment of any such amounts when due shall constitute
a default under this Agreement.
-12-
ARTICLE XIV
EXISTING CONTRACTS
1. All existing Agreements between the parties hereto
for the joint use of facilities are by mutual consent hereby
abrogated and superseded by this Agreement.
Nothing in the foregoing shall preclude the parties
to this Agreement from preparing such supplemental operating
routines or working practices as they mutually agrae to be necessary
or desirable to effectively administer the provisions of this
Agreement.
ARTICLE XV
NOTICE
1. Any notice provided in this Agreement to be given by
either party hereto to the other shall be deemed to have been duly
riven when made in writing and deposited in the United States Mail,
postage prepaid, addressed as follows:
TO LICENSEE: TO LICENSOR:
North Texas State University City of Denton
Post Uffice box 1352' 215 East McKinney
North Texas Station Denton, Texas 76201
Denton, Texas 76203 Attn: Director of Utilities
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
CITY OF DENTON, TEXAS NORTH TEXAS STATE UNIVERSITY
BY : BY : 4
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IP&B 330 WEST 17TH STREET POST OFFICE BOX 30
TELEPHONE 1913? 899-3671
T~CTM GOODLAND, KANSAS 67735-=
PC.
AGREEITENT
(OPTION TO PURCHASE PERSONAL PROPERTY)
ACREE:4ENT, made and entered into this 1st day of MARCH ,
1983, by and between the CITY OF DENTON, TEXAS, hereinafter referred to
as the "City" and P AND B CONTRACTORS, INC., a Kansas Corporation, here-
inafter referred to as the "Contractor", witnesseth:
WHEREAS, the City owns and operates a municipal electrical gen-
eration system, and
WHEREAS, the City has determined that five engine-generators are
not necessary to said generation system and ought to be sold, and
WHEREAS, the Contractor desires the opportunity to purchase one
or more of said engine-generators, now therefore;
IT. consideration of the sum of Five Thousand and 00/100 Dollars
($5,000.00) cash in hand paid, receipt of which is hereby acknowledged,
I/we hereby bargain, sell, grant, and give unto P AND B CONTRACTORS,
INC. of Goodland, Kansar:, all heirs, assigns, or representatives, the
EXCLUSIVE option and right to purchase, for a period of six (6) calen-
dar months from the date hereof, upon the terms and conditions set out
hereinbelow, the following-described personal property located in the
City of Denton, Denton County, State of Texas, to-wit:
1--Fairbanks-Morse Model 31AD18 engine, serial number 955148
and its attached generator, serial number 597649. A purchase
price of Seventy Thousand and 00/100 Dollars ($70,000.00)
has been established for this combined unit, as is, where is.
1--Fairbanks-Morse Model 31ADIB engine, serial number 967806,
and its attached generator, serial number 599467. A purchase
price of Seventy Thousand and 00/100 Dollars ($70,000.00)
has been established for this combined unit, as is, where is.
1--Nordberg Model TSG engine, serial number 2012-0014A and its
attached generator, serial number 1458. A purchase price of
Fifty Thousand and 00/100 Dollars ($50,000.00) has been
established for this combined unit, as is, where is.
1--Nordberg Model TSG engine, serial number 2012-0014B and its
attached generator, serial number 1451. A purchas rice of
ENGINE SALES AND INSTALLATION POWER PLANT EQUIPMENT
FIELD SERVICE TECHNICIANS
- - -
330 WEST 171'H STREET POST OFFICE 80X 30
P&B TELEPHONE (913) 899-3671
GOODLANO, KANSAS 6'7735-0030
I =TM
PAGE 2-- Denton, Texas
I
Fifty Thousand and 00/100 Dollars ($50,000.00) has been
established for this combined unit, as is, where is,
1--Nordber.- eugine, serial number 2012-0491 and its attached
generator, serial number 152642. A purchase price of Sixty
Thousand and 00/100 Dollars ($60,000.00) has been established
for this unit, as is, where is.
The purchase shall include all valves, accessories, piping,
fittings, special tools, spare parts, operating manuals, parts books,
blueprints, schematic drawings, diagrams, gauges, gauge boards and
switch gear, or any items, wherever stored or housed, now owned or
r, mtrolled by the City of Denton, Texas, whether specifically called
o,tt or named or not, pertaining to the above engine-generators and/or
necessary to maintain them as individual operable units.
Excepting that:
(a) When any system is shared in common by more than one (1)
generating unit; specifically, but not limited to the
starting air system; the common equipment or accessories
shall be divided as equally as possible among the shared
engine-generators;
(b) That if a purchase agreement for any engine-generator is
entered into under the terms of this option, an amount equal
to one-fifth (1/5) of the option amount shall 1,e subtracted
from the purchase price of each engine purchased.
(c) That if the Contractor shall exercise his right of purchase
of all five before-described engine-generators, the bridge
crane presently installed in the building housing these
units shall be included in the sale as an acca.ssory item.
It being specifically understood that if the Contractor
shall exercise his right of purchase for fewer than
the described five engines, no part or portion of the
bridge crane shall be included in the purchase, excepting
that any portion of electrical gear shared in common by
the bridge crane and the engine-generators purchased shall
be considered as part of the engine-generators. The purchase
of less than five engine-generator units shall not preclude
the right of the City and the Contractor to negotiate the
sale of said bridge crane under a separate agreement.
ENGINE SALES AND INSTALLATION POWER PLANT EQUIPMENT FED
FIELD SERVICE TECHNICIANS
IP&BI 330 WEST 17TH STREET POST OFFICE BOX 30
TELEPHONE (913) 899-3671
T TO s GOOOLAND, KANSAS 67736-OM
page 3--Denton, Texas
All engines shall be sold at the purchaser's risk on an as is,
where is basis. The City'makes no warranty or guarantee, expressed
or implied, on any of the above-described engine-generators.
All payments between the Contractor and the City of Denton shall
be made in lawful and legal tender of the united States of America.
Twenty percent (20X) of the purchase price of any engine-generator
purchased under the terms of this agreement shall become due and payable
when removal operations begin. The balance of the purchase price shall
become due and payable before the engine-generator is removed from the
premises of the Denton Power Plant.
This option may be exercised only by the Contractor by full
performance of each and all of the following:
(1) The Contractor shall notify the City that the Contractor
is ready, willing and able to commence removal operations.
(2) The Contractor shall deliver to the City an amount equal
to twenty percent (20X) of the purchase price of the
engine-generator in cash or certified funds.
(3) The Contractor shall execute e.nd deliver his promissory note
in an amount equal to the balance of the agreed purchase
price, payable on demand without interest.
(4) The Contractor shall deliver insurance certificates covering
the performance of the work of removal of said engine-
generator in an amount of One Hundred Thousand Dollars
($100,000.00)
Should the Contractor fail to exercise his right of purchase
under the terms of this option agreement, the City may, at its
discretion, offer the Contractor the opportunity to renew the option
upon mutually agreeable terms. Recognizing the City's right to accept
or decline a renewal of this option, both the City and the Contractor
mutually agree that P and B Contractors, inc. shall be guaranteed the
right of first refusal to meet and match any option er purchase agree-
ment offered to any other party or parties for a period of six (6)
calendar months past the expiration date of Ws option agreement.
ENGINE SALES AND INSTALLATION POWER PLANT EQUIPMENT
FIELD SERVICE TECHNICIANS
330 WEST 17TH STREET POST OFFICE BOX 30
IP&B TELEPHONE (913) 899-3671
GOODLAND, KANSAS 67735-0030
MIMICTM
page 4--Denton2 Texas
This agreement shall inure to and be binding upon the parties
hereto, their respective heirs, executors, administrators, successors,
and assigns.
WIVSS the hands and seas of the City and the Contractor
this ~_day of 1983.
P AND B CONTRACTORS,,INC. CITY OF DENTON, TEXAS
Bob D. Pin7cham
g, A40
ATTEST: (Title c s tion of signer)
~J ATTEST:
SEAL)
(MEAL)
ENGINE SALES AND INSTALLATION POWER PLMT EQUIPMENT
FIELD SERVICE TECHNICIAWS
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CONTRACT FOR
ENGINEERING SERVICES
STATE OF TEXAS )
COUNTY OF DENTON )
THIS CONTRACT entered into this 1st Lay of March, 1983, by
and between the City of Denton, Texas, hereinafter called the Owner,
acting by and through Richard 0. Stewart, its Mayor, duly authorized
to act, and Freese and Nichols, Inc., Consulting Engineers, Fort
Worth, Texas, hereinafter called the Engineer.
WITNESSETH, that in consideration of the covenants and
agreements herein contained, the parties hereto do mutually agree as
follows:
1. Employment of Engineer: The Owner hereby employs the Engineer
and the Engineer agrees to perform all necessary professional
services as herein set forth in connection with the
engineering services relating to the addition of a back-up
high service pumping unit and associated piping at the City's
Water Treatment Plant.
II. Character and Extent of Services: The Engineer shall perform
professional engineering services comprising the location and
economics of installing a high service pumping unit at the
Water Treatment Plant. This pumping unit will serve as a
back-up capability during drought and maintenance periods when
other existing pumps are affectea.
III. Scope of Services: The scope of work shall include the
col of wing:
A. Review existing high service pump capabilities and heads
to determine proper pumping conditions for a new pumping
unit to serve as back-up for the largest unit presently
in use.
B. Perform cost effective analysis of installing the new
pumping unit inside the present pump room, in place of the
existing smallest unit, versus locating the unit outside
in proximity to the ground storage tanks.
C. Prepare an analysis of the hydraulics of the present high
service pump piping, within the plant site for both pump
locations, and determine improvements needed, if any.
1739U/1
-2-
D. Analyze metering facilities and determine additions
needed, if any, for a pump located at either of the two
alternate locations.
E. Review alternatives and findings in detail with City staff
and give consideration to their input.
F. Submit a letter report, with drawings outlining the
results of the analysis, cost estimates and
recommendations.
G. Upon rece'nt of approval of City, proceed with detailed
Plans anc :,).-:ifications for furnishing and installing the
pump, nece:::acy connecting piping, meters, controls, and
electrical.
H. Assist as neeaed in receiving bids, evaluate the bids
received, and make recommendations for the award of the
contract.
1. Administrate the construction of the work, including
reviewing shop drawings, periodic in-pections of the work
by office design staff, preparation of periodical pay
estimates, and other general supervision.
Work will be performed on a cost times multiplier basis, not
to exceed $22,400. The study can be completed and a letter
report delivered within forty-five (45) days, and plans and
specifications can be completed within ninety (90) days
following r t approval and authorization.
IV. Time of Completion: The analysis of location of pump unit and
hydraulic involved will be submitted in forty five (45) days
with plans and specification to follow ninety (90) days after
analysis is approved by City.
V. Fee:
A. The Owner agrees to pay the Engineer for all services
rendered under this contract in accordance with the
following with the total maximum fee not to exceed $22,400
without prior approval from the City of Denton:
1739U/2
- 3-
1. Officer-Per Diem
S. W. Freese, J. R. Nichols, R. L. Nichols
L. B. Freese, R. S. Gooch, J. P. Jones,
R. A. Thompson, 111, T. A. Reid,
J. H. Cook $640.00
2. Associates-Per Uiem
0. C. Allen, J. B. Mapes, A. H. Ullrich
W. E. Clement, E. C. Copeland,
G. N. Reeves $540.00
3. Staff Members - Salary Cost Times Multiplier of 2.3.
Salary Cost is defined as the cost of salaries of
engineers, draftsmen, stenographers, surveymen,
clerks, laborers, etc., for time directly chargeable
to the project, plus social security contributions,
unemployment compensation insurance, retirement
benefits, medical and insurance benefits, sick leave
bonuses, vacation and holiday pay applicable thereto.
(Salary Cost is equal to 1.39 times salary payments.
This factor is adjusted annually.)
4. Other Direct 0-x_peennse_ - All other direct expenses shall
e c arge at actual cost.
Other direct expenses shall include printing and
reproduction expense, communication expense, travel,
transportation and subsistence away from Fort Worth
and other miscellaneous expense directly related to
the work, including costs of laboratory analysis,
test, and other work requireu to be done by
independent persons or agents other than staff members.
5. Payment - Payment will be made on statements submitted
by the Engineer. Statements shall not be submitted at
intervals of less than one (1) month.
VI. Successors and Assignments: The Owner and tt:e Engineer, each
binds himself, his successors, executors, adminis~rators and
assigns of the other party to this Agreement, and to the
successors, executors, administrators, and assigns of such
other party in respect of all covenants of this Agreement.
Neither the Owner nor the Engineer shall assign, sublet or
transfer his interests in this Agreement without the written
consent of the other.
1739U/3
-4-
This Contract is executed in three counterparts.
IN TESTIMONY HEREOF, they have executed this Agreement, the
day and year first above written.
ATTEST: CITY OF DENTON TEXAS
OWNER
ITY SECRETARY CHARD U. ' , MAYUK
CITY OF DENTON, TEXAS CIT OF DEITON, TEXAS
(CITY SEAL)
FREESE & NICHOLS INC.
ENGINEER
WITNESS:
L F rN-o-~ By:
Jai S R. Nichols, Pre i ent
1739U/4
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COo C I
SOUND COAAA1UNICA11ONS-I":C.
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March 1.4, 1983 - "
dlA,4 1 8 1983
Mr. Chris Hartung
"ity of Denton
215 E. McKinney Street
Denton, TX 76201
Re: Your Comcast Agreement
Dear Mr. Hartung,
Tha enclused copy of your Agreement comes with a pledge o.'. continued
service and a sincere thank you for your vote of confidence in selecting
Ce)= ast Sound Communications, Inc. for your music needs.
As your system is installed, Donald Allison, your Marketing Executive
will be evzilable to assist you with any questions or additional
requirements you may have. We encourage you to report any problems
that might occur with your system to-our Service Department for their
prompt attention.
As part of Comcast`s network, you have joined more than 140000 subscribers
who know that sounding good is sound business.
Along with our pledge to serve you, we promise to keep you informed
of any new developments in the world of music, sound, and video systems.
It's just another way we have of showing our appreciation for your
business.
Sincerely,
OOMCAST SOUND-COMMUNICATIONS, INC.
r , C ' `I C- 7 Gtt
Harr~F.; .{Johnson
Vice President and General Manager
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Enclosure
4030 Horry Hines Boulevard Dallas. Texas 75219-0646 214-528.7623
Bi.Malo Dallas Dsnver Detroit Fort worth Hartlord Indiancoolis Orlando Son 0 mg 5.::,
CCCOMGW
SOUND COMMUNICATIONS. INC. 4030 Harry Hines Boulevard
P.O. Box 190646
Dallas, Texas 75219
AGREEMENT (214) 528-7623
1. COMCASTSOUND COMMUNICATIONS, INC. (COMPANY)agreesto provide
(SUBSCRIBER), dba
and SUBSCRIBER agrees to accept from COMPANY, at Zl s. McIf w ftreet
TX 7Q01 (PREMISES) Phone
- Del COMPANY'S functional music service program, referred to hereinafter as the PROGRAM, as the same mey be revised and
supplemented from time to time, and the equipment, maintenance and other services as hereinafter specified.
2. COMPANY shall provide, at the PREMISES, the equipment, mai-iterance and other services as follows:
FAQ"Vuq Awipffoe fts
far blasfc cm Hold
opq?M to ft nLxh Pnignp 8ayim foir Iftsio on RDM to Rlbeigibw oyin d /qlA;mw*.
MmMim Smil MaiftWilli = 00101 owned STW; ft only.
All such equipment, and any additions or replacements thereto, whether or not affixed to the PREMISES, shall remain the sole and
absolute personal property of COMPANY, and shall not be removed from PREMISES without the prior written consent of COMPANY.
3. SUBSCRIBER shall pay COMPANY at its address above: A monthly recurring charge of: S 74•00
An Installation charge of: $ 30.00
4. This AGREEMENT shall commence as of the date prcvided below, or as of the billing date,fpr the Initial monthly PROGRAM charge,
whichever date is later, and shall remain in full force and effect for an initial term of sixt)F(GO) months. This AGREEMENT shall be
automatically renewed thereafter for successive sixffj8q month terms unless either party elects to terminate this AGREEMENT by
providing written notice thereof to the other party by certified mail at least ninety (90) days prior to the expiration of the initial or any
subsequent term.
5. This AGREEMENT Is subject to the terms and conditions contained on the reverse side hereof and shall become binding on the
parties when signed by SUBSCRIBER and accepted and approved by the COMPANY.
COMCAST SOUND COMMUNICATIONS, INC. COMMENCEMENT DATE: 11111111INtIll It 198 3 .
ACCEPTr! SUBSCA OF 0
BY By aL /
lAaiY ftlnp Eancwirf
14
APPROY D. ; Title Q Z
Date
GMer~I IA nagw
SUBSCRIBER i~/^~~~ V
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1 !Ktww All ffen by T4pse Prfulits:
(ottttlg Of DENTON DEED RECORDS L91191
That the CITY OF DENTON? TEXAS, acting by and through its authorized
I!~ officer
of the County of Denton and State of Texas , for and in consideration of
the sum of TEN AND N01100 ($10.00)------------------------------ DOLLARS
i to it in hand paid by GOLDEN TRIANGLE DEVELOPMENT CORPORATION
of the County of Denton and State of Texas , the receipt of which
is hereby acknowledged, do by these presents BARGAIN, SELL, RELEASE, AND FOREVER
QUIT CLAIM unto the said GOLDEN TRIANGLE DEVELOPMENT CORPORATION, its
g successors
heirs and assigns, all its right, title and interest in and to that certain tract or
parcel of land lying in the County of Denton , State of Texas, described as follows, to-wit:
A portion of a 16 foot wide utility easement dedicated by replat of
Lots 1-10 of the James Dougherty Addition,'Denton, Texas. as recorded
in Volume C. Page 94 of the plat records of Denton County, Texas, and
IJ being more particularly described as follows:
BEGINNING at the Southeast corner of the James Dougherty Addition, said
point also being the Southeast corner of Lot 8 of the replat of the
James Dougherty Addition,
THENCE North 880 43' West a distance of 1.6.0 feet to a point for corner;
THENCE North 00° 34' East a distance of 264.59 feet to a point for corne s
THENCE North 480 14' 07" East a distance of 14.88 feet to a point for
corner;
THENCE South 001 34' West a distance of 21.11 feet to a point for corner;
f THENCE South 88° 43' East a distance of 5.0 feet to a point for corner;
THENCE South 00° 34' West a distance of 253.70 feet to the POINT OF
BEGINNING, and containing 4,234.8 square feet or 0.097 acres of land.
I
TO HAVE AND TO HOLD the said premises, together with all and singular the rights, privileges
and appurtenances thereto in any manner belonging unto the said GOLDEN TRIANGLE DEVELOP-
MENT CORPORATION, its successors
f heirs and assigns forever, so that neither it the said
City of Denton, Texas
successors or assigns
nor xll3 n, nor any person or persons claiming under it shall, at any time
hereafter, have, claim, or demand any right or title to the aforesaid premises or appurtenances, or any
part t erof.
~t'~}hyE~~J'•,• my hand at Denton, Texas this
I i Er •..p ~
yof A.D.19 83
lMe~ re eat~o Grantor :ITY,, D
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y`9TEST /bS'U C,~c:C.C~iti- BY : , I
I or z "ofl' cez'
A all!2'. 11P, 48
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--SiNGL£ ACKNOWIF,DG6t£l1T - - - -
-,TIiE ST I1 E OF TEXAS,
COUNTY OF DENTON
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this day personally appeared
/ All
•xnOwri to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to
me that • h%~ e' executed the same for the purposes and considention therein expressc¢ and in the capacity t}Iere7
fStated.r GIVEN UND bfl' HA,' AND SEll, OF OFFICE,
this the / day of~JA. D. 1953
JEANME glary Pak Rate C
of roan
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: YV 14 La mlaw lspies iv" it. 1465
Notary is in and for The State of )COO OK. Texas
SINGLE ACKNOWLEDCMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE ME, the undersigned, a Notary Public in and for said C y and State, on this day personally appeared
known to we to be the person whose name subscribed tLc foregoing instrument, and acknowledged to
me that he executed the same for the purposes and ccns;d,r.!;on therein expressed.
GIVEN UNDER MY NAND AND SEAL. OF OFFICE,
this the day cf A. D. 19
(L S,)
Notary Public in and for County. Texas
CORPORATION ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE ME, the undersigneJ, a Notary Public in and for said County and State, on this day personally appeared
, known to me to be the person and ofncer
whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said
a corporation, and that he executed she same as the art of such corporation for the purposes and consideration therein
"pressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this the day of A. D. 19 -
(L. S.)
Notary Public in and for County, Texas
THE STATE OF TEXAS,
COUNTY OF
I HEREBY CERTIFY that the foregoing instrument of writing with its certificate of authentication, was filyd for
record in my office on the day of , A. D. 19 It o'clock M,
■nd was duly recorded by me on the day of SIATEOF TMS A. D. 19
in Vol , page of the Records of said County. COUNTY Cdlf" OF W'
A!r y *Ctfim wM1 Denton Cosntt{+ Tease
WITNESS MY HAND and the Seal of the County Court of said Con t , fk rftytifyfi6afiphfs fnstru a ~
0 s day sad year hat above written. a,e and time scam meet vas filed an b`!~
corded In the kereon volum by ma and WAS dub( Mr
of Denton Crw e end page of the rNrsed
.........._...___._r,tl.:_.s,....e..{ET11.d'fifCiliFt~
(L S.) County Clerk acrtr 1t1Q~ 2~ 1983 Canot-f
co'ca`., ~r(sf ~O
COUNTY CLEIK Danton
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NO. 8~-a 7
AN ORDINANCE ANNEXING A ZRACT OF LAND CONTIGUOUS AND ADJACENT TO
THE CITY OF DENTON, TEXAS; BEING ALL THAT LOT, TRACT OR PARCEL
OF LAND CONSISTING OF APPROXIMATELY 3.420 ACRES OF LAND LYING
AND BEING SITUATED IN THE COUNTY OF DENTON, STATE OF TEXAS AND
BEING PART OF THE A. WHITE SURVEY, ABSTRACT NO. 1406, DENTON
COUNTY, TEXAS; CLASSIFYING THE SAME AS AGRICULTURAL "A" DISTRICT
PROPERTY; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the request for annexation was introduced at a
regular meeting of the City Council of the City of Denton,
Texas, on the petition of the City of Denton, Texas; and
WHEREAS, an opportunity was afforded, at a public hearing
held for that purpose on January 4, 1983 in the Council Chambers
for all interested persons to state their views and present
evidence bearing upon the annexation provided by this ordinance;
and
WHERI:AS, an opportunity was afforded, at a public hearing
held for that purpose on January 18, 1983 upon the property
hereinafter described in this annexation ordinance for all
interested persons to ;Mate their views and present evidence
bearing upon the annexation provided by this ordinance; and
WHEREAS, this ordinance has been published in full at least
one time in the official newspaper of the City of Denton, Texas,
prior to its effective datEe, and after the public hearings;
NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY
ORDAINS:
SECTION I.
That the hereinafter described tract of land be, and the
same is hereby annexed to the City of Denton, Texas, and the
same is madfa hereby a part of said City and the land and the
present and future inhabitants thereof shall be entitled to all
the rights and privileges of other citizens of said City and
shall be bound by the acts and ordinances of said City now in
effect or which may hereafter be enacted and the property
situated therein shall be subject to and shall bear its prorata
part of the taxes levied by the City. The tract of land hereby
annexed is described as follows, to-win.:
All that certain tract or parcel of land situated in the. A.
White Survey, Abstract No. 1406, Denton County, Texas, being a
part of a certaii (called) 52.54 acre tract deeded by Katherine
Jagoe Preston, a widow to Cauble Enterprises on the lst day of
April, 1966, and recorded in Volume 536, Page 425, Deed Records
of said County, and being more particularly described as follows:
COMMENCING at the southeast corner of said 52.54 acre tract in
the north right of way line of U.S. Highway 77, Business Route;
THENCE north 00014100" east along the east boundary line of said
52.54 acre tract a distance of 506.40 feet to a point in the
present city limits of the City of Denton, Denton County, Texas
and the point of beginning;
THENCE north 58039100" west along the said present city limits
line a distance of 991.57 feet;
THENCE north 00058100" west along the prevent city limits line
parallel with and 500 feet from the center line of Interstate
PAGE. 1
e
Highway 35, a distance of 549.30 feet to a point in the north
boundary line of said A. white survey;
THENCE south 89036100" east along the north boundary line of
said A. White Survey a distance of 107.05 feet;
THENCE south 00058'00" east parallel with and 500 feet from the
west boundary line of said 52.54 acre tract a distance of 582.83
feet;
THENCE south 58039100" east parallel with and 500 feet from the
south boundary line of said 52.54 acre tract a distance of
792.12 feet to a point in the east boundary line of said 52.54
acre tract;
THENCE south 00014'00" west along the east boundary line of said
52.54 acre tract a distance of 69.05 feet to the point of
beginning and containing 3.420 acres of land, more or less.
SECTION II_
The above described property is hereby classified as
Agricultural "A" District and shall so appear on the official
zoning map of the City of Denton, Texas, which map is hereby
amended accordingly.
SECTION III_
This ordinance shall be effective immediately upon its
passage.
Introduced before the City Council on the 8th day of
February, 1983.
PASSED AND APPROVED by the City Council on the 15th day of
1983.
I ARD O. STEhA AT, MA
CIT OF D NT-ON, TEXAS
ATTEST:
gel
CHR OTT RLLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAI, FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
C.
SY= c
PAGE 2
} 1
PLAN OF SERVICE FOR ANNEXED AREA, CITY OF DENTON, TEXA$
WHEREAS, Article 970a as amended requires that a plan of service
be adopted by the governing body of a city prior to passage of an ordinance
annexing an area; and
WHEREAS, the City of Denton is contemplating annexation of an
area which is bounded as shown on a map of the proposed annexation.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DENTON, TEXAS:
Section 1. Pursuant to the provisions of Article 970a as
amended, Texas Code Annotated, there is hereby adopted for the proposed
annexation area the following plan of service:
I. Basic Service Plan
A. Police
(1) Patrolling, radio responses to calls, and other
routine police services, using present personnel
and equipment, will be provided on the effective
date of annexation;
(2) Traffic sign%1s, traffic signs, street markings,
and other traffic control devices will be installed
as the need therefore is established by appropriate
study and traffic standards.
B. Fire
(1) Fire protection by the present personnel and equip-
ment of the fire fighting force, will be provided
on the effective date of annexation.
C. Water
(1) Water for domestic, commercial and industrial use
will be provided at city rates, from existing city
lines on the effective date of annexation, and
thereafter, from new lines as extended in accordance
with article 13.06 of appendix A of the code of the
City of Denton, Texas.
D. Sewer
(1) Properties in the annexed areas will be connected
to sewer lines in accordance with article 13.06 of
appendix A of the code of the City of Denton, Texas.
E. Refuse Collection
(1) The same regular refuse collection service now pro-
vided within the city will be extended to the
annexed area within one month after the effective
date of annexation.
Service Plan
Annexed Areas
Page two
F. Streets
(1) Emergency maintenance of streets (repair of hazardous
chuckholes, measures necessary for traffic flow, etc.)
will begin on the -effective date of annexation.
(2) Routine maintenance on the same basis as in the
present city, will begin in the annexed area on
the effective date of annexation.
(3) Reconstruction and resurfacing of streets, installa-
tion of storm drainage facilities, construction of
curbs and gutters, and other such major improvements,
as the need therefore is determined by the governing
body, will be accomplished under the established
policies of the city.
G. Inspection Services
(1) Any inspection services now provided by the city
(building, electrical, plumbing, gas, housing,
sanitation, etc.) will begin in the annexation area
on the effective date of annexation.
H. Planning and Zoning %
(1) The Planning and Zoning jurisdiction of the city
will extend to the annexed area on the effective
date of annexation. City planning will thereafter
encompass the annexed area.
I, Street Lighting
(1) Street lighting will be installed in the substan-
tially developed areas in accordance with the
established policies of the city.
J. Recreation
(1) Residents of the annexed area may use all existing
recreational facilities, parks, etc., on the effec-
tive date of annexation. The same standards and
policies now used in the present city will be fol-
lowed in expanding the recreational program and
facilities in the enlarged city.
K. Electric Distribution
(1) The city recommends the use of City of Denton for
electric power.
Service Plan
Annexed Areas
Page three
L. Miscellaneous
(1) Street name signs where needed will be installed
within approximately 6 months after the effective
date of annexation.
II. Capital Improvement Program (CIP)
The CIP of the City consists of a five year plan that is up-
ds~ted yearly. The Plan is prioritized by such policy guide-
lines as:
(1) Demand for services as compared to other areas
based partly on density of population, magnitude
of problems compared to other areas, established
technical standards and professional studies, and
natural or technical restraints or opportunities.
(2) Impact on the balanced growth policy of the city.
(3) Impact on overall city economics.
The annexed area wily be considered for CIP planning in the
upcoming CIP plan, which will be no longer than one year from
the date of annexation. In this new CIP planning year the
annexation area will be judged accordingly to the same
established criteria as all other areas of the city.
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NO.
AN ORDINANCE SETTING A DATE, TIME AND PLACE ON THE PROPOSED
ANNEXATION OF CERTAIN PROPERTY BY THE CITY OF DENTON, TEXAS, AND
AUTHORIZING AND DIRECTING THE MAYOR TO PUBLISH NOTICE OF SUCH
PUBLIC HEARING.
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I.
On the 5th day of April, 1983, at 4:15 o'clock P.M. on the
south side of Fish Trap Road approximately 1,300 feet east of
the M K & T Railroad, the City Council will hold a public
hearing giving all interested persons the right to appear and be
heard on the proposed annexation by the City of Denton, Texas of
the property described below.
On the 5th day of April, 1983, at 7:00 o'clock P.M. in the
City Council Chamber of the Municipal Building of the City of
Denton, Texas, the City Council will hold a public hearing
giving all interested persons the right to appear and be heard
on the proposed annexation by the City of Denton, Texas of the
following described property, to-wit:
All that certain tract or parcel of land lying and being
situated in thl: County of Denton, State of Texas, and being part
of the M. Forrest Survey, Abstract No. 417 and the T. Living
Survey, Abstract No. 729 and being more particularly described
as follows:
BEGINNING at a point in the present city limits as established
by ordinance No. 74-31, said point being the northeast corner of
the tract described in said ordinance, said point also lying in
the southeast right of way line of the Texas and Pacific
Railroad;
THENCE northeasterly along the southeast right of way of said
railroad the following six courses and distances: (1) north
70008110" east 427.81 feet, (2) north 64020' east 1294.5 feet,
(3) north 64000130" east 661.69 feet, (4) north 63058157" east
623.18 feet, (5) north 63056' east 1151.69 feet, (6) north 640
45' east 672.5 feet to a point for a corner said point being the
northeast corner of the Meadowlark Addition;
THENCE south 4042'30" west along the east boundary line of said
addition, passing at 1873.2 feet the southeast corner of said
addition and continuing for a total distance of approximately
1903.2 feet to a point for a corner in the center of an east and
west public road (Fish Trap Road);
THENCE west along the centerline of said road a distance of
approximately 254.28 feet to a point for a corner, said point
being the northeast corner of a tract as described in Volume
8390 Page 615 of the Deed Records of Denton County, Texas;
THENCE south 2031141" west along the east boundary line of said
tract an approximate distance of 934.78 feet to a point for a
corner in the present city limits as established by Ordinance
No. 69-40 Tract V, said point lying 350 feet north of and
perpendicular to the centerline of U. S. Highway 380;
THENCE southeasterly along the present city limits 350 feet
north of and parallel with the centerline of U. S. Highway 380 a
9-1564/GRIFFIS MOBILE HOME DEVELOPMENT/FISH TRAP ROAD-PAGE ONE
1
distance of approximately 1474.88 feet to a point for a corner
in the centerline of a north and south public road, said point
being the northwest corner of the tract described in said
Ordinance No. 69-40 Tract V, same being the east boundary line
of the tract as described in Ordinance No. 65-43 Tract I;
THENCE north along the centerline of said road, same being the
present city limits a distance of approximately 326.18 feet to a
point for a corner said point lying 670 feet north of and
perpendicular to the centerline of U. S. Highway 380;
THENCE southwesterly along the present city limits, 670 feet
north of and parallel with the centerline of U. S. Highway 380 a
distance of approximately 459.86 feet to a point for a corner
said point being the southeast corner of the tract described in
Ordinance No. 79-38;
THENCE north 0052141" west along the present city limits a
distance of 1081.28 feet to a point for a corner in the center
of an east and west public road (Fish Trap Road);
THENCE north 83026162" west along the present city limits and
centerline of said road a distance of 267.42 feet to a point for
a corner;
THENCE south 63050159" west along the present city limits a
distance of 580.07 feet to a point for a corner;
THENCE south 0052'41" west along the present: city limits a
distance of 983.32 feet to a point for a corner said point lying
670 feet north of and perpendicular to the centerline of U. S.
Highway 380;
THENCE southwesterly along the present city limits 670 feet
north of and parallel with the centerline of U. S. Highway 380,
a distance of approximately 1829.28 feet to a point for a corner
said point lying in the west boundary line of the said M.
Forrest Survey;
THENCE north along the present city limits, same being the west
boundary line of the said M. Forrest Survey, a distance of
approximately 308.86 feet to a point for a corner said point
being the southwest corner of the tract described in Ordinance
No. 79-12;
THENCE south 89026140" east along the present city limits a
distance of 814.6 feet to a point for a corner;
THENCE north 1032' east along the present city limits a distance
of 213.9 feet to a point for a corner;
THENCE north 8902614011 west along the present clay limits a
distance of 275.12 feet to a point for a corner;
THENCE north 1032' east along the present city limits passing at
70 feet the northerly northeast corner of th? tract described in
Ordinance No. 79-21 same being the southeast corner of the tract
described in Ordinance No. 74-31 and continuing for a total
distance of 574.85 feet to the place of beginning and containing
approximately 151.49 acres of land, more or lsss.
SECTION II.
The Mayor of the City of Denton, Texas, is hereby authorized
and directed to cause notice of such public hearing to be
published once in a newspaper having general circulation in the
Z-1564/GRIFFIS MOBILE HOME DEVELOPMENT/FISH TRAP ROAD-PAGE TWO
City and in the above described territory in accordance with the
Municipal Annexation Act (Article 970a, Vernon's Texas Civil
Statutes).
SECTION III.
This ordinance shall be in full force and effect immediately
following its passage and approval.
PASSED AND APPROVED this the 15th day of March, 1983.
9IHARLDO /4_SWWMTr7KAAYO
CI Y OF NTON, TEXAS
ATTEST:
cLe 4F
CHARLOTTE ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
2-1569/GRIFFIS MOBILE HOME DEVELOPMENT/FISH TRAP ROAD-PAGE THREE
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NOTICE OF PUBLIC HEARING ON CONTEMPLATED ANNEXATION
NOTICE IS HEREBY GIVEN TO ALL INTERESTED PERSONS THAT:
The City of Denton, Texas, proposes to institute annexation
proceedings to alter the boundary limits of said City to add the
following described territory to the corporate limit:; of the
City of Denton, to-wit:
All that certain t::act or parcel of land lying and being
situated in the County of Denton, State of Texas, and being part
of the M. vorrest Survey, Abstract No. 417 and the T. Living
Survey, Abstract No. 729 and being more particularly described
as follows:
BEGINNING at a point in the present city limits as established
by Ordinance No. 74-31, said point being the northeast corner of
the tract described in said ordinance, said point also lying in
the southeast right of way line of the Texas and Pacific
Railroad;
THENCE northeasterly along the southeast right of wall of said
railroad the fallowing six courses and distances: (1) north
70008110" east 427.81 feet, (:F north 64020' east 1294.5 feet,
(3) north 64°00130" east 661.69 feet, (4) north 63058157" east
623.18 feet, (5) north 63°56' Mast 1151.69 feet, (6) north 640
45' east 672.5 feet to a point for a corne•: said point being the
northeast corner of the Meadowlark Addition;
THENCE south 4042130" west along the east boundary line of said
addition, passing at 1873.2 feet the southeast corner of said
addition and continuing for a total distance of approximately
1903.2 feet to a point for a corner in the center of an east and
west public road (Fish Trap Road);
THENCE west along the centerline of said road a distance of
approximately 254.28 feet to a point for a corner, said point
being the northeast corner of a tract as described in Volume
339, Page 615 of the Deed Records of Denton County, Texas;
THFNCE south 2031141" west along the east boundary line of said
tract an approximate distance of 934.78 feet to a point for a
corner in the present city limits as established by Ordinance
No. 69-40 Tract V, said point lying 350 feet north of and
perpendicular to the centerline of U. S. Highway 380;
THENCE southeasterly along the present city limits 350 feet
north of and parallel with the centerline of U. S. Highway 380 a
distance of approximately 1474.88 feet to a point for a corner
in the centerline of a north and south public road, said point
being the northwest corner of the tract described in said
Ordinance No. 69-40 Tract V, same being the east boundary line
of the tracc as described in Ordinance No. 65-43 Tract I;
THENCE north along the centerline of said road, same being the
present city limits a distance of approximately 326.18 feet to a
point for a corner said point lying 670 feet north of and
perpendicular to the centerline of U. S. Highway 380;
THENCE southwesterly along the present city limits, 670 feet
north of and parallel with the centerline of U. S. Highway 380 a
distance of approximately 459.86 feet to a point for a corner
said point being the southeast corner of the tract described in
Ordinance No. 79-341
THENCE north 0052141" west along the present city limits a
distance of 1081.28 feet to a point for a corner in the center
of an east and west public road (Fish Trap Road);
NOTICE/Z-1564/GRIFFIS MOBILE HOME DL'VELOPMENT/FISH TRAP ROAD
PAGE ONE
I ,
THENCE north 83026162" west along the present city limits and
centerline of said road a distance of 267.42 feet to a point for
a corner;
I
THENCE south 63050159" west along the present city limits a
distance of 580.07 feet to a point for a corner;
THENCE south 0052141" west along the present city limits a
distance of 983.32 feet to a point for a corner said point lying
670 feet north of and perpendicular to the centerline of U. S.
Highway 380;
THENCE southwesterly along the present city limits 670 feet
north of and parallel with the centerline of U. S. Highway 380,
a distance of approximately 1829.28 feet to a point for a corner
said point lying in the west boundary line of the said M.
Forrest Survey;
THENCE north along the present city limits, same being the west
boundary line of the said M. Forrest Survey, a distance of
approximately 308.86 feet to a point for a corner said point
being the southwest corner of the tract described in Ordinance
No. 79-12;
THENCE south 89026140" east along the present city limits a
distance of 814.6 feet to a point for a corner;
THENCE north 10321 east along the present city limits a distance
of 213.9 feet to a point for a corner;
THENCE north 89026140" west along the present city limits a
distance of 275.12 feet to a point for a corner;
THENCE north 1032' east along the present city limits passing at
70 feet the northerly northeast corner of the tract described in
Ordinance No. 79-21 same being the southeast corner of the tract
described in Ordinance NUJ. 74-31 and continuing for a total
distance of 574.85 feet to the place of beginning and containing
approximately 151.49 acres of land, more or less.
A Public Hearing will be held by and before the City Council
of the City of Denton, reexas, on the 5th day of April, 1983, at
4s15 o'clock P.M. on the south side of Fish Trap Road approxi-
mately 1,300 feet east of the M K & T Railroad, for all persons
interested in the above proposed annexation. At said time and
place all such persons shall have the right to appear and be
heard. Of all said matters and things, all persons interested
in the things and matters herein .mentioned, will take notice.
A Public Hearing will be held by and before the City Council
of the City of Denton, Texas, on the 5th day of April, 1983, at
7:00 o'clock P. M. in the City Council Chamber of the Municipal
Building of the City of Denton, Texas, for all persons
interested in the above proposed annexation. At said time and
place all such persons shall have the right to appear and be
heard. Of all said matters and things, all persons interested
in the things and matters herein mentioned, will take notice.
L4ST i ARD 0 T4AS , MAY
iCIT OF D NTON, TEXAS
ATTEST:
C -"L ITY SECRETARY
NOTICE/2-1564/GRIFFIS MOBILE HCYiE DEVELOPMENT/FISH TRAP ROAD
PAGE TWO
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NO.
AN ORDINANCE AMENDING THE ZONING MAP OF THE CITY OF DENTON,
TEXAS, AS SAME WAS ADOPTED AS AN APPENDIX TO THE CODE OF
ORDINANCES OF THE CITY OF DENTON, TEXAS, BY ORDINANCE NO. 69-1,
AND AS SAID MAP APPLIES TO 3.359 ACRES OF LAND, MORE OR LESS;
AND DECLARING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY OP.DAINS:
SECTION I.
The Zoning Classification and Use designation of the
following described tracts of land, to-wit:
All that certain tract or parcel of land situated in the A.
White Survey, Abstract No. 1406, Denton County, Texas, being a
part of a certain (called) 52.54 acre tract deeded by Katherine
Jagoe Preston, a widow to Cauble Enterprises or, the 1st day of
April, 1966, and recorded in Volume 536, Page 425, Deed Records
of said County, and being more particularly described as follows:
COMMENCING at the southeast corner of said 52.54 acre tract in
the north right of way lins of U.S. Highway 77, Business Route;
THENCE north 00014100" east along the east boundary line of
52.54 acre tract a distance of 506.40 feet to a point in present
city limis of the City of Denton, Denton County, '.texas and the
point of beginning;
THENCE north 58039100" west along the said present city limits
line a distance of 991.57 feet;
THENCE north 00058'00" west along the present city limits line a
parallel with and 500 feet froin the centerline or Interstate
Highway 35, a distance of 549.30 feet to a point in the north
boundary line of said A. White Survey;
THENCE, south 89036100" east along the north boundary line of
said A. White Survey a distance of 107.05 feet;
THENCE south 00°58'00" east parallel with and 500 feet from the
west boundary line of said 52.54 acre tract a distance of 582.83
feet;
THENCE south 58039100" east parallel with and 500 feet from the
south boundary line of said 52.54 acre tract a distance of
792.12 feet to a point in the east boundary line of said 52.54
acre tract;
THENCE nouth 00014100" west along the east boundary line of said
52.54 acre tract a distance of 69.05 feet to the point of
beginning and containing 3.420 acres of land, more or less.
is hereby changed from Agricultural "A" District Classification
and Use to Commercial "C" District Classification and Use under
the Comprehensive Zoning Ordinance of the City of Denton, Texas.
The Zoning Map of the City of Denton, Texas, adopted the
14th day of January, 1969, as an Appendix to the Code of
Ordinances of the City of Denton, Texas under Ordinance No.
69-11 be, and the same is hereby amended to show such change in
District Classification and Use.
Z-1552 CAUBLE ENTERPRISEF,, INC.-PAGE ONE
SECTION II.
That the City Council of the City of Denton, Texas hereby
finds that such change is in accordance with a comprehensive
plan for the purpose of promoting the general welfare of the
City of Denton, Texas, and with reasonable consideration, among
other things for the character of the district and for its
peculiar suitability or particular uses, and with a view to
conserving the value of the buildings, protecting human lives,
and encouraging the most appropriate uses of land for the
maximum benefit to the City of Denton, Texas, and its citizens.
SECTION III.
That this ordinance shall be in full force and effect
immediately after its passage and approval, the required public
hearings having heretofore been held by the Planning and zoning
Commission and the City Council of the City of Denton, Texas,
after giving due notice thereof.
PASSED AND APPROVED this the day of L 1983.
CIjHA_
I R STEW T, MAY .
Y OF D NTON, TEXAS
ATTEST:
&/~ezL1
U E ITj CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENT0ge TEXAS
BY: ~&X-b/2
Z-1552 CAUBLE ENTERPRISES, INC.-PAGE TWO
63
X
1~ lye t Y b
N0.
AN ORDINANCE AMENDING SECTION 15-4.1 OF CHAPTER 15 OF THE CODE OF
ORDINANCES OF THE CITY OF DENTON, TEXAS; INCREASING USER FEES FOR
CERTAIN PARK AND RECREATION FACILITIES; PROVIDING FOR A
SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION I.
That Section 15-4.1 of Chapter 15 "Parks and Recreation" of
the Code of Ordinances of the City of Denton, Texas is hereby
amended to read as follows:
"Section 15-4.1 Facility Fees
The following fees shall be charged and collected for the use
of the city's parks and recreational facilities in accordance
with the schedule set forth herein. Additional fees for facility
supervision or police services may be charged in addition to
these fees.
1. SWIMMING POOL
a. Season Pass $25.00 per person or $60.00 per family
b. General Admission $1.00 per adult, $0.75 per child
$0.75 per senior citizen (60 years of age
or older & spouse)
Children 2 years and under free
c. Pool Rental
Non-Profit $10.00 per hour (5 hours or more per week)
$15.00 per hoar (3-4 hours per week)
$20.00 per hour (1-2 hours per week)
Private $15.00 per hour (5 hours or more per week)
$20.00 per hour (3-4 hours per week)
$25.00 per hour (1-2 hours per week)
Professional $20.00 per hour (5 hours or more per week)
$25.00 per hour (3-4 hours per week)
$30.00 per hour (1-2 hours per week)
Commercial $25.00 per hour (5 hours or more per week)
$30.00 per hour (3-4 hours per week)
$35.00 per hour (]-2 hours per week)
2. TENNIS CENTER
a. Season Pass $25.00 per person or $60.00 per family
b. General Admission (during posted hours)
Singles: $ 1.00 per adult
0.75 per child
$ 0.75 per senior citizen
Doubles: $ 1.00 per adult
$ 0.,5 per child
$ 0.75 per senior citizen
3. CIVIC CENTER
a. Meeting Room Rental
1. Non-Profit
(during open hours) No Charge
2. Non-Profit
(all other times) $ 7.50 per hour or $ 60.00 per day
3. Private $10.00 per hour or $ 80.00 per day
4. Professional $15.00 per hour or $120.00 per day
4. Commercial $20.00 per hour or $160.00 per day
5. Non-Denton (add) $ 5.00 per hour or $ 40.00 per day
Regular hours are 8:00 A.M. to 9:00 P.M., Monday through
Friday.
b. Assembly Room Rental
1. Non-Profit $15.00 per hour or $120.00 per day
2. Private $20.00 per hour or $16(..:10 per day
3. Professional $30.00 per hour or $240.00 per day
3. Commercial $40.00 per hour or $320.00 per day
4. Non-Denton (add) $10.00 p^r hour or $ 80,W pao.: day
c. Entire Facility
1. Non-Profit ;20.00 per hour or $160.00 per day
2. Private $30.00 per hour or $240.00 per day
3. Professional $45.00 per hour or $360.00 per day
3. Commercial $60.00 per hour or x'480.00 per day
4. Non-Denton (add) $15.00 per hour or $120.00 per day
4. RECREATION CENTERS
a. Meeting Rooms
1. Non-Profit
(during open hours) No Charge
2. Non-Profit
(a".l other times) $ 5.00 per hour or $ 40.00 per day
3. Private $ 7.50 per hour or $ 60.00 per day
4. Professional $10.00 per hour or $ 80.00 per day
5. Commercial $15.00 per hour or $120.00 per day
6. Non-Denton (add) $ 5.00 per hour or $ 40.00 per day
Regular hours are 9:00 A.M. to 9:00 P.M., Monday through
Friday and 12:00 P.M. to 6:00 P.M. on Saturday.
b. Gyms
1. Non-Profit $10.00 per hour or $ 80.00 per day
2. Private $15.00 per hour or $120.00 per day
2. Professional $25.00 per hour or $200.00 per day
3. Commercial $35.00 per hour or $280.00 per day
4. Non-Denton $10.00 per hour or $ 80.00 per day
c. Game Room
1. Non-Profit $ 5.00 per hour or $ 40.00 per day
2. Private $10.00 per hour or $ 80.00 per day
2. Professional $15.00 per hour or $120.00 per day
3. Commercial $20.00 per hour or $160.00 per day
d. Entire Facility
1. Non-Profit $20.00 per hour or $160.00 per day
2. Private $30.00 per hour or $240.00 per day
2. Professional $45.00 per hour or 8360.00 per day
3. Commercial $60.00 per hour or $480.00 per day
4..Non Denton (add) $15.00 per hour or $120.00 per day
PAGE 2
5. SENIOR CENTER
a. Multipurpose Room
1. Non-Profit $10.00 per hour or $ 80.00 per day
2. Private $15.00 per hour or $120.00 per day
3. Professional $25.00 per hour or $200.00 per day
4. Commercial $35.00 per hour or $280.00 per day
5. Non-Denton (add) $ 5.00 per hour or $ 40.00 per day
b. Living Room
1. Non-Profit $ 5.00 per hour or $ 40.00 per day
2. Private $ 7.50 per hour or $ 60.00 per day
2. Professional $10.00 per hour or $ 80.00 per day
3. Commercial $15.00 per hour or $120.00 per day
4. Non-Denton (add) $ 2.50 per hour or $ 10.00 per day
c. Conference Room
1. Non-Profit
(during open hours) No Charge
2. Non-Profit
(during open hours) $ 5.00 per hour or $ 40.00 per day
3. Private $ 7.50 per hour or $ 60.00 per day
4. Professional $10.00 per hour or $ 80.00 per day
5. Commercial $15.00 per hour or $120.00 per day
6. Non-Denton (add) $ 2.50 per hour or $ 10.00 per day
d. Kitchen
1. Non-Profit $ 5.00 per hour
2. Private $ 7.50 per hour or $ 60.00 per day
3. Professional $10.00 per nour or $ 80.00 per day
4. Commercial $12.50 per hour or $100.00 per day
5. Non-Denton (add) $ 2.50 per hour or $ 20.00 per day
e. Entire Facility
1. Non-Profit $20.00 per hour or $160.00 per day
2. Private $30.00 per hour or $240.00 per day
3. Professional $45.00 per hour or $360.00 per day
4. Commercial $60.00 per hour or $480.00 per day
5. Non-Denton (add) $10.00 per hour or $ 80.00 per day
A day constitutes a twenty-four (24) hour period from
7:00 A.M. to 7:00 A.M.
6. ATHLETIC FIELDS
a. Light Fee
1. Practice $10.00 per 1-1/2 hours
2. League (adults) $20.00 per team
b. Field Rental $30.00 per session (includes one
field set-up each day of
the tournament.)
c. Concession Stand $ 20.00 per session
A session constitutes the hours of 8:00 A.M. to 6:00 P.M.
or 6:00 P.M. to 11:00 P.M.
PAGE 3
SECTION II.
That if any section, subsection, paragraph, sentence, clause,
phrase or word in this ordinance, or application thereof to any
person or circumstances is held invalid by any court of competent
jurisdiction, such holding shall not affect the validity of the
remaining portions of this ordinance, and the City Council of the
City of Denton, Texas, hereby declares it would have enacted such
remaining portions despite any such invalidity.
SECTION III.
That this ordinance shall become effective from and after its
date of passage.
PASSED AND APPROVED this the /.:5~711-a ay o 1 83.
I HA D STEW T, Y OR-VLI
CI Y OF ?`TONr TEXAS
ATTEST:
CHAR TT ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY: 012~~
PAGE 4
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N0.
AN ORDINANCE AMENDING CHAPTER 15, "PARKS AND RECREATION" OF THE
CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS, 19661 AS
AMENDED, BY RENUMBERING THE SECTIONS THEREIN; DELETING CERTAIN
SECTIONS; PROHIBITING AND REGULATING CERTAIN CONDUCT IN PARKS;
PROVIDING FOR A PENALTY IN AN AMOUNT NOT TO EXCEED TWO HUNDRED
DOLLARS ($200.00); PROVIDING FOR A SEVERABILITY CLAUSE; AND
PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION I.
That Section 15-2 "Qualifications, powers and duties defined
in Charter" of Chapter 15 of the Code of Ordinances of the City
of Denton, Texas, 1966, as amended, is hereby deleted.
SECTION II_
That Sections 15-3 through 15-7.5 of Chapter 15 of the Code
of Ordinances of the City of Denton, Texas, 1966, as amended,
are hereby renumbered consecutively as Sections 15-2 through
15-7.
SECTION III.
That Section 15-6(b), of the Code of Ordinances of the City
of Dent.m, Texas, 1966, as amended, and herein renumbered as
Section 15-5(b), is amended to hereafter read as follows:
(b) Vehicles and animals limited to certain areas. It
shall be unlawful for any person to operate or
drive any automobile, motorcycle or other vehicle
or to lead, drive or ride any animal over or
through any park, except along and upon park
streets, drives, parkways or boulevards.
SECTION IV.
That Section 15-6 of the Code of Ordinances of the City of
Denton, Texas, 1966, as amended, and herein renumbered as
Section 1S-5, is amended by adding a new Section 15-5(dl which
shall hereafter read as follows:
(d) Parking Restrictions. It shall be unlawful for
any person to par any vehicle in a park except in
places designated by the City for such purposes
and it shall be unlawful for any person to park or
permit to remain parked any vehicle owned by or
under said person's control on park property after
ten o'clock p.m. or before six o'clock a.m. unless
participating in an activity which is scheduled by
or with the approval of the City.
a~
SECTION V.
That Section 15-7(c) of the Code of Ordinances of the City
of Denton, Texas, ct~ amon('-cl, is amended by deleting the
present Section 15-7(c) and enacting a new Section 15-7(c)
herein renumbered as Section 15-6(c) which shall hereafter read
as follows:
(c) Bring in or dunp, deposit or leave any bottles,
broken glass, ashes, paper, boxes, cans, dirt,
rock, rubbish, waste, wood, garbage, refuse or
outer household or commercial trash, containers,
equipment or appliances. No such refuse, trash or
other materials shall he placed in anv waters in
or contiguous to any park or left anywhere on the
grounds thereof, but shall he placed in the proper
receptacles where provided, and if not provided,
all such rubbish, trash or waste shall :)e carried
away from the park by the person responsible for
its presence and properly deposed of elsewhere.
SECTION VI.
That Section 15-7 of the Code of Ordinances of the City of
Dento-At, Texas, 1966, as amended, and herein renumbered as
Section 15-6 is hereby amended by adding thereto a new Section
15-6(e), (f), (g), (h), (i) and (j), which shall hereafter read
as follows:
(e) Bring in or dump, deposit or leave any no,cious,
hazardous or flammable materials or substances,
either solid or liquid, on park property.
(f) Start or maintain a fire in a park except in a
fireplace or grill at a site designated by the
Parks and Recreation Department; to leave the park
without extinguishing a fire started or maintained
by that person; to burn wood found in the park, or
to deposit hot coals in trash receptacles.
(g) Camp in a park other than an area designated by
and with the written permission of the Parks and
Recreation Department.
(h) Possess, bring into or discharge in a park any
firearm, air or gas operated gun, bow, crossbow or
other missile throwing device.
(i) Move or carry away any sod, sand, earth, tree,
wood, shrub, flower or other landscaping in a
park, or to trample, injure or destroy plant
material and park fixtures or facilities.
(j) Hit a golf ball in a park except in areas
designated by the Parks and Recreation Department.
PAGE 2
k. No person shall take any fish or other aquatic live
from park water areas by any means except a hook
and line using natural or artificial bates. All
nets and seines ara prohibited.
SECTION VII.
That Section 15-7.5 of the Code of Ordinances of the City of
Denton, Texas, 1966, as amended, and herein renumbered as
Section 15-7, is amended to hereafter read as follows:
Section 15-7. CONSUMPTION OF ALCOBOLIC BEVERAGES
PROHIBITED IN PARKING AREAS.
Within the limits of any public park within the City,
it shall be unlawful for any person to consume any
alcoholic beverage in a parking lot or area when such
parking lot or area are adjacent to a recreation
center or facility. Recreation center or facilitk i , as
used herein shall mean a public building, structure
or improved area used for any type of recreational
activity, and shall include but not be limited to
swimming pools, basketball courts and tennis centers.
SECTION VIII.
That Section 15-8 of the Code of Ordinances of the City of
Denton, Texas, 1966, as amended, is hereby deleted.
SECTION IX.
That Section 15-9 of the Code of Ordinances of the City of
Denton, Texas, 1966, as amended, is herein renumbered as Section
15-6, and amended to hereafter read as follows:
Section 15-8. CITY PARK CLOSED DURING CERTAIN HOURS.
The City parks shall be closed to the public between
the hours of ten o'clock p.m. and six o'clock a.m. on
the following day, and it shall be unlawful for any
person to enter or be found in City parks between such
hours, except for events approved or scheduled by the
Parks and Recreation Department or City Council.
SECTION X.
That Section 15-10 of the Code of Ordinances of the City of
Denton, Texas, 1966, as amended, is herein renumbered as Section
15-9 and amended to hereafter read as follows:
The violation of any provision of this chapter shall
be deemed an offense and be punishable by a fine not
to exceed Two Hundred Dollars ($200.00) and each
violation thereof shall be and is hereby deemed to be
a distinct and separate offense and punishable as such.
PAGE 3
SECTION XI.
That if any section, subsection, paragraph, sentence, clause,
phrase or word in this ordinance, or application thereof to any
person or circumstance is held invalid by any court of competent
jurisdiction, such holding shall not affect the validity of the
remaining portions of this ordinance, and the City Council of the
City of Denton, Texas, hereby declares it would have enacted such
remaining portions despite any such invalidity.
SECTION XII.
That this ordinance shall become effective fourteen (li) days
from the date of its passage, and the City Secretary is hereby
directed to cause the caption of this ordinance to be published
twice in the Denton Record-Chronicle, the official newspaper of
the City of Denton, :'exas, within ten (10) days of the date of
its passage.
PASSED AND APPROVED this the `ay of t, 1983.
i
dI IHARD ST ART, MAYOR
CI Y OF DENTON, TEXAS
ATTEST:
CHARLOTTE ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY: i
PAGE 4
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R E S O L U T I O N
WHEREAS, it is necessary for the Council of the City of
Denton to authorize the submission of an application to the
Texas Criminal Justice Division requesting funding for the
City's Narcotic Enforcement Unit; and
WHEREAS, Article 4413 (32a), V.T.C.S. was amended to enable
the Criminal Justice Division of the State of Texas to allocate
grants and administer criminal justice programs on a statewide
level; and
WHEREAS, the City of Denton is eligible to receive such
funds and desires to protect the safety and well-being of its
citizens through the reduction of the use of narcotics and
narcotic trafficking; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
SECTION I.
That the City Council of the City of Denton, Texas,
certifies that the City is eligible to receive a funding
allocation from the Texas Criminal Justice Division for the
City's Narcotic Enforcement Unit and hereby authorizes the staff
to submit an application for such funds.
SECTION II.
That the City Council hereby authorizes and directs the City
Manager, or his designee, to represent and act on behalf of the
City of Denton in working with the Criminal Justice Division in
regard to such grant application.
SECTION III.
That a copy of this Resolution shall be forwarded to the
Texas Criminal Justice Division and the North Texas Central
Council of Governments.
PASSED AND APPROVED this the _ day of March, 1983.
I D STEW T,
CIT OF NTON, TEXAS
P TTEST t
TT' EN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORMt
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OOF~' DENTON, TEXAS
BY: C
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R E S O L U T I O N
WHEREAS, it is necessary for the Council of the City of
Denton to authorize the submission of an application to the
Texas Criminal Justice Division requesting funding for a
Juvenile Police Officer to augment the City's Juvenile Law
Enforcement Program; and
WHEREAS, Article 4413 (32a), V.T.C.S. was amended to enable
the Criminal Justice Division of the State of Texas to allocate
j grants and administer criminal justice programs on a statewide
level; and
WHEREAS, the City of Denton is eligible to receive such
funds and desires to promote the public safety and well-being of
its citizens through increasing the effectiveness of the Denton
Police Department in its law enforcement relating to juveniles;
NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
SECTION I.
That the City Council of the City of Denton, Texas,
certifies that the City is eligible to receive a funding
allocation front the Texas Criminal Justice Division for a
Juvenile Police Officer to augment the City's Juvenile Law
Enforcement Program and hereby authorizes the staff to submit an
application for such funds.
SECTION II.
That the City Council hereby authorizes and directs the City
Manager, or his designee, to represent and act on behalf of the
City of Denton in working with the Criminal Justice Division in
regard to such grant application.
SECTION III.
That a copy of this Resolution shall be forwarded to the
Texas Criminal Justice Division and the North Texas Central
Council of Governments.
PASSED AND APPROVED this the day of March, 1983.
t
R CHARD O. ST ART, MA
C TY 0 DENTON, TEXAS
ATTEST:
CHAR OTT ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
By: C
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R E S O L U T I O N
W,TEREAS, it is necessary for the Council of the City of
Denton to authorize the submission of an application to the
Texas Criminal Justice Division requesting funding for the
City's Crime Prevention Program; and
WHEREAS, Article 4413 (32a), V.T.C.S. was amended to enable
the Criminal Justice Division of the State of Texas to allocate
grants and administer criminal justice programs on a statewide
level; and
WHEREAS, the City of Denton is eligible to receive such
funds and desires to protect the safety and well-being of its
citizens through the reduction of crime; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
SECTION I.
That the City Council of the City of Denton, Texas,
certifies that the City is eligible to receive a funding
allocation from the Texas Criminal Justice Division for the
City's Crime Prevention Program and hereby authorizes the staff
to submit an application for such funds.
SECTION II.
That the City Council hereby authorizes and directs the City
Manager, or his designee, to represent and act on behalf of the
City of Denton in working with the Criminal Justice Division in
regard to such grant application.
SECTION III.
That a copy of this Resolution shall be forwarded to the
Texas Criminal Justice Division and the North Texas Central
Council of Governments.
PASSED AND APPROVED this the day of March, 1983.
1
IC RD 0 STEW ART, MAY
CIT OF D.TON, TEXAS
ATTEST:
CHA TE ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORMt
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
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R E S O L U T I O N
WHEREAS, it is necessary for the Council of the City of
Denton to authorize the submission of an application to the
Texas Criminal. Justice Division requesting funding for a Video
Surveillance System for the new police facility; and
WHEREAS,. Article 4413 (32a), V.T.C.S. was amended to enable
the Criminal Justice Division of the State of Texas to allocate
grants and acAminister criminal justice programs on a statewide
level; and
WHEREAS, the City of Denton is eligible to receive such
funds and desires to protect the safety of its citizens and
officers through the installation of an effective video
surveillance system in its new police facility; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
SECTION I.
That the City Council of the City of Denton, Texas,
certifies that the City is eligible to receive a funding
allocation from the Texas Criminal Justice Division for the
purchase and installation of a Video Surveillance System in its
new police facility and hereby authorizes the staff to submit an
application for such funds.
SECTION II.
That the City Council hereby authorizes and directs the City
Manager, or his designee, to represent and act on behalf of the
City of Dentor in working with the Criminal Justice Division in
regard to such grant application.
SECTION III.
That a copy of this Resolution shall be forwarded to the
Texas Criminal Justice Division and the North Texas Central
Council of Governments.
PASSED AND APPROVED this the r _ day of March, 1983.
20
C RD O. STEWAR , MAY
CIT OF D TON, TEXAS
ATTEST:
CHARLOTT ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORMS
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:~
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14
IN THE l LATTER OF'
CITY OF DENTON
CHARLOTTE ALLEN
THE STATE OF-TEXAS Roy Appleton, Jr.
County of Denton
being duly sworn, says he is the General Manager of the Denton Record - Chronicle, a
newspaper of general circulation which has been continuously and regularly published
for a period of not less than one year in_the County of Denton, Texas, preceding the date
of the attached notice, and that the said notice was published in said paper on the follow-
ing dates:
NOTICE-.OF PUBLIC HEARING ON CONTEMPLATED ANNEXATION
NOTICE/Z-1564/Griffis Mobile Home Develop ent/Fish Trap Road
235 lines $94.00 MARCH 209 1983
Subscribed and sworn to before me this 20 day of March
, 19
Witness my hand and official seal.
Notary Public, Denton County, Texas
IN THE MATTER OF
CITY OF DENTON
_ CHARLOTTE ALLEN
THE STATE OF-TEXAS Roy Appleton, Jr.
County of Denton -
being duly sworn, says he is the General Manager of the Denton Record - Chronicle, a
newspaper of general circulation which has been continuously and regularly published
for a period of not less than one year in.the County of Denton, Texas, preceding the date
of the attached notice, and that the said notice was published in said paper on the follow-
ing dates:
NO. 83-31 23 lines $18.40 March 24 & 251 1983
Subscribed and swont to before me this 25 _ day of - March - 83
Witmss my hand ttnd official seal, Notary Public, Denton County, Texas
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` R E S O L U T I O N
WHEREAS, it is necessary for the Council of the City of Denton
to authorize the submission of an application to the National
Endowment for the Arts for a federal grant by The Greater Denton
Art Council; and
WHEREAS, the Greater Denton Art Council is eligible to receive
such grant and desires to apply for federal funds administered by
the Test Program of Support for Local Arts Agencies; and
WHEREAS, the Council is familiar with the guidelines of the
Test Program; and
WHEREAS, The Greater Denton Art Council desires these funds to
support renovation costs of The Denton Arts Complex; NOW,
THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
SECTION I.
That the City Council of the City of Denton, Texas certifies
that The Greater Denton Art Council is eligible to receive a
funding allocation for the renovation costs of The Denton Arts
Complex, and the staff is hereby authorized to submit an
application for such funds.
SECTION II.
That a copy of this Resolution shall be forwarded to the Test
Program of Support for Local Arts Agencies, National Endowment for
the Arts.
PASSED AND APPROVED this the 15th day of March, 1983.
D T ,
CIT OF D TON, TEXAS
ATTEST:
A;~16~4y
(Vz-o .
H ARRLUITTE"I'LbEN, CITY SECRETARY
CITY OF DENTON, TEXAS
APPROVED AS TO LEGAL FORM:
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
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CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE OF
CITY OF DENTON, TEXAS UTILITY SYSTEM SYSTEM REVENUE
REFUNDING BONDS, SERIES 1983
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON :
We, the undersigned officers of said City, hereby certify
as follows:
1. The City Council of said City convened in
SPECIAL MEETING ON THE 10TH DAY OF MARCH, 1983,
at the Municipal Building (City Hall), and the roll was called
of the duly constituted officers and members of said City
council, to-wit:
Charlotte Allen, City Secretary Richard 0. Stewart, Mayor
Mark Chew Jack Barton
Charles Hopkins Dr. A. Ray Stephens
Jim Riddlesperger Joe Alford
and all of said persons were present, except the following
,
absentees: 4zft4 021*r- ~
thus constituti6g a quorum. w Hereupon, among other business,
the following was transacted at said Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF
CITY OF DENTON, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS,
SERIES 1983
was duly introduced for the consideration of said City Council
and duly read. It was then duly moved and seconded that said
ordinance be passed; and, after due discussion, said motion,
carrying with it the passage of said Ordinance, prevailed and
carried by the following vote:
AYES: All members of said City Council
shown present above voted "Aye".
NOES: None.
2. That a true, full, and correct copy of the aforesaid
Ordinance passed at the Meeting described in the above and
foregoing paragraph is attached to and follows this Certifi-
cate; that said Ordinance has been duly recorded in said City
Council's minutes of said Meeting; that the above and foregoing
paragraph is a true, full, and correct excerpt from said City
Council's minutes of said Meeting pertaining to the passage of
said Ordinance; that the persons named in the above and fore-
going paragraph are the duly chosen, qualified, and acting
officers and members of said City Council as indicated therein;
and that each of the officers and members of said City Council
was duly and sufficiently notified officially and personally,
in advance, of the time, place, and purpose of the aforesaid
Meeting, and that said Ordinance would be introduced and
considered for passage at said Meeting; and that said Meeting
was open to the public, and public notice of the time, place,
and purpose of said meeting was given, all as required by
Vernon's Ann. Tex. Civ. St. Article 6252-17.
3. That the mayor of said City has approved, and hereby
approves, the aforesaid ordinance; that the Mayor and the City
Secretary of said City have duly signed said Ordinance; and
that the Mayor and the City Secretary of said City hereby
declare that their signing of this Certificate shall consti'-ute
the signing of the attached and following copy of said Ordi-
nance for all purposes.
4. That the Ordinance has not been modified, amended or
repealed and is in full force and effect on and as of the date
hereof. WL~
SIGNED AND SEALED the 1Q day of March, 19 3.
city secretary ayor
(SEAL) -
we, the undersigned, being respectively the City Attorney
anti the Bond Attorneys of the City of Denton, Texas, hereby
certify that we prepared and approved as to legality the
attached and following Ordinance prior to its passage as
aforesaid. /v
C_.. C rney
AA~ttorne
ORDINANCE $ 3 ap
AUTHORIZING THE ISSUANCE OF CITY OF DENTON, TEXAS
UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES 1983
THE STATE OF TEXAS ;
COUNTY OF DENTON ;
CITY OF DENTON
WHEREAS, the City of Denton, Texas (the "City") has duly
issued, and there are now outstanding, pursuant to Vernon's
Ann. Tex. Civ. St. Articles 1111 through 1118 and other appli-
cable laws, the following series or issues of revenue bonds
which are secured solely oy a first lien on and pledge of the
net revenues of the City's ent.re waterworks and sewer system:
City of Denton Water and Sewer System Revenue
Bonds, Series 19601 dated July 15, 1960, now
outstanding in the aggregate principal amount
of $ 730,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1962, dated January 15, 19631
now outstanding in the aggregate principal
amount of 390,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1964, dated July 15, 1964, now
outstanding in the aggregate principal amount
of 201,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1966, dated January 15, 1966,
now outstanding in the aggregate principal
amount of - - - - - - - - - - - - - - - - - - 200,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1969, dated April 15, 1969,
now outstanding in the aggregate principal
amount of 370,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1972, dated July 15, 1972, now
outstanding in the aggregate principal amount
of - - - - - - - - - - - - - - - - - - - - - - 970,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1974, dated July 15, 1974, now
outstanding in the aggregate principal amount
of - - - - 1,525,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1977, dated June 15, 1977, now
nu,:standing in the aggregate principal amount
of - - - - - - - - - - - - - - - - - - - - - - 450,000
City of Denton Water and Sewer System Revenue
Bonds, Series 1979, dated March 15, 1979, now
outstanding in the aggregate principal amount
of 3,800,000
City of Denton Water and Sewer System Revenue
Bonds, Series 19820 dated May 15, 1982, now
outstanding in the aggregate principal amount
of - - - - - - - - - - - - - - - - - - - - - - 105000000
(collectively the "Hater and Sewer System Revenue Bonds"); and
WHEREAS, the City has duly issued, and there now outstand-
ing, pursuant to Vernon's Ann. Tex. Civ. St. Articles 1111
through 1138 and other applicable laws, the following series or
issues of revenue bonds which are secured solely by a first
lien on and pledge of the net revenues of the City's electric
light and power system:
City of Denton Electric System revenue Refund-
ing Bonds, Series 1978, dated April 1, 1978,
now outstanding in the aggregate principal
amount of - - - - - - - - - - - - - - - - - - $19,255,000
City of Denton Electric System Revenue Bonds,
Series 1982, dated April 1, 1982, now out
standing in the aggregate principal amount
of - - - - - - - - - - - - - - - - - - - - - - 3,000,000
(collectively the "Electric System Revenue Bonds"); and
YIHEREAS, the above Water and Sewer System Revenue Bonds
and Electric System Revenue Bonds hereinafter collectively are
called the "Outstanding Bonds"; and
WHEREAS, the Outstanding Bonds are the only bonds or other
obligations secured by or payable from a first lien on and
pledge of the net revenues of the City's waterworks and sewer
system and the City's electric light and power system; and
WHEREAS, the City Council of the City is the governing
body of the City; and
WHEREAS, the refunding bonds hereinafter authorized are to
be issued and delivered pursuant to Vernon's Ann. Tex. Civ. St.
Article 717k, as amended, and other applicable laws, for the
purpose of refunding all of the Outstanding Bonds.
THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY
ORDAINS:
Section 1. BONDS AUTHORIZED. That the City's bonds are
hereby authorized to be issued in the principal amount of
$250280,000, FOR THE PURPOSE OF REFUNDING ALL OF THE
OUTSTANDING CITY OF DENTON WATER AND SEWER SYSTEM REVENUE BONDS
AND ELECTRIC SYSTEM REVENUE BONDS.
Section 2. BONDS DESIGNATED. That said bonds shall be
designated as the: "CITY OF DENTON, TEXAS UTILITY SYSTEM
REVENUE REFUNDING BONDS, SERIES 1983" (the "Bonds").
Section 3. DATE AND MATURITIES. That the Bonds shall 1,e
dated March 1, 1983, shall be in the denomination of $5,OJO
each, shall be numbered consecutively from one upward, and
shall mature serially on December 1 of each of the years, and
in the amoui.ts, respectively, unless redeemed prior to maturity
as required or permitted in the FORM OF BOND set forth in
Section 6 of this Ordinance, as set forth in the following
schedule:
YEAP.S AMOUNTS YEARS AMOU14TS
1983 $2,060,000 1989 $108050000
1984 11735,000 1990 :,775,000
1985 11595,000 1991 1,125,000
1986 1,570,000 1992 1,1400000
1987 1,6650000 1993 1,100,000
1988 108000000 2001 5,850,000
2007 2,060,000
Section 4. INTEREST. That the Bonds scheduled to mature
during the years, respectively, met forth as follows shall bear
interest from the date thereof to maturity or redemption at the
following rates per annum:
2
l
• y
YEARS RATES YEARS RATES
1983 4.758 1989 7.258
1984 5.258 1990 7.758
1985 5.758 1991 8.009
1986 6.258 1992 8.258
1987 6.508 1993 8.508
1983 6.758 2001 9.508
2007 9.6258
Said interest shall be evidenced by interest coupons which
shall appertain to the Bonds, and which shall be payable in the
manner provided and on the dates stated in the FORM OF BOND set
forth in Section 6 of this Ordinance.
Section 5. GENERAL CHARACTERISTICS. That the Bonds and
interest coupons shall be issued, shall be payable, shall and
may be redeemed prior to their scheduled maturities, shall have
the characteristics, and shall be signed and executed (and the
Bonds shall be sealed), all as provided, and in the manner
indicated, in the FORM OF BOND set forth in Section 6 of this
Ordinance.
Section 6. FORMS. That the form of the Bonds, including
the form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be printed and en-
dorsed on each of the Boi;ds, and the form of the aforesaid
interest coupons which shall appertain and be attached initial-
ly to each of the Bonds, shall be, respectively, substantially
as follows:
FORM OF BOND:
NO. $5,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON, TEXAS
UTILITY SYSTEM REVENUE REFUNDING BOND
SERIES 1983
ON DECEMBER 1 , THE CITY OF DENTON, in Denton County,
Texas, hereby proms to pay to bearer hereof the principal
amount of
FIVE THOUSAND DOLLARS
and to pay interest thereon from the date of this Bond, at the
rate of 8 per annum, evidenced by interest coupons payable
DecemberT3983, and semiannually on each June 1 and December
1 thereafter while this Bond is outstanding.
THE PRINCIPAL of this Bond and the interest coupons ap-
pertaining hereto shall be payable to bearer, in lawful money
of the United States of America, without exchange or collection
cb-rges to the bearer, upon presentation and surrender of this
Bond or proper interest coupon, at the following, which shall
constitute and be defined as the "Paying Agent" for this Series
of Bonds:
Texas American Bank/Fart Worth, N.A.,
Fort Worth, Texas
THIS BOND is one of a Series dated as of March 1, 1983,
authorized and issued in the principal amount of $25,280,000,
FOR THE PURPOSE OF REFUNDING ALL OF THE OUTSTANDING CITY OF
DENTON WATER AND SEWER SYSTEM AND ELECTRIC SYSTEM REVENUE
BONDS.
ON DECEMBER 11 1993,
3
or on any interest payment date thereafter, the outstanding
Bonds of this Series may be redeemed prior to their scheduled
maturities, at the option of said City, with funds derived from
any source, in whole, or in part (and if in part, the City
shall select the maturity or maturities to be redeemed and
within a maturity the particular Bonds to be redeemed shall be
chosen at random, by lot; or other customary method by the
City) at the Redemption Price aqual to the principal amount of
the Bonds to be so redeemed, plus accrued interest to the date
of redemption.
THE BONDS maturing in the year 2001 are subject to
mandatory redemption prior to maturity with funds from the
"Interest and Sinking Fund" established in the Ordinance
authorizing the Series of Bonds of which this is one, and shall
be redeemed in part prior to maturity with funds from the
"rnterest and Sinking Fund", for the principal amount thereof
and accrued interest thereon to the date of redemption, and
without premium, on the dates and in the amounts set forth
below, with such Bonds being subject to mandatory redemption on
December 1, 1994, and annually thereafter on each December 1
through December 1, 2000:
Redemption Date Principal Amount
December 10 1994 $ 110650000
December 1, 1995 10080,000
December 1, 1996 1,005,000
December 1, 1997 840,000
December 1, 1998 840,000
December 1, 1999 550,000
December 1, 2000 250,000
and the Bonds maturing in the year 2007 are subject to
mandatory redemption prior to maturity with funds from the
"Interest and Sinking Fund", and shall be redeemed in part
prior to maturity with funds from the "Interest and Sinking
Fund", for the principal amount thereof and accrued interest
thereon to the date of redemption, and without premium, on the
dates and in the amounts set forth below, with such Bonds being
subject to mandatory redemption on December 1, 2002, and
annually thereafter on each December 1 through December 1,
2006:
Redemption Date Principal Amount
December 1, 2002 $ 250,000
December 1, 2003 260,000
December 1, 2004 270,000
December 1, 2005 3250000
December 1, 2006 335,000
The particular Bonds to be redeemed on each such date shalt be
chosen at random, by lot, or other customary method, by the
City provided, however, that the principal amount of the Bonds
required to be redeemed pursuant to the operation of such
mandatory redemption provisions shall be reduced at the option
of the City, by the principal amount of any Bonds which, at
least 45 days prior to the mandatory redemption date, (1) shall
have been acquired by the City at a price not exceeding 'the
principal amount of such Bonds plus accrued interest to the
date of purchase thereof and delivered to the Paying Agent for
cancellation, or (2) have been redeemed pursuant to the
optional redemption provisions set forth above and not
theretofore credited against a mandatory redemption
requirement. t
AT LEAST thirty days prior to the `late fixed for any prior
redemption a written notice of such redemption shall be pub-
lished at least ot►ce in a financial publication of general
4
r
circulation in The City of New York, New York and in a
newspaper of general circulation in the City of Denton, Texas.
By the date fixed for any such redemption due provision shall
be made with the Paying Agent for the payment of the principal
amount of the Bonds which are to be so redeemed and accrued
interest thereon to the date fixed for redemption. If such
written notice of redemption is published and if due provision
for such payment is made, all as provided above, the Bonds
which are to be so redeemed thereby automatically shall be
redeemed prior to their scheduled maturities, and they shall
not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right
of the bearer to receive the redemption price from the Paying
Agent out of the funds provided for such payment.
IT IS HEREBY certified, recited, and covenanted that this
Bond has been duly and validly authorized, issued, and de-
livered pursuant to the applicable laws of the State of Texas,
including particularly Vernon's Ann. Tex. Civ. St. Article
717k, as amended; that all acts, conditions, and things re-
quired or proper to be performed, exist, and be done precedent
to or in the authorization, issuance, and delivery of this Bond
and the Series of which it is a part have been performed,
existed, and been done in accordance with law; that this Bond
and the Series of which it is a part constitute special obliga-
tions of said City, secured by and payable from a first lien on
and pledge of the "Pledged Revenues", as defined in the
ordinance authorizing the Bonds (the "Bond Ordinance"), which
Pledged Revenues include initially the "Net Revenues" of the
"System", as such terms are defined in the Bond Ordinance, with
the "System" initially consisting of the City's entire existing
waterworks and sanitary sewer system and the City's entire
existing electric light and power system.
THE CITY has reserved the right, subject to the restric-
tions stated in the Bond Ordinance, and without obtaining the
consent of the holder of this Bond, to issue "Additional Bonds"
also to be secured by and payable from a first lien on and
pledge of the Pledged Revenues in the same manner and to the
same extent as this Bond and the Series of which it is a part-
THE CITY has reserved the right, subject to the restric-
tions stated in the Bond ordinance, to amend the Bond Ordinance
with the approval of the holders of 51% of the outstanding
principal amount of all Bonds and Additional Bonds.
BY ACCEPTING THIS BOND the hold=r hereof acknowledges the
terms and provisions of the Bond Ordinance, agrees to be bound
by such terms and provisions, and acknowledges that the Bond
Ordinance is duly recorded in the official minutes and records
of the City.
THE HOLDER HEREOF shall never have the right to demand
payment of this obligation out of any funds raised or to be
raised by taxation, or from any source whatsoever other then
the Pledged Revenues and other sources described in the Bond
Ordinance.
IN WITNESS WHEREOF, this Bond and the interest coupons
appertaining hereto have been signed with the facsimile signa-
ture of the Mayor of said City and countersigned with the
facsimile signature of the City Secretary of said City, and the
official seal of said City has been duly impressed, or placed
in facsimile, on this Bond.
city secretary, City of Dentin Mayor, City cif Denton
FORM OF REGr:2TRATION CERTIFICATE:
COMPTROLLER'S REGISTRAITON CERTIFICATE: REGISTER NO.
5
I hereby certify that this Bond has been examined, certi-
fied as to validity, and approved by the Attorney General of
the State of :texas, and that this Bond has been registered by
the Comptroller of Public Accciints of the State of Texas.
Wi;.ress my signature and seal this
Comptroller of Public Accounts
of the State of Texas
FORM OF INTEREST COUPON:
NO. $
ON it
THE CITY OF DENTON, in Denton County, Texas, promises to pay to
bearer the amount shown on this interest coupon, in lawful
muney of the United States of America, without exchange or
collection cl,nrges to the bearer, linless due provision has been
made for the redemption prior to maturity of the Bond to which
this interest coupon appertains, upon presentation and surren-
der of this interest coupon, at tho
Texas American Bank/Fort Worth, N.A.,
Fort ;-Iorth, Texas
said amount being interest due that day on the Bond, bearing
the numter hereinafter designated, of t.'zat issue of CITY OF
DENTON, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS, SERIES
1983, dated March ] 1983. The holder hereof shall never have
the right to demand payment of this obligation out of any funds
raised or to be raised by taxation, or from any source whatso-
ever other than the Pledged Revenues and other sources de-
scribed in t.,e Bond to which this c.,upon appertains. Bond No.
City Secretary Mayor
Section 7. DEFINITIONS. That as used in this Ordinance
the following terms shall have the meanings set forth below,
unless the text hereof specifically indicates otherwise:
(a) The term "City" shall mean the City of Denton, in
Denton County, Texas.
(b) The term "City Council" or "Council" shall mean the
governing body of the City.
(c) The term "Outstanding Bonds" shall mean collectively
the presently outstanding Water and Sewer System Revenue Bonds
and Electric System Revenue Bonds of the City described in the
preamble to this Ordinance.
(d) The term "Bonds" shall mean the City of Denton
Utility System Revenue Refunding Bonds, Series 1983, authorized
by this Ordinance.
(e'l The term "Additional Bonds" shall mean the additional
parity revenue bonds which the City reserves the right to issue
in the future, in accordance with Section 24 of this Ordinance.
(f) The term "System" shall mean (1) the City's entire
existing waterworko anA sewer system and the City's entire
existing electric light and power system, together with all
future extensions, improvements, enlargements, and additions
thereto, and all replacements thereon', and (2) any other
related facilities, all or any part of the revenues or income
from which do, in the future, at the option of the City, and in
accordance with law, become "Pledged Revenues" as hereinafter
6
defined; provided that, notwithstanding the foregoing, and to
the extent now or hereafter authorized or permitted by law, the
term System shall not mean any water, sewer, electric, or other
facilities of any kind which are declared not to be a part of
the System, and which are acgriired or constructed by the City
with the proceeds from the issuance of "Special Facilities
Bonds", which are hereby defined as being special revenue
obligations of the City which are not payable from or secured
by any Pledged Revenues, but which are secured by and payable
from liens on and pledges of any other revenues, sources, or
payments, including, but not limited to, special contract
revenues or payments received from any other legal entity in
connection with such facilities; and such revenues, sources, or
payments shall not be considered as or constitute Gross Rev-
enues of the System, unless and to the extent otherwise. pro-
vided in the ordinance or ordinances authorizing the issuance
of such "Special Facilities Bonds".
(g) The terms "Gross Revenues of the System" and "Gross
Revenues" shall mean all revenues and income of every nature
derived or received by the City from the operation and- owner-
ship of the System, including the interest income from the
investment or deposit of money in any Fund created by this
Ordinance.
(h) The terms "Net Revenues of the System", and "Net
Revenues" shall mean all Gross Revenues after deducting
therefrom an amount equal to the current expenses-of operation
and maintenance of the Systen, including all salaries, labor,
materials, repairs, and extensions necessary to render effi-
cient service, provided, however, that only such repairs and
extensions, as in the judgment of the City Council, reasonably
and fairly exercised by the adoption of appropriate resolu-
tions, are necessary to keep the System in operation and render
adequate service to said City and the inhabitants thereof, or
such as might be necessary to meet some physical accident or
condition which would otherwise impair- the Bonds or Additional
Bonds, shall be deducted in determining "Net Revenues".
Payments required to be made by the City for water supply or
water facilities, sewer services or sewer facilities, fuel
supply, and for the purchase of electric power, which payments
under law constitute operation and maintenance expenses of any
part of the System, shall constitute and be regarded as
expenses of operation and maintenance of the System under this
Ordinance. Depreciation and amortization shall not constitute
or be regarded as expenses of operation and maintenance of the
System.
(i) The term "Pledged Revenues" shall mean
(1) the Net Revenues, plus
(2) any additional revenues, income, or other
resources which are expected to be available to the
City on a regular periodic basis, including, without
limitation, any grants, donations, or income received
or to be received from the United States Government, or
any other public or private source, whether pursuant
to an agreement or otherwise, which in the future may, at
the option of the City, be pledged to the payment of the
Bonds or Additional Bonds.
(j) The term "year" or "fiscal year" shall mean the
fiscal year used by the City in connection, with the operation
of the System.
(k) The term "Government obligations" shall mean direct
obligations of the United States of America, including obliga-
tiona the principal of and interest on which are uncondition-
ally guaranteed by the United States of America, which may be
United States Treasury obligations such as its State and Local.
Government Series, and which may be in book-entry form.
7
defined; provided that, notwithstanding the foregoing, and to
the extent now or hereafter authorized or permitted by law, the
term System shall not mean any water, sewer, electric, or other
facilities of any kind which are declared not to be a part of
the System, and which are acquired or constructed by the City
with the proceeds from the issuance of "Special Facilities
Bonds", which are hereby defined as being special revenue
obligations of the City which are not payable from or secured
by any Pledged Revenues, but which arc secured by and payable
from liens on and pledges of any other revenues, sources, or
payments, including, but not limited to, special contract
revenues or payments received from any other legal entity in
connection with such facilities; and such revenues, sources, or
payments shall not be considered as or constitute Gross Rev-
enues of the System, unless and to the extent otherwise pro-
vided in the ordinance or ordinances authorizing the issuance
of such "Special Facilities Bonds".
(g) The terms "Gross Revenues of the System" and "Gross
Revenues" shall mean all revenues and income of every nature
derived or received by the City from the operation and owner-
ship of the System, including the interest income from the
investment or deposit of money in any Fund created by this
ordinance.
(h) The terms "Net Revenues of the System", and "Net
Revenues" shall mean all Gross Revenues after deducting
therefrom an amount equal to the current expenses-of operation
and maintenance of the System, including all salaries, labor,
materials, repairs, and extensions necessary to render effi-
cient service, provided, however, that only such repairs and
extensions, as in the judgment of the City Council, reasonably
and fairly exercised by the adoption of appropriate resolu-
tions, are necessary to keep the System in operation and render
adequate service to said City and the inhabitants thereof, or
such as might be necessary to meet some physical accident or
condition which would otherwise impair the Bonds or Additional
Bonds, shall be deducted in determining "Net Revenues".
Payments required to be made by the City for water supply or
water facilities, sewer services or sewer facilities, fuel
supply, and for the purchase of electric power, which payments
under law constitute operation and maintenance expenses of any
part of the System, shall constitute and be regarded as
expenses of operation and maintenance of the System under this
ordinance. Depreciation and amortization shall not constitute
or be regarded as expenses of operation and maintenance of the
System.
(i) The term "Pledged Revenues" shall mean
(1) the Net Revenues, plus
(2) any additional revenues, income, or other
resources which are expected to be available to the
City on a regular periodic basis, including, without
limitation, any grants, donations, or income received
or to be received from the United Statea Government, or
any other public or private source, whether pursuant
to an agreement or otherwise, which in the future may, at
the option of the City, be pledged to tl~.e payment of the
Bonds or Additional Bonds.
(j) The term "year" or "fiscal year" shall mean the
fiscal year used by the City in connection with the operation
of the System.
(k) The term "Government obligations" shall mean direct
obligations of the United States of America, including obliga-
tions the principal of and interest on which are uncondition-
ally guaranteed by the United States of America, which may be
United States Treasury obligations such as its State and Local
Government Series, and which may be in book-entry form.
7
.
Section 8. PLEDGE. That the Bonds and any Additjona'
Bonds, and the interest thereon, including interest coupons
appertaining thereto, are and shall be secured by and payable
from a first lien on and pledge of the Pledged Revenues, and
the Pledged Revenues are further pledged to the establishment
and maintenance of the Funds created by this Ordinance, and any
Funds created by any ordinance authorizing the issuance of any
Additional Bonds. The Bonds dnd any Additional Bonds are not
and will not be secured by or payable from a mortgage or deed
of trust on any real, personal, or mixed properties
constituting the System.
Section 9. SYSTEM FUND. That there is hereby created and
there shall be established and maintained on the books of the
City, and accounted for separate and apart from all other funds
of the City, a special fund to be entitled the "City of Denton
Utility System Fund" (the "System Fund"). All Gross Revenues
shall be credited to the System Fund immediately upon receipt,
unless otherwise provided in this Ordinance. All current
expenses of operation and maintenance of the Syacem shall be
paid from such Gross Revenues credited to the System Fund as a
first charge against same. Before making any deposits herein-
after required to be made from the System Fund, the City shall
retain in the System Fund at all times an amount at least equal
to one-sixth of the amount budgeted for the then current fiscal
year for the current operation and maintenance expenses of the
System.
Section 10. INTEREST AND SINKING FUND. That for the sole
purpose of paying the principal of and interest on all Bonds
and Additional Bonds, there is hereby created and there shall
be established and maintained on the books of the City, and
accounted for separate and apart from all other funds of the
City, a separate fund to be entitled the "City of Denton
Utility Syste- 'Ievenue Bonds Interest and Sinking Fund" (the
"Interest and diming Fund").
Section 11. RESERVE FUND. That there is hereby created
and there shall be established and maintained initially at
Texas American Bank/Fort Worth, N.A., Fort Worth, Texas, and
thereafter, at the option of the City, established and
maintained at any time at any national bank having a capital
and surplus in excess of $25,000,000, a separate fund to be
entitled the "City of Denton Utility System Bonds and
Additional Bonds Reserve Fund" (the "Reserve Fund"). The
Reserve Fund shall be used to pay the principal of and interest
on any Bonds or Additional Bonds when and to the 'extent the
amounts in the Interest and Sinking Fund available for such
payment are insufficient for such purpose, and may be used for
the purpose of finally retiring the last of any Bonds or
Additional Bonds.
Section 12. EXTENSION AND IMPROVEMENT FUND. That there
is hereby created and there shall be established and maintained
on the books of the City, and accounted for separate and apart
from all other funds of the City, a separate fund to be en-
titled the "city of Denton Utility System Extension and
Improvement Fund" (the "Extension and Improvement Fund"). The
Extension and Improvement Fund shall be used for the purpose of
paying the costs of improvements, enlargements, extensions,
additions, replacements, or other capital expenditures related
to the System, or for paying the costs of unexpected or
extraordinary repairs or replacements of the System for which
System funds are not available, or for paying unexpected or
extraordinary expenses of operation and maintenance of the
System for which System funds are not otherwise available, or
for any other lawful-purpose.
Section 13. EMERGENCY FUND. That there is hereby created
and there shall be established and maintained on the books of
the City, and accounted for separate and apart from all other
funds of the City, a separate fund to be entitled the "City of
Denton Utility System Emergency Fund" (the "Emergency Fund").
8
The Emergency Fund shall be used for the purpose of paying
unexpected or extraordinary expenses of repair, replacement,
operation, and maintenance of the System for which neither
System funds nor the moneys in the Extension and Improvement
Fund are available. There shall be deposited in the Emergency
Fund simultaneously with the delivery of the Bonds to the
initial purchasers thereof from lawfully available funds of the
City the amount of $250,000. All investment interest income
from the Emergency Fund shall be transferred to the System Fund
as received.
Section 14. DEPOSITS OF PLEDGED REVENUES. That Pledged
Revenues shall be creriit!?d to or deposited in the Interest and
Sinking Fund, the Reserve Furid, the Extension and Improvement
Fund, and other funds when and as required by this Ordinance
and any ordinance authorizing the issuance of Additional Bonds.
Section 15. INVESTMENTS. That money in any Fund estab-
lished pursuant to this Ordinance or any ordinance authorizing
the issuance of Additional Bonds, may, at the option of the
City, be placed in time deposits or certificates of deposit
secured by obligations of the type hereinafter described, or be
invested in Government obligations (as defined in Section 7
hereof) or obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney
General of the United States, are backed by its gull faith and
credit or represent its general obligations, or invested is
obligations of instrumentalities of the United States of
America, including, but not limited to, Evidences of indebted-
ness issued, insured, or guaranteed by such governmental
agencies as the Federal Land Banks, Federal Intermediate Credit
Banks, Banks for Cooperatives, Federal Home Loan Banks, Go•.'ern-
ment National Mortgage Association, United States Postal
Service, Farmers Home Administration, Federal Home Loan Mort-
gage Association, Snall Business Administration, Federal
Housing Association, or Participation Certificates in the
Federal Assets Financing Trust; provided that all such deposits
and investments shall be made in such manner as will, in the
opinion of the City, permit the money required to be expended
from any Fund to be mailable at the proper time or times as
expected to be needed. Such investments (except United States
Treasury Obligations--State and Local Government Series
investments held in book entry form, which shall at all times
be valued at cost) shall be valued in terms of current market
value as of the last day of each fiscal year. Unless otherwise
;:et forth herein, all interest and income derived from such
deposits and investments immediately sILB11 be credited to, and
any losses debited to, the Fund from which the deposit or
investment was made, and surpluses in any Fund shall or may be
disposed -3f as hereinafter provided. Such investments shall be
sold promptly when necessary to prevent any dofault in
connection with the Binds or Additional Bonds consistent with
the ordinances, respectively, authorizing their issuance.
Section 16. FUNDS SECURED. That money in all Funds
created by this Ordinance, the extent not invested, shall be
secured in the manner prescribed by law.
Section 17. PRIORITY OF DEPOSITS AND PAYMENTS FROM SYSTEM
FUND. That the city shall make the deposits and payments from
Pledged Revenues in. the System Fund when and as required by
this Ordinance and any ordinance authorizing any Additional
Bonds, and such deposits shall be made in the following ma sir
and with the following irrevocable priorities, respectively:
First, to the Interest and Sinking Fond, when and in
the amounts required by this Ordinance and
any ordinance authorizing any Additional Bonds;
Second, to the Reserve Fund, when and in the amounts
required by this Ordinance and any ordinance
authorizing any Additional Bonds; and
y
Third, to the Extension and Improvement Fund, when
and as required by Section 20 of this Ordinance.
Section 18. INTEREST AND SINKING FUND REQUIREMENTS. The
City shall cause t,> be deposited to the credit of the Interest
and Sinking Fund any accrued interest received from the sale of
the Bonds, and on or before April 25, 1983 and on or before the
25th day of each month thereafter the City shall. cause to be
deposited to the credit of the Interest and Sinking Fund, in
approximately equal monthly payments, amounts sufficient,
together with any other funds on hand therein, to pay all of
the interest or principal and interest coming due, including
the principal amount of any Bonds required to be redeemed prior
to maturity pursuant to any mandatory redemption requirements,
on the Bonds and any Additional Bonds on the next succeeding
interest payment date. Any moneys so deposited in the Interest
and Sinking Fund with respect to a mandatory redemption
requirement, together with other lawfully available funds of
the City, may be used by the City, to purchase, in advar.ce of a
mandatory redemption date and at a price not exceeding the
principal amount thereof plus accrued interest thereon to the
date of purchase, Bonds which would be subject to being chosen
for mandatory redemption on such mandatory redemption date.
The Paying Agent shall cancel any Bonds so purchased.
Section 19. RESERVE FUND REQUIREMENTS. That promptly
after the delivery of the Bonds the City shall cause to be
deposited in the Reserve Fund, from funds on hand and lawfully
available for such purpose, and from the proceeds from the sale
and delivery of the Bonds, an amount of money and Goverment
obligations equal to $3,000,000. The City shall maintain in
the Reserve Fund. an amount of money and investments equal to
the lesser of $3,000,000 or the maximum annual pricipal and
interest requirements of the Bonds (the "Required Reserve
Amount"). Following the issuance of Additional Bonds, the
Required Reserve Amount shall be equal to the average annual
principal and interest requirements of all Bonds and Additional
Bonds then outstanding; provided, however, the Required Reserve
Amount shall not be less than $3,000,000, if the maximum annual
principal and interest requirements on all Bonds and Additional
Bonds outstanding exceeds $3,000,(-100. After the delivery of
any Additional Bonds the City rihal.l cause the Reserve Fund to
be increased, if and to the extent nec.:ssary, so that such fund
will contain an amount of money and investments equal to the
Required Reserve Amount. Any increase in the Requircd Reserve
Amount may be funded from Pledged Revenues, or from proceeds
from the sale of any Additional Bor.ds, or any other available
source or combination of sources. All or any part of the
Required Reserve Amount not funded initially and immediately
after the delivery of any installment or issue of Additional.
Bonds shall be funded, within not more than five years from the
data of such delivery, by deposits of Pledged Revenues in
approximately equal monthly installments on or before the 25th
day of each month. Principal amounts of the Bonds and any
Additional Bonds which must be redeemed pursuant to any
applicable mandatory redemption requirements shall be deemed to
be maturing amounts of principal for the purpose of calrolating
principal and interest requirements on such bonds. Wheu and so
long ae the amount in the Reserve Fund is not less than the
Required Reserve Amount no deposits shall be made to the credit
of the Reserve Fund; but when and if the Reserve Fund at any
time contains less than the Required Reserve Amount, then tho
City shall transfer from Pledged Revenues in the System Fund,
and deposit to the credit of the Reserve Fund, monthly on or
before the 25th day of each month, a sum equal to 1/60th of the
Required Reserve Amount, until the Reserve Fund is restored to
the Required Reserve Amount. The City specifically covenants
that when and so long as the Reserve Fund contains the Required
Reserve Amount, the City shall cause all' interest and income
derived from the deposit or investment of the Reserve Fund to
be. deposited to the credit of the Interest and Sinking Fund:
10
Section 20. EXTENSION AND IMPROVEMENT FUND REQUIREMENTS.
That during each year, subject and subordinate to making the
required deposits to the credit of the Interest and Sinking
Fund and the Reserve Fund, the City shall be required to
deposit to the credit of the Extension and Improvement Fund,
from Pledged Revenues in the System Fund, an amount equal to 8%
of the "Adjusted Gross Revenues of the System", which term is
hereby defined to mean the following:
the Gross Revenues of the System for such year after
deducting from such Gr : ss Revenues an amount equal to
the current expenses of operation and maintenance of
the System for such year which are directly attribut-
able to (i) all fuel costs related to the production
of Plectric energy by the City and/or (ii) the pur-
chase of electric energy by the City.
Additional excess Pledged Revenues may, at the option of the
City Council, be deposited to the credit of the Improvement
Fund as permitted by Section 21 (b) hereof, but no such addi-
tional deposit is required. All investment interest income
from the Extension and Improvement Fund shall be retained in
and remain a part of such Fund.
Section 21. DEFICIENCIES; EXCESS PLEDGED REVENUES,: (a)
That if on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Interest and
Sinking Fund or the Reserve Fund, such deficiency shall be made
up as soon as possible from the next available Pledged Rev-
enues.
(b) That, subject to making the required deposits to the
credit of the various Funds when and as required by this
Ordinance or any ordinance authorizing the issuance of Addi-
tional Bonds, any surplus Pledged Revenues may be used by the
City for any lawful purpose.
Section 22. PAYMENT OF BONDS AND ADDITIONAL BONDS. On or
before December 1, 1983, and semiannually on or before each
June 1 and December 1 thereafter while any of the Bonds or
Additional Bonds are outstanding and unpaid the City shall make
available to the Paying Agents therefor, out of the Interest
and Sinking Fund, or if necessary, out of the Reserve Fund,
money sufficient to pay, on each of such dates, the principal
of and intereat on the Bonds and Additional Bonds as the same
matures and comes due, or to redeem the Bonds or Additional
Bonds prior to maturity, either upon mandatory redemption or at
the option of the City. At the direction of the City the
Paying Agents shall either deliver paid Bonds and Additional
Bonds, and the coupons appertaining thereto, to the City or
destroy all paid Bonds and Additional Bonds, and the coupons
appertaining thereto, and furnish the City with an appropriate
certificate of cancellation or destruction.
Section 23. FINAL DEPOSITS. (a) That any Bond or
Additional Bond shall be deemed to be paid, ret red, and no
longer outstanding within the meaning of this Ordinance when
payment of the principal of, redemption premium, if any, on
such Bond or Additional Bond, plus interest thereon to the due
date thereof (whether such due date be by reason of maturity,
upon redemption, or otherwise) either (i) shall have been made
or caused to be made in accordance with the terms thereof
(including the giving of any required notice of redemption or
provision for the proper giving of such notice having been
made), or (ii) shall have been provided by irrevocably
depositing with or making available to a Paying Agent therefor,
in trust and irrevocably not aside exclusively for such
payment, (1) money sufficient to make such payment or (2)
Government Obligations which mature as to principal and
interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money to make
such payment, and all necessary and proper fees, compensation,
and expenses of suca Paying Agent pertaining to the Bonds and
11
Additional Bonds with re-oect to which much deposit is made
shall have been paid or the payment thereof provided for to the
satisfaction of such paying agent. At such time as a Bond or
Additional Bond shall be deemed to be: paid hereunder, as
aforesaid, it shall no longer be secured by or entitled to the
benefits of this Ordinance or a lien on and pledge of the
Pledged Revenues, and shall be entitled to payment solely from
such money or Government Obligations.
(b) That any moneys so deposited with a paying agent may
at the direction of the City also be invested in Government
Obligations, maturing in the amounts and times as hereinbefore
set forth, and all income from all Government Obligations in
the hands of the paying agent pursuant to this Section which.is
not required for the payment of the Bonds and Additional Bontlts,
the redemption premium, if any, and interest thereon, with
respect to which such money has been so deposited, shall be
turned over to the City or deposited as directed by the City.
Section 24. ADDITIONAL BONDS. (a) That the City shall
have the right and power at any time and from time to time, and
in one or more series or issues, to authorize, issue, and
deliver additional parity revenue bonds (herein called "Addi-
tional Bon^!s"), in accordance with law, in any amounts, for any
lawful purpose, including the refunding of any Bonds or Addi-
tional Bonds, or other obligations. Such Additional Bonds, if
and when authorized, issued, and delivered in accordance with
this Ordinance, shall be payable from and secured by an irrev-
ocable first lien on and pledge of the Pledged Revenues,
equally and ratably on a parity in all respects with the Bonds
and any other outstanding Additional Bonds.
(b) That the principal of all Additional Bonds must be
scheduled to be paid or mature on December 1 of the years in
which such principal is scheduled to be paid or mature.
Section 25. FURTHER REQUIREMENTS FOR ADDITIONAL BONDS.
That Additional Bonds shall be issued only in accordance with
this Ordinance, and no installment, Series, or issue of Addi-
tional Bonds shall be issued or delivered unless:
(a) The Mayor of the City and the City Secretary sign a
written certificate to the effect: that the City is not in
default as to any covenant, condition, or obligation in connec-
tion with all then outstanding Bonds and Additional Bonds, and
the ordinances authorizing same, and that the Interest and
Sinking Fund and the Reserve Fund each contains the amount then
required to be therein.
(b) An independent certified public accountant, or in-
dependent firm of certified public accountants, acting by and
through a certified public accountant, signs a written certifi-
cate to the effect that, in his or its opinion, during either
the next preceding fiscal year, or any twelve consecutive
calendar month period out of the 18-month period immediately
preceding the month in which the ordinance authorizing the
issuance of the then proposed Additional Bonds is passed, the
Pledged Revenues were at least (1) 1.25 times an amount equal
to the average annual principal and interest requirements, and
(ii) 1.10 times an amount equal to the principal and interest
requirements during the fiscal year during which such require-
ments are scheduled to be the greatest, of all Bonds and
Additional Bonds which are scheduled to be outstanding after
the delivery of the then proposed Additional Bonds. It is
specifically provided, however, that in calculating the amount
of Pledged Revenues for the purposes of this subsection (b), ii
there has been any increase in the rates or charges for ser-
vices of the System which is then in affect, but which was not
in effect during all or any part of the entire period for which
the Pledged Revenues are being calculated (hereinafter referred
to as the "entire period") then the certified public account-
ant, or in lieu of the certified public accountant a firm of
consulting engineers, shall determine and certify the amount of
12
Pledged Revenues as being the total of (i) the actual Pledged
Revenues for the entire period, plus (ii) a sum equal to the
aggregate amount by which the actual billings to customers of
the System during the entire period would have been increased
if such increased rates or charges had been in effect during
the entire period.
(c) Provision shall be made in the ordinance authorizing
their issuance for increasing the Reserve Fund to the Required
Reserve Amount as required by Section 19 hereof.
(e) That all calculations of average annual principal and
interest requirements of any bonds made in connection with the
issuance of any then proposed Additional Bands shall be made as
of the date of such Additional Bonds; and also in making
calculations for such purpose, and for any other purpose under
this Ordinance, principal amounts of any bonds which must be
redeemed prior to maturity pursuant to any applicable mandatory
redemption requirements shall be dee;ned to be maturing amounts
of principal of such bonds.
Section 26. GENERAL COVENANTS. The City further cove-
nants and agrees that in accordance with and to the extent
required or permitted by law-
(a) Performance. It will faithfully perform at all times
any and all covenants, undertakings, stipulations, and provi-
sions contained in this Ordinance, and each ordinance authoriz-
ing the issuance of Additional Bonds, and in each and every
Bond and Additional Bond; that it will promptly pay or cause to
be paid the principal of and interest on every Bond and Addi-
tional Bond, on the dates and in the places and manner pre-
scribed in such ordinances and Bonds or Additional Bonds; and
that it will, at the times and in the manner prescribed,
deposit or cause to be deposited the amounts required to be
deposited into the Interest and Sinking Fund and the Reserve
Fund; and any holder of the Bonds or Additional Bonds may
require the City, i,;s officials, and employees, to carry out,
respect, or enforce the covenants and obligations of this
Ordinance, or any ordinance authorizeing the issuance of Addi-
tional Bonds, by all legal and equitable means, including
specifically, but without limitation, the use and filing of
mandamus proceedings, in any court of competent jurisdiction,
against the City, its officials, and employees.
(b) City's Legal Authority. The City is a duly created
and existing home rule city of the State of Texas, and is duly
authorized under the laws of the State of Texas to create and
issue the Bonds and Additional Bonds; that all action on its
part for the creation and issuance of the said obligations has
been or will be dally and effectively taken, and that said
,>bligations in the hands of the holders and owners thereof are
•%nd will be valid and enforceable special obligations of the
r,ity in accordance with thoir terms.
(c) Title. The City has or will obtain lawful title to
the lands, buildings, structures, and facilities constituting
the System, that it warrants that it will defend the title to
all the aforesaid lands, buildings, structures, and facilities,
and every part thereof, for the benefit of the holders and
owners of the Bonds and Additional Bonds, against the claims
and demands of all persons whomsoever, that it is lawfully
qualified to pledge the Pledged Revenues to tho payment of the
Bonds and Additional Bonds in the manner prescribed herein, and
has lawfully exercised such rights.
(d) Liens. The City will from time to time and before
the same become delinquent pay and discharge all taxes, assess-
ments, and governmental charges, if any, which shall be law-
fully imposed upon it, or the System, that it will pay all
lawful claims for rents, royalties, labor, materials, and
supplies which if unpaid might by law become a lien or charge
thereon, the lien of which would be prior to or interfere with
13
the li-ins hereof, so that the priority of the liens granted
hereunder shall be fully preserved in the manner provided
herein, and that it will not create it suffer to be created any
mechanic's, Laborer's, materialman's, or other lien or charge
which might or could be prior to t3-,e liens hereof, or do or
suffer any matter or thing whereby the liens hereof might or
could be impaired; provided, however, that no such tax, assess-
rent, or charge, and that no such claims which might be used as
the basis of a mechanic's, laborer's, materialman's, or other
lien or charge, shall be required to be paid so long as the
validity of the same shall be contested in good faith by the
city.
(e) operation of System; No Free Service. While the
Bonds or any Additional Bonds are outstanding and unpaid the
City shall continuously and efficiently operate the System, and
shall maintain the System in good condition, repair, and
working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its
agencies, instrumentalities, lessors, or concessionaires make
use of the services and facilities of the System, payment
monthly of the standard retail price of the services provided
shall be made by the City or any of its agencies, instrumen-
talities, lessors, or concessionaires out of funds from sources
other than the revenues of the System, unless made from surplus
Pledged Revenues as permitted by Section 21(b) hereof.
(f) Further Encumbrance. While the Bonds or any Addi-
tional Bonds are outstanding and unpaid, the City shall not
additionally encumber the Pledged Revenues in any manner,
except as permitted in this Ordinance in connection with
Additional Bonds, unless said encumbrance is made junior and
subordinate in all respects to the liens, pledges, covenants,
and agreements of this Ordinance and any ordinance authorizing
the issuance of Additional Bonds; but the right of the City to
issue revenue bonds payable from a subordinate lien on surplus
Pledged Revenues is specifically recognized and retained, as
permitted under Section 21(b) hereof).
(g) Sale or Disposal of Property. While the Bonds or any
Additional Bonds are outstanding and unpaid, the City shall not
sell, convey, mortgage, encumber, lease, or in any manner
transfer title to, or dedicate to other use, or otherwise
dispose of, the System, or any significant or substantial part
thereof; provided that whenever the City deems it necessary to
dispose of any property, machinery, fixtures, or equipment, or
dedicate such property to other use, it may do so'either when
it has made arrangements to replace the same or provide
substitutes therefor, or it is determined by resolution of the
City Coun.il that no such replacement or substitute is
necessary.
(h) Insurance. (1) The city shall cause to be insured
such parts of the System as would usually be insured by corpor-
ations operating like properties, with a responsible insurance
company or companies, against risks, accidents, or casualties
against which and to the extent insurance is usually carried by
corporations operating like properties, including, to the
extent reasonably obtainable, fire and extended coverage
insurance, insurance against damage by floods, and use and
occupancy insurance. Public liability and property damage
insurance also shall be carried unless the City Attorney gives
a written opinion to the effect that the City is not liable for
claims which would be protected by such insurance. All insur-
ance premiums s%*11 be paid as an expense of operation of the
System. At any time while any contractor engaged in construc-
tion work shall be fully responsi~ld therefor, the City shall
not be required to carry insurance; on the work being con-
structed if the contractor is required to carry appropriate
insurance. All such policies shall be open to the inspection
of the Bondholders and their representatives at all reasonable
times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the City shall make
14
due proof of loss and shall do all things necessary or desir-
able to cause the insuring companies to make payment in full
directly to t.ie City. The proceeds of insurance covering such
property, together with any other funds necessary and availab)e
for such purpose, shall be used forthwith by the City for
repairing the property damaged or replacing the property
destroyed; provided, however, that if said insurance proceeds
and other funds are insufficient for such purpose, then said
insurance proceeds pertaining to the System shall be deposited
in a special and separate trust fund, at an official depository
of the City, to be designated the Insurance Account.
Y. The
Insurance Account shall be held until such time as other funds
becom,_ available which, together with the Insurance Account,
will be sufficient to make the repairs or replacements origin-
ally required.
(2) The annual audit hereinafter required may contain a
section commenting on whether or not the City has complied with
the requirements of this Section with respect to the mainte-
nance of insurance, and shall state whether or not all insur-
ance premiums upon the insurance policies to which reference is
made have been paid.
(i) Annual Bucket and Rate Covenant. The City shall
prc-are, prior to the begira3ing of each fiscal year, an annual
budget, in accordance with law, reflecting an estimate of cash
receipts and disbursements for the ensuing fiscal year in
sufficient detail to indicate the probable Gross Revenues and
Pledged Revenues for such fiscal year. The City shall fix,
establish, maintain, and collect, such rates, charges, and fees
for the use and availability of the System at all times as are
necessary (1) to produce Gross Revenues sufficient, together
with any other Pledged Revenues, to pay all current operation
and maintenance expenses of the System, and (2) to produce an
amount of Pledged Revenues during each fiscal year at least
equal to the greater of 1.25 times the average annual principal
and interest requirements of all then outstanding Bonds and
Additional Bonds or 1.25 times the succeeding fiscal year's
principal and interest requirements of all then outstanding
Bonds and Additional Bonds.
(j) Records. The City shall keep proper books of record
and account in which full, true, proper, and correct entries
will be made of all dealings, activities, an.l transactions
relating to the System, the Pledged Revenues, and the Funds
created pursuant to this ordinance, and all books, documents,
and vouchers relating thereto shall at all reasonable times be
made available for inspection upon request of any Bondholder or
citizen of the City. To the extent consistent with the provi-
sions of this Ordinance, the City shall keep its books and
records in a manner conforming to standard accounting practices
as usually would be followed by private corporations owning and
operating a similar System, with appropriate recognition being
given to essential differences between municipal and corporate
accounting practices.
(k) Audits. After the close of each fiscal year while
any of the Bonds or any Additional Bonds are outstanding, an
audit will be made of the books and accounts relating to the
System and the Pledged Revenues by an independent certified
public accountant or an independent firm of certified public
accountants. As soon as practicable after the close of each
such year, and when said audit has been completed and made
available to the City, a copy of such audit for the preceding
year shr.ll be mailed to the Municipal Advisory Council of
Texas, to each paying sgent for any bonds payable from Pledged
Revenues, and to any Bondholders who shall so request in
writing. The annual audit reports shall be open to the inspec-
tion of the Bondholders and their agents and representatives at
all reasonable times.
(1) Governmental Agencies it will comply with all of
the terms and conditions of any and all franchises, permits,
i5
and authorizations applicable to or necessary with respect to
the System, and which have been obtained from any governmental
agency; and the City has or will 'obtain and keel, in full force
and effect all frpnchises, permits, authorization, and other
requirements applicable to or necessary with respect to the
acquisition, construction, equipment, operation, and mainte-
nance of the System.
(m) No Competition. It will not operate, or grant any
franchise or, to the extent it legally may, permit the
acquisition, construction, or operation of, any, facilities
which would be in competition with the System, and to the
extent that it legally may, the City will prohibit any such
competing facilities.
(n) No Arbitrage. That the City covenants to and with
the purchasers of the Bonds and any Additional Bonds that no
use will be made of the proceeds of any of such bonds at any
time throughout the term of any of such bonds which, if such
use had been reasonably expected on the date of delivery of any
of such bonds to and payment therefor by the purchasers, would
have caused any of such bonds to be arbitrage bonds within the
meaning of Section 103(c) of the Internal Revenue Code of 1954,
as amended, or any regulations or rulings pertaining thereto;
and by this covenant the City is obligated to comply with the
requirements of the aforesaid Section 103(c) and all applicable
and pertinent Department of the Treasury regulations relating
to arbitrage bonds. The City further covenants that the
proceeds of all such ronds will not otherwise be used directly
or indirectly so as to cause all or any part of such bonds to
be or become arbitrage bonds within the meaning of the afore-
said Section 103(c), or any regulations pertaining thereto.
Section 27. AMENDMENT OF ORDINANCE. (a) The holders of
Bonds and Additional Bonds aggregating in principal amount 51%
of the Aggregate principal amount of then outstanding Bonds and
Additional Bonds shall have the right from time to tima to
approve any amendment to this ordinance which may be deemed
necessary or desirable by the City, provided, however, that
nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions in this Ordi:ian=e or
in the Bonds or Additional Bonds so as to:
i) Make any change in the maturity of the out-
standing Bonds or Additional Bonds;
2) Reduce the rate of interest borne by any of
t.%e outstanding Bonds or Additional Bonds;
3) Reduce the amount of the principal payable
on the outstanding Bonds or Additional Bonds;
4) Modify the terms of payment of principal
of or interest on the outstanding Bonds or Additional
Bonds, or impose say conditions with
respect to such payment;
(5) Affect the rights of the holders of less
than all of the Bonds and Additional Bands then out-
standing;
(6) Change the minimum percentage of the prin-
cipal amount of Bonds and Additional Bonds necessary
for consent to such amendment.
(b) If at cny time tie City shall desire to amend the
Ordinance under this Section, the City shall cause notice of
the proposed amendment to be published in a financial
publication of general circulation in The City of New York, New
York, once during each calendar week for at least two succe-
ssive calendar weeks. Such notice shall briefly set forth the
nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying Agents
16
for inspection by all holders of Bonds and Additional Bonds.
Such publication is not required, however, if notice in writing
is given to each holder of Bonds and Additional Bonds.
(c) Whenever at any time not less than thirty days, and
within one year, from the date of the first publication of said
notice or other service of written notice the City shall
receive an instrument or instruments executed by the holders of
at least 51% in aggregate principal amount of all Bonds and
Additional Bonds then outstanding, which instrument or instru-
ments shall refer to the proposed amendment described in said
notice and which specifically consent to and approve such
amendr.,ent in substantially the form of the copy thereof on file
with the Paying Agents, the City Council may pass the amenda-
tory ordinarce in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant
to the provisions of this Section, this Ordinance shall be
deemed to be amended in accordance with such amendatory ordi-
nance, and the respective rights, duties, and obligations under
this Ordinance of the City, and all the holders of then out-
standing Bonds and Additional Bonds and all future Bonds and
Additional Bonds shall thereafter be determined, exercised, and
enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the holder of a Bond or Addi-
tional Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the
first publication of the notice provided for in this Section,
and shall be conclusive and binding upon all future holders of
the same Bond or Additional Bond during such period. Such
consent may be revoked at any time after six months from the
date of the first publication of such notice by the holder who
gave such consent, or by a successor in t4tie, by filing notice
thereof with the paying agents and the City, but such revoca-
tion shall not be effective if the holders of 51% in aggregate
principal amount of the then outstanding Bonds and Additional
Bonds as in this Section defined have, prior to the attempted
revocation, consented to, and approved the amendment.
(f) For the purpose of this Section, the fact of the
holding of Bonds or Additional Bonds by any bondholder and the
amount and numbers of such Bonds or Additional Bonds and the
date of their holding same, may be proved by the affidavit of
the ptsraon claiming to be such holder, or by a certificate
executed by any trust company, bank, banker, or any other
depository wherever situated showing that at the date therein
mentioned such person had on deposit with such trust company,
bank, banker, or other depository, the Bonds and Additional
Bonds described in such certificate. The City may conclusively
assume that such ownership continues until written notice to
the contrary is served upon the City.
Section 28. APPROVAL AND REGISTRATION nF BONDS. That the
Mayor of the City is hereby authorized to have control of the
Bonds and t1l, necessary records and proceedings pertaining to
the Bonds pending their delivery and their investigation,
examination, and approval by the Attorney General of the State
of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the
Bonds, said Comptroller of Public Accounts (or a deputy desig-
nated in writing to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate printed and
endorsed on the Bonds, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on each of the Bonds.
Section 29. SALE OF BONDS. That the Bonds are hereby
sold and shall be delivered to an underwriting syndicate
managed by Goldman, Sachs & Co., Dillon, Read & Co. Inc., and
Kidder, Peabody is Co., Incorporated, on the terms and
conditions set forth in the Bond Purchase Contract, dated the
date of this meeting, in form and substance presented to the
City Council at this meeting. Said Bond Purchase Contract is
17
hereby approved, and the Mayor of the City is hereby authorized
and directed, for and on behalf of the City, to sign, execute,
and deliver said Bond Purchase Contract.
Section 30. APPROVAL OF OFFERING MEMORANDUM. That an
Offering Memorandum relating to the Bonds, dated the date of
this meeting, in form and substance presented to the City
Council at this meeting, is hereby approved, its distribution
is hereby authorized to prospective investors, including all
ultimate purchasers, and cther interested parties in connection
with the sale and resale of the Bonds, with such changes
therein as shall be approved by the Mayor of the City, and the
Mayor and City Secretary are hereby authorized to execute it in
substantially such form. It is further officially found,
determined, and declared that the statements and
representations contained in said offering Memorandum are true
and correct in all material respects to) the best knowledge and
belief of the City Council.
Section 31. PROCEEDS OF SALE. 'T'hat promptly after the
delivery of the Bonds all of the proceeds from the sale and
delivery of the Bonds shall be deposited with Texas American
Bank/Fort Worth, N.A., Fort Worth, Texas, (the "Escrow Agent"),
which is a place of payment (paying agent) for the Electric
System Revenue Bonds and is the agent for InterFirst Bank
Dallas, N.A., Dallas, Texas ("InterFirst") a place of payment
(paying agent) for the Water and Sewer System Revenue Bonds,
pursuant to the terms of the below mentioned Escrow Agreement,
and such proceeds shall be used for the purpose of refunding,
discharging, and retiring all of the Outstanding Bonds, for the
deposit of accrued interest to the credit of the Interest and
Sinking Fund, for the deposit of the amount of $2,100,000 'o
the credit of the Reserve Fund, and for paying all costs and
expenses of issuing the Bonds and discharging and retiring the
outstanding Bonds. By a resolution of the City Council of even
date herewith the City Council has authorized the execution of
a "Utility System Special Escrow Agreement" among the City, tLe
Escrow Agent, and InterFirst (the "Erzrow Agreement"), which
provides for the disposition of said Bond proceeds as afore-
said. Simultaneously with the delivery of the Bonds to the
initial purchasers, the Mayor shall direct that $900,000
currently held in the City's Water and Sewer System Revenue
Bond Reserve Fund shall be transferred to the Reserve Fund and
invested pursuant to the recommendations of First Southwest
Company. The balance in said Water and Sewer System Revenue
Bond Reserve Fund and the amounts in each of the interest and
sinking funds for the outstanding Bonds shall be deposited with
the Escrow Agent pursuant to the terms of the Escrow Agreement.
Section 32. REASONS FOR REFUNDING. That it is specific-
ally found and determined by the City that the underlying
ordinances authorizing the Outstanding Bonds contain restric-
tive covenants which prevent the adequate and economical
financing of projects which are expected to be required for
various parts of the System in the near future, and require the
maintenance of unnecessarily high utility rates. Such restric-
tive covenants also require unnecessary, cumbersome, and
onerous procedures with respect to operation and maintenance of
various parts of the System and the issuance of bonds there-
under. Tte refunding will permit the combination, for financ-
ing purposes, of the presently separated (1) City waterworks
and sewer system and (2) City electric light and power system,
giving an improved cash flow between the systems and enabling
the City to finance needed projects which otherwise could not
be undertaken. Therefore, for the reasons stated in this
Section, the City and the City Council have found it to be
necessary and essential in the beat interest of the City that
such refunding be accomplished, and the outstanding Bonds be
refunded, discharged, and retired thereby.
Section 33. FURTHER PROCEDURES. That the Mayor, City
Secretary, and all other officers, employees, and agents of the
City, and each of them, shall be and they are hereby expressly
le
I
authorized, empowered, and directed from time to time and at
any time to do and perform all such acts and things and to
execute, acknowledge and deliver in the name and under the
corporate seal and on behalf of the City all such instruments,
whether or not herein mentioned, as may be necessary or desir-
able in order to carry out the terms and provisions of this
Ordinance and the Bonds, and the Bond Purchase Contract and
Offering Memorandum pertaining thereto. In case any officer
whose facsimile signature shall appear ou any Bond or interest
coupon appertaining thereto shall cease to be such officer
before the delivery of the Bonds, such facsimile signature
shall nevertheless be valid and sufficient for all purposes the
same as if he or she had remained in office until such de-
livery.
Section 34. SEVERABILITY. That the provisions of this
Ordinance are severable; and in case any one or more of the
provisions of this Ordinance or the application thereof to any
person or circumstance should be held to be invalid, unconsti-
tutional, or ineffective as to any person or circumstance, the
remainder of this Ordinance nevertheless shall be valid, and
the application of any such invalid provision tj persons or
circumstances other than those as to whi& it is held invalid
shall not be affected thereby.
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19
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A~t 11
RESOLUTION
A RESOLUTION by the City Council of the City of
Denton, Texas, relating to the issuance of
Bonds by the North Texas Higher Education
Authority, Inc.; approving the issuance of
one or more series of Bonds; and making
certain findings in connection therewith.
WHEREAS, this governing body, requested certain
individuals to proceed to re-organize and re-establish a
non-profit corporation pursuant to the Texas Non-Profit
Corporation Act, for the purpose of furthering educational
opportunities of students by providing funds for the
acquisition of student loans; that such has been
accomplished, the corporation being known as the "North
Texas Higher Education Authority, Inc."; and
WHEREAS, the North Texas Higher Education Authority,
Inc. has previously issued and delivered its "North Texas
Higher Education Authority, Inc. Student Loan Revenue Bonds,
Series 1982B; and
WHEREAS, market conditions have changed since the
issuance of the Series 1982B Bonds, and the directors of the
North Texas Higher Education Authority, Inc. have advised
this City Council that it is considering refunding the
Series 1982E Bonds in the manner provided by Article 717k,
V.A.T.C.S.; and
WHEREAS, the North Texas Higher Education Authority,
Inc., has proceeded in the development of a plan of doing
business and it is now appropriate for this governing body
to approve the actions taken; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DENTON, TEXAS:
SECTION I.
This governing body has been advised by the North Texas
Higher Education Authority, Inc., (the "Corporation"), that
such Corporation upon approval thereof by the governing
bodies of the Cities of Denton and Arlington, Texas,
proposes to issue revenue bonds; that such bonds would be
initially issued as one or morc series of Bonds
(collectively, the "Bonds") in the aggregate principal
amount of up to $50,000,000, and that such bonds would be
payable from and be secured by a pledge of revenues derived
from or by reason of the ownership of student loan notes and
investment income after deduction of such expenses for
operating the loan program as may be specified by the bond
resolution or trust indenture authorizing or securing such
Bonds and the payment thereof.
The Bonds (up to the aggregate principal amount of
$50,000,000) are issued to obtain funds with which to
purchase Student Goan Notes which are guaranteed under the
provisions of the Higher Education Act of 1965, as amended,
to establish certain reserves and for the purpose of paying
curtain expenses.
SECTION II. The issuance of the proposed refunding
bonds in order to provide for the payment of the outstanding
Series 1982B Bonds, and the utilization of the money and
securities held under the indenture securing the
Series 1982B Bonds in the manner and for the purposes
permitted under Article 717k, V.A.T.C.S. and Section 103 of
the Internal Revenue Code of 1954, as amended, is hereby
approved and authorized.
SECTION III.
This governing body hereby approves the issuance and
delivery of such Bonds and such refunding bonds for the
purposes aforesaid, and in this connection requests that the
said Corporation exercise the powers enumerated and provided
in Section 53.47 of the Texas Education Code; that such
non-profit corporation suall, in this connection, exercise
such powers for and on behalf of the City and the State of
Texas, as contemplated by Section 53.47(e) of the Texas
Education Code.
SECTION IV.
The City does not agree to assume any responsibility in
connection with the administration of this student loan
program; it being understood this re,ponsibiiit-Y is being
assumed by the Corporation.
SECTION V.
It is recognized by this governing body that the
instruments which authorize the issuance of bonds by the
corporation will specifically state that this City is not
obligated to pay the principal of or interest on the bonds
proposed to be issued by the corporation. Nothing in this
-2-
•
resolution shall be construed as an indication by this City
that it will pay or provide for the payment of any obliga-
tions of the said Corporation whether heretofore or
hereafter incurred, and in this connection, attention is
called to the Constitution of Texas wherein it is provided
that a City may incur no indebtedness without having made
provisions for its payment, and this city Council hereby
specifically refuses to set aside any present or future
funds, assets or money for the payment of any indebtedness
or obligation of the Corporation.
SECTION VI.
This Resolution shall be effective from and after its
passage and approval.
PASSED AND APPROVED, this the 15th d of March, 1983.
RI HARD O STEW T, Mayor
CI Y OF ENTON, TEXAS
ATTEST:
CHAR T ALLEN, City Secretary
CITY OF DENTON, TEXAS
APPROVED AT TO LEGAL FORM:
BY :
-3-
,o zl ap a ~ ~
°1 ~~$5n ~ W
R~~~~~ d t
Vii. g' c~ ~ ~ A a
~ r ~ a~`~`7 `1
r' ~I ~ ~y
Surety Jnmrance Company
o6 California
`
ly*
PUBLIC WORKS
C PERFORMANCE BOND
BONY NO. 531152
KNOW ALL MEN BY THESE PRESENTS:
That we, DEN-TEX AIR CONDITIONING CORPORATION
as Principal, and Surety Insurance Company of California, a corporation
organized and existing under the laws of the State of California;
authorized to transact surety business in the State of California, as
Surety, are held and firmly bound unto CITY OF DENTON, TEXAS
as Obligee, in
the sum Of FIVE THOUSAND SEVEN HUNDRED THIRTY-TWO AND NO/100------------------------
DOLLARS 5,732.00------- lawful money of the United States of America,
for the payment whereo well and truly to be made, we hereby bind
ourselves, our heirs, executors, administrators, successors and assigns,
jointly and severally, firmly by these presents.
Signed, sealed with our seals, and dated this 14th day of
MARCH 19 83.
THE CONDITION of the foregoing obligation is such that, whereas
the above-bounden Principal has entered into a contract dated
FEBRUARY 3 , 1983 with said Obligee to do and perform the
following work, to wit:
RENOVATION OF HEATING, AIR CONDITIONING AND
VENTILATION SYSTEM
NOW, THEREFORE, if the above-bounden Principal shall well and
truly perform or cause to be performed, each and all of the requirements
and obligations of said contract to be performed by said Principal, as
in said contract set forth, then this bond shall be null and void;
otherwise it shall remain In full force and effect.
DEN-TEX'A~IRICOADITIONING CORPORATION
Fringri pal
SUR Y N%URANCE MPANY OF CALIFORNIA
BY
Laura Marsh tt~irney-in- act
W. Surety A.4urance Company 01 California
"7M dollars Lad Souse Surety'
Bo: 2439 HOME OFFICE IN LA HABRA, CALIFORNIA
La Habra, OLIffornia 9W31
CERTIFIED COPY OF POWER OF ATTORNEY 2901
yy N0..__........._......_.....»..
✓tnow ae'J' »Een ~y f4ese Presenfsr That Surety Insurance Company of California, a California Corporation, hav.
trig Its principal office in the City of Ia Habra, County of Orange, State of California, pursusnt to the following By-Laws
which were adopted by the Directors of the said Company on the 9th day of April, 1989 and are now in effect, to-wit:
"Arline IV, Section T(b). The President shall have power and authority to appoint Attorneys-In-Fact. and authorise
them to execute on behalf of the Company, bonds and undertakings, recognizance), contracts of lndemnlty, and other writ-
ings obligatory In the nature thereof, and he may at any time In his judgment remove any mch appointees and revoke the
authority given to them."
Has made, constituted and appointed and by these presents does make, a.nstitute and appoint
Laura Marsh La Habra, California
......-._.._ot............
Its true and lawful agent and attorney-in-fact, to make, execute, seal and deliver for and on its behalf as surety, and as
Its act and deed. all of the following classes of documents, to wit;
Irderanity, Surety and Undertakings that may be desired by contract, or may be
given In any action or proceeding in any court of law or equity; policies Indemnifying
employcra against loss or damage caused by the misconduct of their employees, ofitclal,
sure•,y and fidelity bonds.
THE AUTHORITY OF THIS POWER OF ATTORNEY IS LIMITED TO
Four Hundred Thousand and no/100 Dollars-------($400,000.00)
FOR ANY SINGLE SOIiD.
THIS POWER OF ATTORNEY IS VALID ONLY FOR A BOND OR UNDERTAK-
ING EXECUTED PRIOR TO._ .....December 31, 1983
And the execution of such bonds or undertakings In pursuance of these presents, shall be as binding upon said Company
as fully sad amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly
elected o Company 1~ Its office In La Habra, California in their own proper persons.
u
IN ~1~ . Surety Insurance Company of California has caused these presents to be signed by its duly
a officer, "to me seat to be hereunto affixed this ..._.._..14th-,•,•.day ot. December _ 19.82_
MCORPORATED m SURETY INSURANCE OOMPANY OF CALIFORNIA
` o
%
t'n IAN. 31, 1969 d By
John . Merrill
Preddent
BTA
COUNTY 0l OZ } SS:
On this_14t>3a of__W ~December _ A.D. 19_.82...., before the subscriber, a Notary Pub'Sc of the State of
CalHforata, in and for the County of Orange, duly commiselonei and qualified, came John F. Merrill, President of SURETY
INSURANCE OOMPANY OF CALIFORNIA, to me personshy known to be the individual and officer described In, and
who executed the preceding instrument, and he acknowledged the execution of the same, and being by me duly swore,
Comof the said Company aforesaid, and that the seal affixed to the preceding instru-
deposed wi Csallpd p that hhe I of stdJ Aflear
MOnt
affixed
and subscribed to the said Instrument b ththe~ uatthorit and direct on ofthe ssand alld hCorporrporaature as officer were duly Section
7(b) of the By-Laws of said Company, by referred to is the preceding Instrument, is now In n force.
IN TESTIMONY WHEREOF. I have hereunto set my hand, and affixed my Official Seal at the City of La b the
day Lad Tear fb* above written
- 41FIKINI rtl IJ I
CAROLYN I MARC
11LIl'-CALIFORNIA
~ TKiVl1PAl UFt1CFlN
NOtary Plibile t♦ UKASUF C-Ot!
CERTIFICATION y, c.a1uw. E.r m N.r is iwS
I. the vadersignad, certify that I sm the Secretary of SURETY INSURANCE COMPANY OF CALIFORNIA and that
the Power of Attorney remains in full force and effect, and has not been revoked; and furthermore that Article IV, Section
7(b) By-Laws of said company as set forth In said Power of Attorney, are now In full force and effect.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Co.hpany
11
this 14.1:.)?day of-_a.IS,h
" -
(SEAL) somvtw
""mOlsW.Ws9) Phillip R. Gilbert
STATE OF CALIFORNIA ) SS.
COUNTY OF ORANGE )
On this 14thday of March 19 83 , before me the undersigned, a Notary Public
in and for said County and State, personally appeared Laura Marsh ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be
the person whos,1 name is subscribed to this instrument as Attorney-in-Fact of Surety
Insurance Company of California and who being by me duly sworn, did depose and say:
that he/she is Attorney-in-Fact of Surety Insurance Company of California, the Corpor-
ation described in and which executed the foregoing instrument; that he/she knows the
seal of said Corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority granted to him/her in accordance with the
By-Laws of the said Corporation and that he/she subscribed the name of Surety Insur-
ance Company of California as Surety and his/her own name as Attorney-in-Fact.
i' CHRISfA J. GREEN
~~,t \u IAN. vl.,xu c-c, tr„H\IS (Notary u^ ic)
v •l, YRl\CII'-\l. ut-MtCE I\
5100-02 (Rev. 9-82) ~ OR"(iI C0L'I
Sfy Comm. Eepirv~ \uc,
3lb,
...........................IVKn .
CITY OF DENTON, PURCHASING DEPT. PURCHASE ORDER NUMBER 56994
215 E. McKinney
Denton, Texas 76201
817/566-6311 D/FW Metro 267-0042 GATT 2-3-83 e10 No. 9093
V[NDOe NO.
rseAU .~.o. wo.
oslrvssT ACCT. NO. 100-006-0050-9101
Den-Tex Air Conditioning 2 u"r
8 , rP•.
602 Ft. {forth Dr. To: CITY OF DENTON
Denton, Texas 76201
Fire Dept.
217 W. McKinney
Dan It rm TnTaa U11rA
SHOW P.O. NO.ON ALL SHIPMENTS, DELIVERY TICKETS, INVOICES ETC.. SEND INVOICES TO ACCOUNTS PAYABLE.THE CITY OF DENTON, TEXAS
IS EXEMPT FROM SALES TAX AS PER HOUSE BILL 111120. THE CITY OF DENTON 15 PROHIBITED FROM PAYING FOR MERCHANDISE BEFORE IT IS
RECEIVED. ALL SHIPMENTS MUST BE F.O.B. CITY OF DENTON. TEXAS.
ITEM CITY STOCK NUMBER DESCRIPTION QUAN4UNIT PRICE AMOUNT
1. Renovation of heating, air conditioning and ventilation
system at Central Fire Station, 317 W. McKinney, Denton,
Texas lot 10s928.16
Wattent, & repair bond 535.00
This FO valid only after the'-receipt of an accepted bond
as specified in the bid.
Properly executed bonds have been received as of today,
3-18-83. Please accept this revised Purchase Order as
authorization to proceed as per bid specification. Bond
roPY attached.
,
Approved by Council 2-2-83..
I
1
11443 16
Direct All Inquiries To: ^
CITY OF DENTON, PURCHASING DEPT. C
John J. Marshall, C.P.M., Purchasing Agent
Tom D. Show, C.P.M., Asst. Purchasing Agent
Ink
~ 1 W
1
~ ~~J t3
1 C
16-414"ILINGOAL-N^71CE Of CITY OFFICERS' ELEMON (1276) Nut inp6lq Aatls, Tens
NOTICE OF CITY OFFICERS' ELECTION
(AVISO DE ELECCION DE FUNCIONARIOS
DE LA CIUDAD)
DF.NIYiN
Name of City (Nombre de la Ciudad)
Notice is hereby given that a City Officers' Election will be held on the 2nd day of Anri 1
19--&3, In the above named city for the purpose of electing the following officers for said city: 1C
4 A)M9WfWK funcil Commissioners.1 Said election will be held at the following poll-
ing places in eaid city:
In Election Precinct No. I at American Legion Nall Building;
In Election Precinct No. 2_y at Fire'Station No. 4 Building;
In Election Precinct No. __3__, at North Ickes Recreation Ctr Building;
In Election Precinct No. 4 , at Denia Recreation Center Building.
The polls at each o'. the above designated polling places shall on said election day be open from 7: 00
o'clocl, a.m. to 7, Oa o'clock p.m.
'Me absentee voting for the above designated election shall be held at the ~Amicinal
Bufl6ng, in said city, and said place of absentee voting shall remain open for at least 8 hours on each day of
absentee voting which is not a Saturday, Sunday or an ofltcfal State holiday, beginning on the 20th day and
continuing through the 4th day preceding the date of said election. Said place of voting shall remain open
between the hours of 8:00 o'clock a.m. and 5: fin o'clock p.m.
Dated this the 12th day of March 19 83
(Se da aviso por la preeente que se l1evard a Cabo una Elecci67E de Funciomrics de la Ciudad el dia 2nd
de Al? i1 de 19_1'33._, on la eiudad arriba mencionada Para el prop6sito de elegir
a too aiguientes funcionarios pars dicha Ciudad: M 4 o m i Members
Comisionados.l Dicha elecWn se llevard a eabo en los siguientes luparee de votad6n en dicha Ciudad:
Et Precinco Electoral Nfim. 1 _ en el Edifieto Am rican LeeTon Hall
El Precinco Electoral Ndm. en et Edihcio Fire Station No. 4 ;
El Precinto Electoral Nfim. 3 en el Edificio North Lakes pecreation Center;
El Precinco Electoral Nfim. 4 on el Edificio Denia Recreation Center
Los sitios de votaWn arriba designados para dicha elecci6n se rantendrdn abiertos en of mencionado
dia de eleeciones de lad 7: 00 a.m. a las 7:00 p.m.
La votad6n ausents Para la elecci6n arriba deaignada se llevard a Cabo on el Edificio the ?hmicinal
-Building , on &cha Ciudad, y dicho lugar do votaci6n ausents so mantendrd
abierto por to menos ocho home on cada dia de votaci6n ausente no siendo edbado, domingo o dia feetivo
ofieiai del Estado, prineipiando 20 din y continuando hadta el cuarto dia anterioree 11<D /echo de dicha
elscc(6n. Dicho lugar de vofaci6n se mantendrd aNerto de tae 8:00 a.m. a fad _ 0 p.m.
Fechado esta dia 121 do March de 19 83 )
Mayor (AkoW)
11) Strike one not applicable.
AFFIDAVIT OF P,'JBLICATION OF NOTICE OF CITY OFFICER'S ELECTION
BEFORE ME, the undersigned authority, on this day personally appeared ROY APPLETON, JR
who, being by me duly sworn, deposes and says that he is the General M a n x a e r
Title
of the DENTON RECORD-CHRONICLE , a newspaper
Name of Newspaper
of general circulation, published in , Texas, and that he published
a true copy of the Notice of City Officers' Election, City of DENTON , Texas, in said
MARCH 20 83
paper one time in its issue of , 19-.~ the date of said publication being not more
than 25 days nor less than 10 days befar' the date of the election mentioned in said Notice And a copy of said
Notice as published is attached hereto., t
j ~ 20 W
WITNESS bIY HAND this the day of MAR ' 1983
SWORN TO AND SUBSCRIBED BEFORE ME by OY A PLETO JR this the 20'
MARCH 83
day of 19-
otary P lic, County, Texas
OFFICER'S RETURN
CAIYIE TO HAND on the day of , 19, at o'clock _.m. copies
of Notice of City Officers' Election, City of Texas, shown on the reverso
side hereof, and executed on the day of 19-, by posting true and
correct copies of said Notice at public places where notices are customarily posted, and said date of posting
being at least 20 days before the date of election described in said Notice, and said notices were posted at the
following places, to-wit:
In Election Precinct No. at ;
In Election Precinct No, at
In Election Precinct No. at
In Election Precinct No. at'
--y Texas
By: Deputy
CLERK'S RETURN
CAME TO HAND on the day of , 19, at - - o'clock . m.
two copies of the Notice of City Officers' Election, City of Texas, shown on
the reverse side hereof, and executed by filing one copy in my office on said dato and the other copy was posted
on the bulletin board hi my office on said date, said filing and posting being at least 20 days before the date
of the election described in said ri.Aice.
Sea/Clerk
By.
Deputy
E41eCT1DN.~}~E IJE~~.f,
T TEXASCIOTZ C , OEN ON,
APRIL 2, 1967,''
FOk THE PURPOSE OF
ELECTING FOUR COON.
CILPERSONS TO THE CITY DRIVE
COl1NClt OF THE CITY OF DENTON, TEXAS
DENTON, TEXAS FOR a. Ali quatHled voters rnio-
PLACES 1, 2, 7, and a: Ino in Slnple Member DIS-
ORDERING THAT THE 1rkt No. 4 Mall vOleat:
P U N C H C A R O DENiA PARK.
ELECTRONICVOTING RECREATIONCE~fER'
SYSTEM ADOPTED BY 1001 PARVINpj
DENTON COUNTY BE DENTON,TEXA
USED IN SAID ELECTION; SECTION III ,
PROVIDING FOR VOTING The election offWONtosaid
PLACES AND-APPOINT. boos on onAprI17,1967shall
ING ELECTION OF ~
FICIALS AND PROVIDING 1• (a) bon Pickens shelf be
F O R E L E C T I O N the Presi6n9 Judge' at the
6UPPLIES. Central Counting Station,
THE COUNCIL OF THE IDI Joann Garbacik' ihall be
CITY OF DENTON, TEXAS the Manager of the Central
Hf RE g Y O R DAI NS: Counting Station. .
SECTION I ! (c) Marilyn Rwnson snail
purwwt ,to the tarrin g"p i be the TsWiafion Supervises
provistan of Sgc(Son'-1;01 of of the Central Counting Sca-
the Charterof the City.pf lion.
Denton, Texas, a municipal 2. JO Luker shall be the SECTION VI
al•ctlixm Is hereby ordered Presiding Judge at the It is further ordered that the
hald.in the City of Benton, American Llrgion. Hall In punch card electronic III
Texas on the Ind day of Single Member e District No. system adopted by Denton
April 1987. for the purpost of 1. • . County be used in said else
•lecllog four (f) , Coun. Mary Jo Pickens Men be 1bn in accordance with The
dl0erla^a to the CIly Counsel 1~• Presiding Judge at ,the germ and Prayisl0lTt bl Arll-
M (118 City of Denton. Tomm, f ire 'Station' No. 4 In Single cie 7.15 of the TFx~N{ Elecfion
is jettlsO: Member District No. 7:' Code. TM With Car
dace}; Councilpersonrobe a Lee Knox wall be the electronic VOW SYS1e
skicW for a two (f) year Presiding Jubge at I" North shall be used far a
lR H•
term by the qualified voters 'Lakes Recreation Center in Voting inperconandbY
al Single Member District Single Member District No. PASSED ANO A ,
i d tht City Ot Denton, this the 15tH d
Tebbe. Candidates for Piece S Mrs. R.B. Escue, Jr. shall ary,1987. jsss
OW 1 must reside M SNmyfe be the Presiding Juiioe at RICHARD Stir ~
Member District No.l i penla Park R•Cr1i0lon !M~
Plat! 2 Cou ,CCeennter in JIM44 A~•rpbar ITVTESoF TdN.tJE1EA'b
nt Hparson to be district No. A. ATT:
wetiod for a hh~aayst' t4/ Year ,~ti~, yxµl[
tern( by the qufl[I6t lAr•i►'i ah311'f~ ebEf CITySl!
M Onple M•dY~l►? kt ~1~ - ' CITY •KA4t
No. 2 of the C* of Tx ri~lk f i ddl " Lt!GAL
Texas. Candw4i" M' lace ' The r:rtlve Presiding
No. !must note Judge of each voting Place
Aaembei Di end the Central Cowling G'E'ST
Station shall be authorized to ,GTE, T %AS.,
IF 140 (it W appoint a wfficient number Cti~j i ,
Willi by tllll, voters of Clarks as they may deem
y, fA611tM► Dlstrkl JieeaesarV to &"w *A" In
Na 7 M MM t19t of Denron, satd illaeCtbn incl"' WNn
7••~}} CandyatMa,for Place I gwl: ants as required
r, ..llNilA, ~r"e"sicks"In S"Id •bylaW.
pranktNol }SECTION IV
y; IlparaoTm to a Zhicit"t"r voting . ehaH be
Is too, (2) YMr -by Mme office ei
Secretary Ire_ the
y blyrkl friuoklpN bWiftsa iiY Eesl
7'Ift city of ,6antMa 1McKlm" urisi W life City
„C Wad y Blanton, Taxa+r and tfli
ib's<Irw~ Is 'for abllFWWO
111fiell be 1*
r a~ I Sy 't Parson b Awean the hear of
t:gg A.M.; and PAIL.
said be Monday throueft 'Frido
!It(sli)~,~1 5 m. to 7:d0: gyring No Timis ofbwad ter
M4i1+leli'llTecttae Win
wt Pieces Shot CTIONttY
Clfli Sdrefafy is,ivriby
VAR Nlad velars re►Id•s lied fill p►•pMe. the
IAatfmb.r Dls• klal ea11o1•tor said e)lZ-
sMN IafFalit r1 and Mrfarin each and
AM f-[aloN HALLEJary act ~r~d b~ the
7~`111H:A8t[Y ITRIIST Charter and le Sfatd
lwest"O .Tim" - ! ° Texas for eNc•
,1d qualNiad voters rotld; res. d y
Ih S*44 Mollift, Die
lrkt 180, tMMI van af:
FIRElTATION NO.4
2110sHBRO."! DAiVE
DeNT".TQXAS
mNlart e«W'`
''711' ilAair~Wt„WS?
No. 93-30
PDENAN2A LIAMAN00
EYELECC ON QUEODE ERA e
LLEVARSE A CABO EN LA SECCION II
CIVDAD-DE DENTON, LaiC6sillasdevOlecionwe
TEXAS, EL DIA 2 DE dlcna tleccon el dia 2 abrll
AIIRIC L DE )M, CON. EL de 19!11, deberan perrtunecer
PROPOSITO DE QLEGIR A sblertes desde las 7:00 a.m.
C UA T R b M I E M 8 R 0 S, baste gas 7,06 p.m., y las 6. Cnerlo le Allen, Secraffrla
PARA EL CONCILIO DE LA caslllal de vofklon o In de Is Ciudad conducira gas
CIUDAD DE DENTON, urnaf electorates deberan Volaalon par Atlaoncia
TEXAS, PARA OCUPAR sefufr Is% sipuientes n1louladas bale of Codifo
LOS PUESTOS 1, 2, 3, y a; especilkaciones: EbctoraldeTexft
ORDENANDO 0VE SE .1.'Todos Jos eleclores Los respectivOt Juoces a
U T I L 1 C E E N O I C H A autorlesdos Para volar an
Cargo de cede ; Coslils de
ELECCIO4 EL SO
estacludedqua residanan at Votaclon y del Puesto
ELECTRONICO DE TAR Distrito Particular No. I Central para.,,Computo de
JETAS PERFORADAS deberanvotaren: Votos estergn. aotorisados
P A R A y O T A C I O N; AMERICAN LEGION HALL pars desipnar un numero
ESPECIF.ICAN00 LOS 629LAKEYSTREET sufklente do,, Oependientes
LUGARES PARA LAS DENTON, TEXAS quo olfos,conslderen
CASJLLAS PARA VOTAR; 2. Todos, Ios electores necesario pars ayudarles an
NOMIN.ANDO LOS FUN autorieadospara voter M dficno election, Inciuyerido
CIONARIOS A CARGO DE esta cfudeA qua resMan On el ayudanlef bltirVues'como 10
161.111 E L E C C 1 0 N, V Distrito Particular No. 2 regalsre la fey
ffAIV
CILITANDO, LOS MA debar an voter an: SECCtON
QR~kAALES NECESARIOS FIRE STATION NO. a Vofacion por Ausencla se
PA)R DICHAECECCIOW 2110 SHERMAN DRIVE Ifevora a Cabo on -Is online
EL'•CONC11.10 ()E LA DENTON, TEXAS . de 3aSecretarffdeleCiudad
CIUDAD DE DENTON, 3. Todos los eleclores en el Edificlo Munlcips)
;TEXAS, MEDIANTE LA outorisados pare voter an IOCallradoantacello de Cast
PReSENTE,0R0ENA: nts C luded gue residan on el McKinney on U Ciudad de
SECCION I Distrito Particular No, 3 Denton, Texas; y las urnaa
tit peu'Wo a In condiciorus deberan voter en: Pars votaclon par ous{ticif
Y:htlpvlaciones de 4 sec NORTHLAKES deberan
Nfn >3.01 de la Carts Can Permsfi0clr
RECREATION CENTER abiertas pare voter en
stNucW41 de N t4ded de 2001 WEST WINDSOR persona dew Is% f:00 a.m.
l Denton, Takes, it pw murk DRIVE pasta let 5:00 m., cie tunes
i d6 to pro"". M[ll*na quo DENTON, TEXAS a viernes, duraante las Was
it
w TOVe a earl k+A lecclon c. Todos lot eleclores asi nadas
rjlunktppl di sUtorl:addf Para voter en ausenNa: 'Pare, velar per
7wIlOfC•Ta(tfEi` td dla. 2 esta cludad que residan an a) SECCION V „v
pbrflOflef3;amofprapwtc Distrito Hertkt•ler No. a La'secrflsri4,Ala"tfu~a~~
do 0givir3d'.1ewtre 14) deberan voter en: ft*dfd teIs giro w*, ela paki t
tnjembrofp of node DENIA RECREATION ~
N CIWod riR,OMIM,•Texas. CENTER Cedulo 60 Votoclon r 06r8
qee lwwfp.~etffhfof,JOS 1001PARVINSIREET a(clia, elecclpn., y~para
its I. l►Nles DENTON, TEXAS eletular lodes y coda uns de
Puesto I • Miomtiro Mr "Cc" III • Jas lalrias 0egw0das poor 14
ContlIWIL-e 'deberals tier Los turklorw1os a Car06 de Carta. Constitutional de Is
els4ldopor On p r16do de dos dkha elscelon' el dia 3 ae Ciudad de Denton, Texas, 'y
'42)' on" w fol ekcforn abrll de 19113 deberan ser lies por las leyei del Estado de
cualiflcados del Dittrilo %Wenles: Texas referentes 6 Is
Psrtkuler Num. 1 de Is 1: N) Don Pk1(eris we N maneri de Mover a tab* las
Ciudad do Denton, Texas. Jwr:, a, Cargo del Puesto alecciones.
Candidates' pars el Puesto Central pare Computo de SECCIONVI
Num. 1 doWan de residir en VON& Se ordOns tfmbien qw at
N DittrW Particular Num. (b) Joann Garbacik sere Slstima E3octronico de Tar '
I Administrad,ro del Puesto loth Perf*odn We Vote-
Pu 1
esto >l Mlombro,det Central pars Computo de cion que.he lido adofdeft
tilkiel110 quo debars see Votes. W el G0 o.e dj do_
s/obige per-on pfr{pda de l2ea 1c) Marilyn Robfnsen sera Is u111trrb all
(t).; sif0a pdr lea, eltcleMf Supervli iro de Tabulation
uol(flcedos de' bieirlfo' de Votoa d01 Puesto Cet*V Non. a acw►df;
,Pa Ju0ulbr: Nurm , 2 dig (a Para Computo de Vo1os. A Arrk O, 1Y 5 del CtadW 9 dsi
Luker al 4TO N at $t E pis
t/ed do Boretbn, 'TOlist. 3. Jo Luker, care N Jw2 s Mr Q0 Texas. EI ShNMs
"MidldoM6 Iswo of Pwafo Ca►yd do- la'C*Atlo de Vote- Electronics d0 Teryolai
N". t debet an do rnidir M con Iocstttado an N adttkfo Pwforedes We VolaklIw i
sf DrafrNO Pankufw 16v1}t. de Amsrka i Legion Hall on dawra w Wflhasb fembiOfi
t. at OistrHd Particular No.1
Jet»fro MlOmbro del -3. Mary !!q, pit s sera ei we Volaclen per Awoncls;
tooft
ord w parsofN' Cdn10 per
1110. quo d"Orf tier Jun a Cz'~ de Ja CsNlle do c
0W Ion pwlodu de dies VONtion' Noahroda an Fko PASAD
(tl' epee W In eleNfrea f1NlIf1► Ne; d Rsfaclon, de WI-5 Y APROt1AD0 e1
t"Illiicsrft del 048#1010 lden6arof N 11 On dl RICICHH roAROdel9q.
IhiMkrilar Num: 2 do IS OWT"portkullrMa.2 O.STEWARti?
Chased de O;t Texsti. f. Lae Knox We N Juot'a ALCALDE1
Cdlldidatoa we 'at o CfUDADDEDENTON
1fYrtt:3dowjndeo'i,',i.Nlr tl1u tbly f0letlfedi iRN TESTII"`5 ; .TEXAS
P :7T 11 u de Rfcraaelen do N CHARLOTTE ALLEN J
' loiff'r,n;'fl Dlstrlf SECRETARIA bE LA
~r....~- AS JHNIt~iri dl►f *arfktAM"3. 1''i CIUDAD,
'''^"7 ,!w d 0r}l sfr S L6 !Ia`Il.B. EstuitX [CIUDADbEOENTON
par tat Per1oM ea we N Juel a Cargo dr Ip fE TEXAS (2! ~por I" Cillf,df Voploclen MARtkl0,11!!'
lLnNDlddOy 'd rl ION41ea iA'ai CMtro &
NIerC ;4 .fie Ret{tx, I" Der, Owque
k hs nla M Distrito Par,fk
pfre N ~ f1o.6
THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON r `
REL'ORp,S
THAT Lakewood Estates Partnership
of Denton County, Texas , in consideration of the sum of
One (1) Dollar and other good and valuable consideration
In hand paid by City of Denton receipt of which is hereby acknowledged, do by
these presents grant, bargain, sell and convey unto to The City of Denton , the free
and uninterrupted use, liberty and privilege of the passage In, along, upon and across the following
described property,
owned by . Situated in County, Texas, in the
Survey, Abstract No.
nil that tw tall GI.D17 acre tract, or pared of sl tuated is Ihr Stcphen I,t,rbr la sura•ey,
Abstract ojpjwc 643, and thr Eli Picl,; Su.vey. Abptract rlwilxr 1018. r'ur,lon C(au,ty, 'rexasl
said trac. Lelu, AI of cal!-: R'. 8n6 acct ,rat t; soiL trac, L.c my traetp Jescri Lod in r iiecd
to I Av>. w.. Ls. atrp par. ccbip r_cnr"rd i t %OIL. . 1172, pays 11r of the r4:rJ reeve-is of Cvntrm
Cc.unt y, Texas, y„. L..:i:rl wre• pa r i ir.!nr L IV decor 16C" as foI]v'S:
doyinnlaa, for t1w 3oo.ae3st eur.w•r of ?6v tract king dcscrlLc•: !,a'rcirt at rn iron Will f•mnd In
th.• louUlvrly H.!, of sui,, hv.llric ✓u,vcy', sash :.,elny In the raslerly Sine of Farr to Martel
Roal ,lu.ri.cr 218; .,t its L .e: Fact ion with i1:r ce:itcr or reoinson rrtad;
'17tencv tlorth 01 .:uyrt,cs 07 .rlnu.cs 2P seco.ids 1'as io .:to r-o"' rouli!rrly test !into of said tract
and td,e lias.erIy Iirv of said Fars "o raritt roaJ 330.51 rice, to All iron pin found ad)acent to e
t'slercte monuol,li
Thence 827.40 fort aloha a curvc to ;tc '.cfl in the rost Southerly Nest lino of said tract and 111to
Caaterly line of salu Farm to tall:tl road, havlag a Radius of 1471.57 fcel and a Central Anyle of
32 ueyrees i2 .zina:es 53 seconds "o m: iron pill fou,td a,:iacent to a urrbc•rtote rcvtumcnt for the most
llesLorly morlatvest crtrrcr of salt traclr
Therom, tloclh 99 degrees 49 minutes 09 accoa Ja Lasl with the roil: !'estctIv Ilotlh line of sale tract
241.92 feet to.an Iron pin found for as intcrlor co:ucr of solid :ractl
Thence North 02 dcarces ;I minutep lI seconds real Vn.47 feel to an Iron pill found In the
Southerly line of rile R. Levis Survey, Pbelrart tlo. 7Ba rod Nn, rest rlesterly ilo.th link, of fall'
horrLrie Surto
7hcnec Su.lth E9 7r^.•s 1: ~tinutcE 01 feror,.s With the ::eutf,,.•rly li.i~• tit "Ili Lewis Lur%cy
a n,. Oil- :,lost uce"criy ,7o1,.h line or sac,. Sutv,V• 1212.1,3 Feet to as Iron pin found for the
Ern,lh.•usl corner of sal," 1.>wis Survey r,ri Ufa Lou:hloot l corner of the M. 1'. P. L 11. RR. Furvcy,
a"rill. " No I'er 950;
Thrnee dorlit 04 , .:u•t•s :f. Anul.os 01 s,-cond F.t v'ilh rho S,. ulh. rlt' line of saiu M. 1'.. n, L 1• RP.~
Sit r':icy all,. the wosi Eaatc r!f !!orth 10w of sal:l llorLrie surv.y 1445.O6 fi,,•t to an 11e11 utu fam,Jr
Tht•ncc South 00 ,vgrces 13 minulos S5 ceconPs ucst 1464.22 fret to an iron nil sot in the fc,uhe+ly
Zinc of poll(. I.VA:'it, Gur^cy, Salk' Leine i',t robiusot, rev,, For the Southeast corner of said tract;
Yhenta• Hu rlh 80 Br,nres 07 :rinu"es 26 sec0110s Hest With the Southerly Siuc of ea+d nembrie Survtoy
and with Robinson 1.oat. 2715.82 fee! '.u Ilre point of bu'Jln-tir.:{.
And it is further agreed that the acid City of Denton r Texas
In consideration of the benefits above set out, will remove from the property above described, such fences,
buildings and other obstructions as may now be found upon said property.
For the purpose of constructing electrical local service lines
In, along, upon and
across said premises, with the right and privilege at all times of the grantee herein, his or its agents,
employees, workmen and representatives having ingress, egress, and regress in, along upon and across
;pose o making addius to, improvements on and repairs to the said
said premises for the w`
Iwo r rr -Fri n la"
any part thereof. WOA WAA
TO HAVE AND TO HOLD unto the said City of Denton; Texas as aforesaid for
the purposes aforesaid the premises above described.
Witness rlly hand , this the 3rd day of Ma A. D. 1183 .
VOL R-00411CEM
SINGLE ACKNOWLEDGMENT VaC 1200PAP' 04
THE STATE F TEXAS, 1 B FORE ME, the undersigned authority,
COUNTY OF f
In and for said County, Texas, on this day personally appeared _
- - - - -
known to me to be the person _ whose name _(`1subscribed to the foregoing instrument, and acknowledged to me
that... he . executed the same for the purposes and consideration therein expressed.
~~yy~~ pp,~
GIVEN UNDER MY ANDS FFICE, This .-_-7~--...da of d [7_9 A.D. 1983
(LS.)
~r Notary bile, lF{LL.-_-______-._ County, Texas
Afy Commission Expires ,Ease-}; t9.-'.... 5-02il? -69-
SINGLE ACKNOWLEDGMENT
THE STATE OF TEXAS, l BEFORE ME, the undersigned authority,
COUNTY OE- -
In and for said County, Texas, on this day personally appeared _ _
_
known to me to be the person ----.whose name subscribed to the foregoing instrument, and acknowledged to me
that he.._ executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This,_____.. day of----- _A.D. 19
(L. S. )
Notary Public, County, Texas
My f ommission Expires June 1, 19
CORPORATION ACKNOWLEDGDiENT
THE STATE OF TEXAS,
BEFORE ME, the undersigned authority,
COUNTY OF
in and for said County, Texas, on this day personally appeared
known to me to be the person and officer
whose name is subscribed to the foregoing instrument end acknowledged to me that the same was the net of the said
a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This - day of , A.D. 19
(L.S.) - - -
Notary Public, County, Texas
My Commission Expires June 1,
CLERK'S CERTIFICATE 4~6 p
THE STATE OF TEXAS, e aQ ag$~~~,~ \
I
.~.9 G County
COUNTY OF.. , _ _ _
Clerk of the County Court of said County, do hereby certify that the fore 'it ume 1 rued on the
day of...................................... , A. D. 19.. , with its i 04ut a ded for
record In my or3ce on the day of A. D. 19..., 1c~ duly
recorded this ....day of A. D. the
9b
Records of said County, in olume.
WITNESS MY HAND AND SEAL OF THE COUNTY COURT of said County, t o cc
QQ~
- the day and year last above written F O g
County Clark _County, Texas.
(L S.1 By , Deputy.
i
O 5l r~ A
• - ; d is _
4J 9
St
v - w
w
C.W
a I ~
t
4
r Document Number 11(b)
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF DENTON §
§
CITY OF DENTON §
I, the undersigned, Deputy City Secretary of the City of
Denton, Texas (the "City"), DO HEREBY CERTIFY that according
to the records of the City of which I am custodian, that:
1. Ordinance Number 75-22 adopted by the governing
body of the City on the 18th day of July, 1975, and entitled
as follows:
"ORDINANCE by the City Council of the City of Denton,
Texas, relating to the creation of a municipal
power agency under the provisions of Article
1435a, V.A.T.C.S.; creating such agency; defining
its boundaries; making provision for a Board of
Directors and their M3thod of selection; prescribing
a name for such agency; enacting other provisions
incident and related to the subject and purpose of
this,Ordinance and declaring an emergency."
has not been amended, repealed or modified in any respect;
and that notice of the intention to adopt such ordinance was
published in the DENTON RECORD-CHRONICLE on July 2nd and
9th, 1975, a true and correct copy of such ordinance and
affidavit of publication relating thereto being on file and
of recoa9 in the office of the Comptroller of Public Accounts,
the same having been previously supplied to the Attorney
General of Texas in connection with the initial two series
of bonds of the Texas Municipal Power Agency (Series 1975,
1976) which have been approved by the Attorney General of
Texas.
2. Ordinance Number 76-38 adopted by the governing
body of the City on the 27th day of August, 1976, and entitled
as follows:
I
i
"AN ORDINANCE by the City Council of the City of
Denton relating to the relationship of the City of
Denton with the Texas Municipal Power Agency;
approving the construction of an electric generating
facility by the Agency, to be known as Bryan
Lignite Number One, as well as certain System
Development and Reliability Expenditures and
Development Projects and the issuance of bonds by
the said Agency for such purposes; approving a
Power Sales Contract and providing for its execution
on behalf of this City; enacting other provisions
incident and related to the purpose of this ordinance,
and repealing conflicting ordinances or resolutions,
and declaring an emergency."
and that said Ordinance has not been amended, repealed or
modified in any respect.
3. on the 2nd day of May, 1978, the governing body of
the City approved Texas Municipal Power Agency's participation
in the Comanche Peak Nuclear Project and such approvai has
not been amended, repealed or modified in any respect.
4. The Power Sales Contract between Texas Municipal
Power Agency and the City, dated the 1st day of September,
1976, has not been amended, repealed or modified in any
respect except that the points of delivery have been :hanged.
5. The validity of the Power Sales Contract was
upheld in two quo warranto proceedings instituted by the
County Attorney of Grimes County, Texas, such cases being
styled: State of Texas, et rel Grimes County Taxpayers Association
v. Texas Municipal Power Agency, 565 S.W. 2d 258 (Tex. Civ.
App., 1978) writ dism and State of Texas v. Texas Municipal
Power Agency, Cause No. 22,936 in the 12th Judicial District
Court, Grimes County, Texas; thereafter the validity of the
Power Sales Contract was questioned and upheld in Kenneth
R. Caudle v. City of Garland, Texas, and Texas Municipal Power
Agency, Ruby Alexander v. City of Greenville, Texas, and Texas
Municipal Power Agency and David Stinson Thomas v. City of
Denton, Texas, and Texas Municipal Power Agency (the City of
Denton was a party to the lawsuit styled David Stinson Thomas
v. City of Denton, Texas and Texas Municipal Power Agency);
and the judgment in each case has become final.
6. The City has not challenged or questioned the
validity of the Power Sales Contract or the obligation of
the City contained therein and there are no proceedings
known to me in which the validity of the Power Sales Contract
is in question.
2
TO CERTIFY WH1CH, witness my otticial signature and
the seal of City, this T
AA~
City Secretary
City of Denton, Texas (City Seal)
~I ~ o~'
~
C-
s-mty 4 con""
STEWART TITLE OF DENTON COUNTY, INC.
FORMERLY JAGOE ABSTRACT COMPANY, INC.
NAOMI ALLEN P. O. BOX 267 0 DENTON, TEXAS 76201 1117.3670516
RHldenl Are, Cod. Matra k*,M71
March 4, 1983
Roger Wilkinson
Engineering
City of Denton
Denton, Texas 76201 RE: Our GF B-8893
Purchase from Agnes Lee Dean Nall
et vir William C. Nall
Dear Roger:
Attached please find Owner's Title Policy No. 069255, covering the above captioned
transaction in the insured amount of $2,960.20.
Please let us know if we may be of any additional assistance to you in this or any
other matter.
Yours very truly,
STEWART TITLE OF DENTON COUNTY, INC.
I
f /f L
BY: 7 Z
LL/lfl
enc.
T"1 Owner Policy-Form Prwribed by State Board of Insurance of Texas-Revised 3.1.1983
,
•l~"J -tw. -t~•. ..SJLJ tK ".ti`-' •.1•yt~.+.tS-•t ti•,_ •.a. tti=W 4~.f • 4"e
rrlVfaY(if~ ,
j CF B-8393 S 1 Eli A A R i I I TL E.
GIT A It 41L YTV C0N1I'A NY
16 STEWART TITLE GUARANTY COMPANY, a Texas corporation, hereinaft(T called the Company, for value does hereby
guarantee to the Insured (as herein defined) that as of the date hereof, the Insured has good and indefeasible title to the
q estate or interest in the land described or referred to in this policy.
i
i The Company shall not be liable in a greater amount than the actual monetary loss of the Insured, and in no event shall ,
the Company be liable for more than the amount shown in Schedule A hereof, and shall, except as hereinafter stated, at its
j own cost defend the Insured in every action or proceeding on any claim against, or right to the estate or interest in the land,
o, any part thereof, adverse to the title to the estate or interest in the land as hereby guaranteed, but the Company shall i
not be required to defend a,3inst any claims based upon matters in any manner excepted under this policy by the excep• ,
lions in Schedule 8 hereof of excluded by Paragrap) 2, "Exclusions from Coverage of this Policy", of the Conditions and
{ Stipulations hereof. The party or parties entitled to such defense hall within a reasonable time after the commencement
of such action or proceeding, and in ample tme for defense therein, give the Company written notice of the pendency of
' the action or proceeding, and authority to defend. The Company shv,;i not Le habl^ until such adverse interest, claim, or
right shall have been held valid by a court of fast resort to which ether litigant may apply, and if such adverse interest, R ,
claim, or right so established shall be for less than the whole of the eAare or interest in the land, then the liability of the
{ Company shall be only such part of the whole liability 14mited above as shall bear !',e same ratio to the whole liability that
the adverse interest, claim or right established may bear to the whole estate or interest in the land, such ratio to be based
on respective values determinable as of the date of this policy. In the absence of notice as aforesaid, the Company is re-
3 i lipved from all liability with respect to any such interest, claim or right; provided, however, that failure to notify shall ,tot
prejudice the rights of the Insured if such Insured shall not be a party to such action or proceeding, nor be served with pro-
cess therein, nor have any knowledge tnercof, not in any case, unless the Company shall be actually prejudiced by such
failure.
Upon sale of the estate or interest in Vie land, this policy automatically thereupon shall become a warrantor's policy
and the ;nsured shall for a period of twenty-five years f,~ - the date hereof remain fully protected according to the terms
y hereof, by reason of the payment of a y toss, he, they or it mi.,/ sustain on account of any warranty of tide contained in the
d transfer or conveyance executed by the Insured conveying the estate or interest in the land. The Company shall be liable
under said warranty only by reason of defects, liens or encumbrances existing prior to or at the date hereof and not excluded
either by the exceptions or by the Conditions and Stipulations here 3f, such liability not to exceed the amount of this policy.
3 IN WITNESS HEREOF the STEWART TITLE GUARANTY COMPANY has caused this
policy to be executed by its
Chairman and President under the :e3l of the Company, but this policy is to be valid only when it bears an authorized
ountersignature, as of the date set forth in Schedule A.
r) " ART TITLE IF.
011ARANTY COMPANY
„gmwr
Ile / / . '
K/ 0T7"a-ai E
',\'W' CY
Chairman of the Board + ~9 President
ar
et ~p1vee~r
Countefsegned:
STEWART T TLE OF ENTON CO TY Co. 0' 1908/6
Ex i
~Vk
0.5801. 009255 A - - -
581 (Rev. 3183)
toots 383
GENERAL CONDITIONS AND STIPULATIONS
1. Definitions 3. Defense and Prosecution of Actions
The following terms when used in this policy mean: (a) In all cases where this policy provides for the defense of any
(a) "land": The land described, specifically or by reference, in action or proceeding, the Insured shall secure to the Company the
Schedule A, and improvements affixed thereto which by law right to so provide defense in such action or proceeding, and ill
constitute real property. appeals therein, and permit it to use, at its option, the name of the
lb) "public records": Those records which impart constructive Insured for such purpose.
notice of matters relating to the land. (b) The Company shall have the right to select counsel r f its own
(c) "knowledge": Actual knowledge, not constructive knowledge choice whenever it is required to defend any action or p oceading,
or notice which may be imputed to the Insured by reason of any and such counsel shall have complete control of said defense.
public records. (c) The Company shall have the right at its own cos. to institite
(d) "date": Theeffective date, inciudinghour ifspecified. and without undue delay prosecute any action or proceeding or to do
(a) "insured": The Insured named in Schedule A and, subject to any other act which in its opinion may be necessary or desirable to
any rights or defenses the Company may have had against the named establish the title to the estate or interest as insured, and the
Insured or any person or entity who succeeds to the interest of such Company may take any appropriate action under the terms of the
named Insured by operation of law as distinguished from purchase, policy, whether or not it shall be liable thereunder, and shall ttat
any person or entity who succeeds to the interest of such named thereby concede liability or waive any provision of this policy.
Insured by operation of law as distinguished from purchase including (d) Whenever the Company shall have brought an action or
but not limited to the following: i rterposed a defense as required or permitted by the provisions of this
(i) heirs, devisees, distributees, executors and administrators; policy, the Company may pursue any such litigation to final
(ii) the successors in interest to a corporar' resulting from determination by a court of competent jurisdiction and expressly
merger or consolidation or the distribution of assets of such reserves the right, in its sole discretion, to appeal from any adverse
corporation upon partial or complete liquidation; judgment or order.
NO the partnership successors in interest to a general or (e) Whenever requested by the Company, such insured shall give
limited partnership which dissolves but does not terminate; the Company all reasonable aid in any such action or proceeding, in
60 the successors in interest to a general or limited Partner- effectirg settlement, securing evidence, obtaining witnesses, of
ship resulting from the distribution of the assets of such general or proseruting or defending such action or proceeding, and the Company
limited partnership upon partial or complete liquidation; shall reimburse such insured for any expense so incurred.
Iv) the successors in interest to a joint venture resulting (1) Any action taken by the Cot prny for the defense of the
from the distribution of the assets of such joint venture upon partial Insured or to establish the title rs insur, d, or both, shall not be con-
or complete liquidation; strued as an admission of liability, and the Company shall not thereby
(vi) the successor or substitute trustee of a trustee named in a be held to concede liability or waive anti provision of this policy.
written trust instrument; or 4. Payment of Loss
(vii) the successors in interest to a trustee or trust resulting (a} en claim shall arise or be maintain b!e under this policy for
from the distribution of all or part of the assets of such trust to the
beneficiaries thereof liability voluntary assu,.,ed by the Insured in settling any claim or
.
suit without written consent ;'the Com•iny.
(b) All payments under this policy, except payments made for
2. Exclusions from the Coverage of this Policy costs, attorney feet and expenses, shall rer uce the amount of the
This policy does not insure against loss or damage by reason of the insurance pro tanto; and the amount of this policy shall be reduced
following: by any amount the Company may pay under any policy insuring the
(a) The refusal of any person to purchase, lease or lend money validity or priority of any lien excepted to herein or any instrument
on the land, hereafter executed by the Insured which is a charge or lien on the
(b) Governmental rights of police power or eminent domain land, and the amount so paid shall be deemed a payment to the
unless notice of the exercise of such rights appears in the public insured under this policy.
records at the date hereof; and the coesequences of any law, (c) The Company shall have the option to pay or settle or
ordinance or governmental regulation including, but not limited to, compromise for or in the name of the Insured any claim insured
building and zoning ordinances against by this policy, and such payment or tender of payment,
le) Any titles or rights orserted by anyone including, but rot together with all costs, attorney fees and expenses which the
limited to, persons, corporations, governments or other entities to Company is obligated hereunder to pay, shall terminate all liability of
tidelands, or lands comprising the shores or beds of navigable or the Company hereunder as to such claim. Further, the payment or
perennial rivers and strains, lakes, bays, gulfs or oceans, or to any tender of payment of the full amount of this policy by the Company
lend extending from tha line of mean low tide to the line of shall terminate all liability t,l the Company under this policy.
vegetation, or to lands beyond the line of the harbor or bulkh^ad lines (d) Whenever the Company shall have settled a claim ender this
as established or changad by any government, or to filled-in lands, or policy, all right of subrogation shall vest in the Company unaffected
artificial iskinds, or to riparian rights, or the rights or interests of the by any act of the Insured, and it shall be subrogated to and be
State of Texas or the public generally in the area extending from the entitled to all rights and remedies of the Insured against any person or
line of mean low tide to the line of vegation or their right of excess property in respect to such claim. The Insured, if requested by the
iheretc, or right of easement along and across the same. Company, shall transfer to the Company all rights and remedies
Id) Defects, liens, eocambrances, adverse claims, or other matters against any person or property necessary in order to perfect such right
(1) created, suffered, assumed or agreed to by the Insured; (2) not of subrogation, and shall permit the Company to use the name of the
known to the Company and not shown by tha public records but Insured in any transaction or litigation involving such rightsor remedies.
known to the Insured either at the date of this policy or at the date 5. Policy Entire Contract
the Insured acquired an estate or interest insured by this policy and Any action, actions or rights of action that the Insured may have,
not disclosed In writing by the Insured to the Company prior to the or may bring, against the Company, arising out of the status of the
dote such Insured became an Insured hereunder; (3) resulting in title insured hereundo must be based on the provisions of thi:policy,
no loss or damage to the Insured; (4) attaching or created subsequent and all notices required to be given the Company, and any statement
to the dote of this policy; (5) resulting in loss or damage which would in writing required to be furnished the Company, shall be addressed
not hive Leon sustained if the Insured hadpaid value for the estate or to it at P. D. Box 2029, Houston, Texas 77252.
interest inured by this policy; or (6) the homestead or community
property r,r survivorship rights, if any, of any spouse of any Insured. 6. This policy is not transferable.
STEWART TITLE
OUAl1A Nl1' COxIPA Ntt
T•1 Owner Policy Schedules- Form Prescribed by State Board of Insurance of Texas -Revised 3.1-1983
lfl-3/4/83
SCHEDULE A
OF No. B-8893
C•.%ner Policy No.: 0.5801. 009255 A Date of Policy: March 3, 1983
NAME OF #NSURED:
CITY OF DENTON.
Amount:
TWO THOUSAND NINE HUNDRED SIXTY AND 20/100 02,960.2G) DOLLARS.
1. The estate or interest in the land insured by this policy is: (Fee Simple, Leasehold, Easement, etc, Identify
or Describe)
Fee Simple.
2. The land referred to in this policy is described as follows:
SEE ATTACHED "EXHIBIT A" FOR LEGAL DESCRIPTION.
SCHEDULE B
This policy is subject to the Conditions and Stipulations hereof, the terms and conditio-Is of the leases or
easements insured, if any, shown in Schedule A, and to the following matters which are additia at exceptions
from the coverage of t`;s Policy:
1. The following restrictive covenants of record itemized below (insert specific recording data or stbte "None
of Record'): None of record.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or any over.
lapping of improvements.
3. Taxes for the year 19 83 and subsequent years, and subsequent assessments for prior years due to
change in land usage or ownership.
4. The following lien(s) and all terms, previsions and conditions of the instrument(s) creating or evidencing
said lien(s): NONE.
Fold 5. Rights of parties in possession. Ford
6. Easement dated September 12, 1936 executed by Mrs. Lucy Allen et vir, U.S. Allen
to Texas Power and Light Co., recorded in Volume 261, Page 147, Deed Records, Denton
County, Texas.
7. Any visible and apparent roadway or easement over or across the subject property,
the existence of which does not appear of record.
Counterelgned:
STEWART TITLE OF DENTON COUNTY, NC.
BY lt /UWW AA4-la 5TF«A1tT TITLE
U AuthorkedC tempo sture GUARANTY COMPANY
861213 it" 3/e31
.Continuation form 203--.'T ,
Attached to and made a part of Stewart Title Guaranty Company Policy No. 009255 A
Continuation of Schedule A
"EXHIBIT A"
All that certain 0.030 acre tract, or parcel of land situated in
the B.B.B. 6 C.R.R. Co. Survey, Abstract No. 186, Denton County,
Texas; said tract being part of a tract shown by deed to A. L.
Dean and recorded in Vol. 734, page 716 of the Deed Records of
Denton County, Texas and being more particularly described as
follows:
BEGINNING, for the southeast corner of ti-.e tract being described
herein at an iron pin set in the southeast corner of said Dean
tract;
THENCE North 88 degrees 11 minutes 56 seconds West 68.68 feet
to an iron pin set in the ground 70 feet Rest of the Southeast Corner
of a tract deeded to R. D. Martin and recorded in Volume 416,
page 215 of the Deed Records of Denton County, Texas;
THENCE North 01 degree 29 minutes 28 seconds East 19.21 feet to
an iron pin set in the ground on the north line of proposed Windsor
Drive;
THENCE South 88 degrees 11 minutes 56 seconds East with thenorth
line of said proposed road 68.79 feet to an iron pin set in
the ground on the east line of said Dean tract;
THENCE South 01 degree 48 minutes 05 seconds West 19.21 feet to the
point of beginning.
PTT DIED TO AND' ADE A FART OF
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POL No.
CO IITIY'UATIO' R REhLE A
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A•95-WARRANTY DEED-With GeneW and Corpor►doe Acknowledgments MARTIN Sstionerr Co.. DO"
THE STATE OF TEXAS, Know All Men Bye Rig 8e rees3ents:
COUNTY Op..... PEN.T. N
SEED RECORDS
That Agnes Lee Dean Nall and William C. Nall 7522
of the County of Denton , Stat: of Texas for and in consideration of
the sum of ---------Two Thousand Nine Hundred Sixty Dollars and Twenty Cents
($2,960.20)---------------------------------------------------- DOLLARS,
to them inhandpaidby the City of Denton, Texas, a Municipal
Corporation
have Granted, Sold and Conveyed, and by these presents do Grant, Selland Convey unto the said City of
Denton, Texas, a Municipal Corporation
of the County of Denton , State of Texas RClk4'R
All that certain 0.030 acre tract, or parcel of land situated in the
B.B.B. & C.R.R. Co. Survey, Abstract No. 186, Denton County, Texas;
said tract being part of a tract shown by deed to Agnes Lee Dean and
recorded in Volume 734, page 716 of the Deed Records of Denton
County, Texas and being more particularly described as follows:
Beginning, for the southeast corner of the tract being described
herein at an iron pin set in the southeast corner of said Dean tract;
Thence North 88 degrees 11 minutes 56 seconds West 68.66 feet to an
iron pin set in the ground 70 feet west of the southeast sorrier of a
tract deeded to R.D. Martin and recorded in Volume 416, page 215 of
the Deed Records of Denton County, Texas;
F Thence North 01 degree 29 minutes 28 seconds East 19.21 feet to an
iron pin set in the ground on the north line of proposed Windaor
Drivel
't Thence South 88 degrees 11 minutes 56 seconds East with the north
line of said proposed road 68.79 feet to an iron pin set in the
ground or. the east line of said Dean tract;
Thence South 01 degree 48 minutes 05 seconds West 19.21 feet to the
point of beginning.
I
TO HAVE AND TO HOLD the above described premises, together with all and singular, the rights and
appurtenances thereto in anywise belonging unto the said City of Denton, Texas, a Municipal
Corporation, its successors
ltfuand assigns forever; and we do hereby bind ourselves, our
heirs, executors and administrators, to Wa:;ant and Forever Defend all and singular the said premises unto the
said City of Denton, Texas, a Municipal Corporation, its successors
xLaot and assigns against every person whomsoever lawfully claiming, or to claim the same, or any part
thereof.
Witness our band at Denton, Texas this 3rd day of
March , A.D. 19 8 3
Witnesses at Request of Grantor: ^
4
A FS LEE DEAN NALL
. .
WILLIAM C. NALL•
VU ACKNOWLEDGMENT
THE STATE OF TEXAS,
BEFORE DIE, the undersigned authority,
COUNTY OF......... DENTON
In and for said County, Texas, on this day personally appeared......... AGNES LEE DEAN NALL AND WILLIAM C .
N ALL
.
_
known to me to be I rson........ whose name.S........... aria.......... subscribed to the foregoing Instrument, and acknowledged to me that
,t.tUt ,vPubr
t bc.....Jek she r the purposes and consideration therein expressed.
VU'' /1 1C1 ...._,A. .19....3
»
GL' N~GfiDER ,f4-k3H41 AND SEAL OF OFFICE, Thu. ...............day ~_+/.f..._...._
Q f
~
~ s
t wsc _ r 'jl ~'L............. .
_
Public ...J1.......~4T..1 .County, Texas
'
Notary
4c
. My CommLssioa Expirajuee . `5............., 19.`........
rrr: r, p, r. a•t~'' ACH NO WLE DG M ENT
THE STATE OF TEXAS,
BEFORE ME, the undersigned authority,
COUNTY OF........
In and for said County, Texas, on this day personally appeared
known to me to be the person........ whose name subscribed to the foregoing instrument, and acknowledged to we that
».be.._..... executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY IIAND AND SEAL OF OFFICE, This. _._..._......day of...... _ A. D. 19
(L.S.) _
Notary Public .County, Texas
Dfy Commission Expires June 19_..._..
CORPORATION ACKNO'W'LEDGMENT
THE STATE OF TEXAS,
BEFORE ME, the undersigned authority,
COUNTY OF............. _
in and for said County, Texas, on this day personally appeared _
known to me to be the person and officer
whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said..
.
R corporation, and that be executed the same as the act of such corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.
MEN UNDER MY HAND AND SEAL OF OFFICE, This._......_....._._..........day of...... A. D. 19.......
(LS.) _ _
Notary Public _County, Texas
My Com'nMon Expires June. 19
THE STATE OF TEXAS,
I, _
COUNTY OF----...__._......_..................
County Clerk of the County Court of said County, do bereb) certify that the foregoing instrument of writing dated on
.--day of A.D. 19............, with Its Certificate of Authentication, was filed for record In my office
on the_.__..».._.........day o1.._...... A.D. 19................, at....... o'clock..._......... IL, and was duly recorded this..................
day A.D. l9........ at_....................... o'clock.._.......... M., In the Records of Wd County, In Vol-
uma on pages
WITNESS my hand and seal of the County Court of said County, at my office in._.....». _
_ ..».._......._the day a-d year last above written
Clerk County Court... .._.»County, Texas
Deputy.
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CERTIFICATE FOR
RESOLUTION DIRECTING THE REDEMPTION OF CERTAIN
CITY OF DENTON ELECTRIC SYSTEM REVENUE BONDS
THE STATE OF TEXAa
COUNTY OF DE14TON
CITY OF DENTON
WA, the undersigned officers of said City, hereby
certify as follows:
1. The C:ty Council of said City convened in
SPECIAL MEETING ON THE 10TH DAY OF MARCH, 1983,
at the Municipal Building (City Hall), and the roll was
called of the duly constituted officers and members of said
City Council, to-wit:
Charlotte Allen, City Secretary Richard 0. Stewart,
Mayor
Mark Chew Jack Barton
Charles Hopkins Dr. A. Ray Stephens
Jim Riddlesperger Joe Alford
and all of sa persons were present, except the following
r
absentees: C yvw
thus constituting a quorum. Whereupon, among ogler
business, the following was transacted at said M:?eting: a
written
RESOLUTION DIRECTING THE REDEMPTION OF CERTAIN
CITY OF DENTON ELECTRIC SYSTEM REVENUE BONDS
was duly introduced for the consideration of said City
Council and duly read. It was then duly moved and seconded
that said Resolution be adopted; and, after due discussion,
said motion, carrying with it the adoption of said
Resolution, prevailed and carried by the following vote:
AYES: All members of said City Council
shown present above voted "Aye".
NOES: None.
2. That a true, full, and correct copy of the
aforesaid Resolution adopted at the Meeting described in the
above and foregoing paragraph is attached to and follows
this certificate; that said Resolution has been duly
recorded in said City Council's minutes of said Meeting;
that the above and foregoing paragraph is a true, full, and
correct excerpt from said City Council's minutes of said
meeting pertaining to the adoption of said Resolution; that
the persons named in the above and foregoing paragraph are
the duly chosen, qualified, and acting officers and members
of said City Council as indicated therein; and that each of
the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance,
of the time, place, and purpose of the aforesaid Meeting,
and that said Resolution would be introduced and considered
for adoption at said Meeting; and that said Meeting was open
to the public, and public notice of the time, place, and
purpose of said meeting was given, all as required by
Vernon's Ann. Tex. Civ. St. Article 6252-17.
3. That the Mayor of said City has approved, and
hereby approves, the aforesaid Resolution; that the Mayor
and the City Secretary of said City have duly signed said
Resolution; and hat the Mayor and the City Secretary of
said City hereby declare that their signing of this
Certificate shall constitute the signing of the attached and
followin,_r copy of said Resolution for all purposes.
4. That the Resolution has not been modified, amended
or repealed and is in full force and effect on and as of the
date hereof. _,Ai
SIGNED AND SEALED the /J9 day of Ma ch, 19
ty Sec etary ayor
(SEAL)
We, the undersigned, being respectively the City
Attorney and the Bond Attorneys of the City of Denton,
Texas, hereby certify that we prepared and approved as to
legality the attached and following Resolution prior to its
adoption as aforesaid. e, "
C It tt ey
f
on orneys
RESOLUTION DIRECTING THE REDEMPTION OF CERTAIN
CITY OF DENTON
ELECTRIC SYSTEM REVENUE REFUNDING BONDS,
SERIES 1978
WHEREAS, the City of Denton, Texas, Las outstanding the
City of Denton, Texas, Electric System Revenue Refunding,
Bonds, Series 1978, dated July 1, 1978, aggregating
$19,255,000 in principal amount (the "Series 1978 Bonds");
and
WHEREAS, of said Series 1978 Bonds, Bonds Numbers 2051
through 3850 in the principal amount of $9,000,000 and
maturing on December 1, 2007, less than the "Tendered Bonds"
described below in the aggregate principal amount of
$2,000,000, are subject to optional and mandatory redemption
in the amounts and on the dates set forth in Section 6 of
the Ordinance authorizing the issuance of the Series 1978
Bonds, at a price of par and accrued interest to the date of
redemption; and
WHEREAS, the City has made arrangements to purchase
$2,000,000 in principal amount of the Series 1978 Bonds
maturing on December 1, 2007 (the "Tendered Bonds") on March
29, 1983; and
WHEREAS, the Ordinance authorizing said Bonds provides
that at least thirty (30) days prior to the date on which
said Bonds are to be redeemed, Notice cf Redemption (speci-
fying the serial numbers and the amount of Bonds to be re-
deemed) shall be published once in a financial publication
published in The City of New York, New York; and
WHEREAS, concurrently herewith the City Council has
authorized the execution and delivery of the Utility System
Special Escrow Fund Agreement among the City, the Texas
American Bank/Fort Worth, N.A., Fort Worth, Texas, as Escrow
Agent, and InterFirst Bank Dallas, N.A., Dallas, Texas
pursuant to which the Escrow Agent will hold monies and
investments provided by the City in an amount sufficient to
pay the principal of said Series 1978 Bonds specified in the
second recital hereof, on the respective redemption dates
and to pay the principal of other outstanding Bonds of said
City at their respective maturity dates or date of purchase
by the City and to pay interest on all of said outstanding
Bonds to the respective redemption, maturity or purchase
dates;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF DENTON, TEXAS:
Section 1. That the City Council hereby directs that
$4,025,000 of the Series 1978 Bonds maturing on December 1,
2007 be called for redemption in the amounts and on the
respective redemption dates set forth in Exhibit "A"
attached hereto, at a redemption price equal to the
principal amount thereof plus interest accrued to the date
of redemption.
Section 2. That the City Council on behalf of the City
hereby exercises its option granted in Section 6 of the
ordinance authorizing the Series 1978 Bonde to call for
redemption on December It 2002, $2,140,000 in principal
amount of said Series 1978 Bonds in addition to the $300,000
in principal amount thereof required to be redeemed pursuant
to the mandatory redemption provisions and further exercises
its option to reduce the principal amount of Series 1978
Bonds to be redeemed pursuant to the mandatory redemption
provisions thereof on the respective mandatory redemption
dates in the years 2003 through 2006 to the amounts shown on
Fxhibit "A* by virtue of the exercise of the optional
redemption of the $2,140,000 in principal amount of the
series 1978 Bonds on December 1, 2002.
Section 3. That the Director of Finance is hereby
authorized and directed to issue a Notice of Redemption of
said Bonds called for redemption pursuant to Section 1 to
Texas American Bank/Fort Worth, N.A., Fort Worth, Texas and
to First State Bank of Denton, Denton, Texas, the places of
payment of said Bonds, which notice is to be mailed or
delivered so as to be received by said banks no later than
March 29, 1983, and to have such notice published once,
prior to March 29, 1983, in a financial publication
published in The City of New York, New York.
Section 4. That s"ch Series 1978 Ponds to be redeemed
shall be presented for redemption in accordance with said
notice at a bank of payment and shall not bear interest
after the date provided for their respective redemptions.
Section 5. That the Notice of Redemption to be issu:d
and published by the Director of Finance shall be substan-
tially in the form attached hereto as Exhibit "B". The
Director of Finance shall insure that the provisions of the
ordinance authorizing the Series 1978 Bonds is complied with
and that the paying agent selects the numbers of the Series
1978 Bonds to be called on each redemption date for
inclusion in the Notice of Redemption.
EXHIBIT "B"
NOTICE OF REDEMPTION
CITY OF DENTON, TEXAS
ELECTRIC SYSTEM REVENUE REFUNDING BONDS, SERIES 1978
NOTICE IS HEREBY GIVEN that the City of Denton, Texas,
has called for redemption all of the outstanding Bonds of
the City described as follows:
(TO BE SUPPLIED BY DIRECTOR OF FINANCE)
Said Bonds shall be redeemed at the Texas American
Bank/Fort Worth, N.A., Fort Worth, Texas or at the First
State Bank of Denton, Denton, Texas, the places of payment
of said Bonds. Upon presentation thereof at a place of
payment on the redemption date, the holders of said Bonds
shall- be entitled to receive par and accrued interest to
said redemption date.
NOTICE IS FURTHER GIVEN that due and proper
arrangements have been made for providing the places of
payment of said Bonds called for redemption with funds
sufficient to pay the principal mount of said Ponds and the
interest thereon to the redemption date. In the event said
Bonds, or any of them, are not presented for payment by the
dates fired for their redemption, they shall not thereafter
bear interest.
THIS UOT'ICE is issued and given pursuant to the
optional and mandatory redemption provisions set forth in
the proceedings authorizing the issuance of the
aforementioned Bonds, in accordance with the recitals and
provisions of each of said Bonds and pursuant to authority
of a Resolution adopted by the City Council of the City of
Denton, Texas on the 10th day of March, 1983.
WITNESS MY OFF.T.CIAL SIGNATURE, this the day of
March, 198::.
Director of Finance
City of Denton, Texas
EXHIBIT "A"
Period Ending Total Principal
December 11 1997 $ 3000000
December It 1998 300,000
December 1, 1999 250,000
December It 2000 275,000
December It 2001 275,000
December 1, 2002 2,440,000
December IF 2003 45,000
December 11 2004 40,000
December 11 2005 50,000
December 11 2006 50,060
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PURCHASE CONTRACT RELATING TO
i
$25,260,000
CITY OF DENTON, TEXAS
UTILITY SYSTEM REVENUE REFUNDING BONDS
SERIFS 1983
The Honorable Mayor and City Council
City of Denton
Denton, Texas
Dear Mayor and Members of the Council:
The undersigned (hereinafter called the "Underwriters"), appearing on the
signature page hereof offer to enter into this Purchase Contract with the City of
Denton, Texas (hereinafter sometimes called the "City"). This offer is made subject
to the City's acceptance of this Purchase Contract on or before 5:00 p.m., New York
Time, on April 15, 1983, and if not so a ;cepted, will be subject to withdrawal by the
Underwriters upon notice delivered to the City at any time prior to the aceeptr,nee
hereof by the City.
1. Upon the terms and conditions and upon the basis of the
representations set forth herein, the Underwriters, jointly and severally, hereby
agree to purchase from the City, and the City hereby agrees to sell and deliver to
the Underwriters an aggregate of $ 25,280,000 principal amount of City of Denton,
Texas, Utility System Revenue Refunding Bonds, Series 1983 (the "Bonds'). The
Bonds shall be dated March 1, 1983, and shall have the maturities and bear interest
from their date at the rate or rates per annum shown on Exhibit A hereto, such
interest being payable on December 1, 1983, and semiannually thereafter on June 1
and December 1 in each year. The purchase price for the Bonds shall be as set forth
in the table below, plus in each case interest accrued on the Bonds from their date to
the date of the payment for and delivery of the Bonds (such payment and delivery
being herein sometimes called the "Closing').
Maturity Purchase Price
1983 - 2001 $ 220976,190
2007 $ 20028,070
Additionally, the City agrees to purchase from Goldman, Sachs & Co. and
Dillon, Read & Co. Inc., $2,000,000 par value City of Denton, Texas Electric System
Revenue Refunding Bonds Series 1978, maturing on December 1, 2007 for a total
purchase price of $1,597,340 to be paid at Closing pursuant to the Escrow Deposit
Agreement (hereinafter defined).
Exhibit B hereto is the Offering Memorandum, including the cover page,
Appendices thereto, of the City, dated March 10, 1983, with respect to the Bonds.
The Offering Memorandum, including the cover page and Appendices thereto, as
further amended only in the manner hereinafter provided, is hereinafter called the
"Offering Memorandum."
-1-
2. The Bonds shall be described in and shall be issued and secured under
the provisions of the Ordinance adopted by the City on March 10, 1983 (the
"Ordinance"). The Bonds shall be subject to redemption and shall be payable as
provided in the Ordinance.
3. The Underwriters have heretofore authorized Goldman, Sachs & Co.,
as senior manager, to execute this Purchase Contract on behalf of the Underwriters.
9. It shall be a condition of the obligation of the City to sell and deliver
the Bonds to the Underwriters, and of the obligation of the Underwriters to purchase
and accept delivery of the Bonds, that the entire principal amount of the Bonds
authorized by the Ordinance shall be sold and delivered by the City and accepted and
paid for by the Underwriters at the Closing. The Underwriters agree to make a bona
fide public offering of all of the Bonds, at not in excess of the initial public offering .
prices, as set forth on the cover page of the Offering Memorandum, plus interest
accrued thereon from the date of the Bonds.
5. Delivered to the City herewith is a certified or bank cashier's check
payable to the order of the City in New York Clearing House funds or other
immediately available funds in the amount of one percent of the face amount of the
Bonds. The City agrees to hold such check uncashed until the Closing to ensure the
performance by the Underwriters of their obligations to purchase, accept delivery of
and pay for the Bonds at the Closing. Concurrently with the payment by the
Underwriters of the purchase price for the Bonds, the City shall return such check to
the Underwriters as provided in Paragraph 8 hereof. Should the City fail to deliver
the Bonds at the Closing, or should the City be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for the
Bonds, as set forth in this Purchase Contract (unless waived by the Underwriters), or
should such obligations of the Underwriters be terminated for any reason permitted
by this Purchase Contract, such check shall immediately be returned to the
Underwriters. In the event the Underwriters fail (other than for a reason permitted
hereunder) to purchase, accept delivery of and pay for the Bonds at the Closing as
herein provided, such check shall be retained by the City as and for full liquidated
damages for such failure of the Underwriters and for any defaults hereunder on the
part of the Underwriters.
6. The City hereby authorizes the Ordinance, the Offering Memorandum
and the information therein contained and certain information extracted from the
audited Financial Statements of the City of Denton for the fiscal years ending
September 30, 19^02 and 1981 relating to its Electric System and Water and Sewer
System (the "Financial Statements') which is included in the Preliminary Offering
Memorandum, dated as of March 1, 1983 (the "Preliminary Offering Memorandum"),
to be used by the Underwriters in connection with the public offering and sale of the
Bonds. The City confirms its consent to the use by the Underwrters prior to the
date hereof of the Preliminary Offering Memorandum, and the Financial Statements
in connection with the public offering of the Bonds.
7. On the date hereof, the City represents, warrants and agrees as
follows:
-2-
(a) The City is a municipal corporation, a political subdivision of
the State of Texas and a body politic and corporate, and has full legal right,
power and authority to enter into this Purchase Contract, to adopt the
Ordinance, to sell the Bonds, and to issue and deliver the Bonds to the
Underwriters as provided herein and to carry out and consummate all other
transactions contemplated by the Ordinance, this Purchase Contract and the
Offering Memorandum.
(b) By official action of the City prior to or concurrently with
the acceptance hereof, the City has duly adopted the Ordinance, has duly
authorized and approved the execution and delivery of, and the performance
by the City of the obligations contained in the Bonds, this Purchase Contract
and the Offering Memorandum.
(c) The City is not in breach of or default under any applicable
law or administrative regulation of the State of Texas or the United States or
any applicable judgment or decree or any loan agreement, note, resolution,
agreement or oche: instrument, except as may be disclosed in the Offering
Memorandum, to which the City is a party or is otherwise subject, which
would have a material and adverse effect upon the business or financial
condition of the City; and the execution and delivery of this Purchase
Contract by the City and the execution and delivery of the Bonds and the
adoption of the Ordinance by the City and compliance with the provisions of
each thereof will not violate or constitute a breach of or default under any
existing law, administrative regulation, judgment, decree or any agreement or
other instrument to which the City is a party or is otherwise subject.
(d) All approvals, consents and orders of any governmental
authority or agency having jurisdiction of any matter which would constitute
a condition precedent to the performance by the City of its obligations to sell
and deliver the Bonds hereunder and carry out and consummate the
transactions contemplated by the Ordinance and Offering Memorandum have
been obtained.
(e) At the time of the City's acceptance hereof and at the
Closing, the Offering Memorandum does not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(f) Between the date of this Purchase Contract and the Closing,
the City will not, without the prior written consent of the Underwriters, issue
any additional bonds, notes or other obligations for borrowed money, and the
City will not incur any material liabilities, direct or contingent relating to,
nor will there be any adverse change of a material nature in the financial
position of, the City's Electric System and Water and Sewer System.
(g) Except as descriaed in the Offering Memorandum, to the
knowledge of the City, no litigation is pending, threatened, nor any basis
therefor exists, in any court affecting the corporate existence of the City,
the title of its officers to their respective offices, or seeking to restrain or
enjoin the issuance or delivery of the Bonds, or the collection of receipts or
-3-
assets of the City pledged or to be pledged to pay the principal of and interest
on the Bonds, or in any way contesting or affecting the validity or
enforceability of the Bonds, the Ordinance, or this Purchase Contract, or
contesting the powers of the City, or any authority for the Bonds, the
Ordinance, or this Purchase Contract or contesting in any way the
completeness, accuracy or fairness of the Preliminary Offering Memorandum
or the Offering Memorandum or materially and adversely affecting the
financial condition of the City.
(h) The City will cooperate with the Underwriters in arranging
for the qualification of the Bonds for sale and the determination of their
eligibility for investment under the . laws of such jurisdictions as the
Underwriters designate and will use its best efforts to continue such
qualifications in effect so long as required for distribution of the Bonds; .
provided that, the City will not be required to execute a special or general
consent to service of process or qualify to do business in connection with any
such qualification in any jurisdiction.
(i) The descriptions contained in the Offering Memorandum of
the Bonds and the Ordinance accurately reflect the provisions thereof and the
Bonds, when validly executed, authenticated, certified and delivered in
accordance with the Ordinance and sold to the Underwriters as provided
herein, will be validly issued and outstanding special obligations of the City
entitled to the benefits of the Ordinance.
(j) The Financial Statements are authorized to be included in the
Offering Memorandum and are exact copies of certain information extracted
from the audited Financial Statements of the City of Denton for the fiscal
years ending September 30, 1982 and 1981 relating to its Electric System and
Water and Sewer System which were submitted to the City, and to the best
knowledge of the City, constitute full and complete audited financial
information relating to Denton Electric System and Water and Sewer System
(the "Utility System") and there is no basis for a belief that the information
contained therein is inaccurate or misleading in any material respect.
(k) The financial forecasts and projections, included in the
Offering Memorandum, present fairly the most probable forecasts and
projections, based upon all information presently available to officials of the
City, of the matters contained tKrein, and no Official of the City is aware of
any feasibility study or opinion of an independent expert contrary thereto.
(1) If prior to the Closing an event occurs affecting the City
which is material and adverse to the purpose for which the Offering
Memorandum is to be used and is not disclosed in the Offering Memorandum,
-the City shall notify the Underwriters, and if in the opinion of the City and
the Underwriters, such event requires a supplement or amendment to the
Offering Memorandum, the City will supplement or amend the Offering
Memorandum in a form and in a manner approved by the Underwriters and
Bond Counsel to the City.
8. At .m., New York Time, on March 29, 1983 (the
"Closing), the City will deliver the Bonds to the Underwriters in definitive form, duly
executed, authenticated and certified, together with the other documents
-4-
hereinafter mentioned, and the Underwriters will accept such delivery and pay the
purchase price of the Bonds as set forth in Paragraph l hereof by check payable in
federal funds to the order of the City. Concurrently with such payment of the
Underwriters, the City shall return to the Underwriters the check referred to in
Paragraph 5 hereof. Delivery and payment as aforesaid shall be made at the office
of a bank or trust company in New York City, or such other place, as shall have been
mutually agreed upon by the City and the Underwriters. The Bonds shall be printed;
shall be prepared and delivered as coupon bonds in the denomination of $5,000 each;
and, if the Underwriters so request, shall be made available to the Underwriters at
least one business day before the C:osing for purpose of inspection.
9. The Underwriters have entered into this Purchas: Contract in
reliance upon the representations and warranties of the City contained herein and to
be contained in the documents and instruments to be delivered at the Closing, and
upon the performance by the City of its obligations hereunder, both as of the date
hereof and as of the date of Closing. Accordingly, the Underwriters' obligations
under this Purchase Contract to purchase and pay for the Bonds shall be subject to
the performance by the City of its obligations to be performed hereunder and under
such documents and instruments at or prior to the Closing, and shall also be subject
to the following conditions:
(a) The representations and warranties of the City contained
herein and in the Ordinance shall be true, complete and correct in all material
respects at the date hereof and on and as of the date of Closing, as if made on
the date of Closing;
(b) At the time of the Closing, the Ordinance shall be in full
force and effect, and the Ordinance shall not have been amended, modified,
or supplemented, and the Offering Memorandum shall not have been amended,
modified or supplemented, except as may have been agreed upon by the
Underwriters;
(c) At the time of the Closing, all official action of the City
relating to the Ordinance shall be in full force and effect and the Ordinance
shall not have been amended, modified or supplemented;
(d) The City shall not have failed to pay, when due, principal of
or interest on any of its outstanding obligations for borrowed money;
(e) At or prior to the Closing, the Underwriters shall have
received each of the following documents:
(1) The Offering Memorandum of the City executed on
behalf of the City by the Mayor of the City;
(2) The Ordinance certified by the City Secretary under
its seal as having been duly adopted by the City and as being in
effect, with such changes or amendments as have been agreed to by
the Underwriters;
(3) A bond opinion, dated the date of Closing, of Messrs.
McCall, Parkhurst & Horton, Bond Counsel to the City, substantially
In the form included in the Offering Memorandum;
-5-
(4) The supplemental opinion, dated the date of Closing
of Messrs. McCall, Parkhurst & Horton, addressed to the Purchaser
and the issuer to the effect that:
(A) Although we have not verified, are not
passing upon, and do not assume any responsibility for the
accuracy, completeness or fairness of the statements
contained in the Offering Memorandum, except as provided
herein, we have reviewed those matters that relate to Bond
Counsel, the opinion of Bond Counsel, the terms of the Bonds
and the security therefor as these matters appear on the
cover page of the Offering Memorandum and the information
under the headings "Introduction," "Refunding Plan," "The
Series 1983 Bonds" and "Other Information" headings "Tax .
Exemption" and "Legal Opinions and No-Litigation
Certificate," and in the course of this review no facts came
to our attention which would lead us to believe that the
Offering Memorandum, as of the date thereof, contained an
untrue statement of a material fact or taken collectively
omitted to state a material fact necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and based upon this review,
the Offering Memorandum accurately summarizes the terms
of the Bonds and the Ordinance; and
(B) no registration of the Bonds under either
the Securities Act of 1933, as amended, or the Securities Act
of the State of Texas, as amended, is required in connection
with the offer and sale of the Bonds, and there is no other
security being offered in connection with the offer and sale of
the Bonds which requires registration or qualification under
these Acts.
(5) An unqualified opinion or certificate, dated on or
prior to the date of Closing, of the Attorney General of Texas,
approving the Bonds as required by law;
(6) The opinion, dated the date of Closing of Messrs.
Hutchison Price Boyle & Brooks, Counsel to the Underwriters, in form
and substance satisfactory to the Underwriters;
(7) One or more certificates dated the date of Closing,
signed by any appropriate senior staff member of the City, to the
effect that: (A) the representations and warranties of the City
contained herein and in the Ordinance are true and correct in all
material respects on and as of the date of Closing as if made on the
date of Closing; (B) except to the extent disclosed in the Offering
Memorandum, to the knowledge of such person, no litigation is
pending or threatened, nor is there any basis therefor in any court to
restrain or enjoin the issuance or delivery of the Bonds, or the
collection of revenues and assets of the City pledged or to be pledged
to pay the principal of and interest on the Bonds, or the pledge
-6-
thereof, or in any way contesting or affecting the validity of the
Bonds, the Ordinance, or this Purchase Contract, or contesting the
powers of the City or contesting the authorization of the Bonds or the
Ordinance, or contesting in any way the accuracy, completeness or
fairness of the Preliminary Offering Memorandum or the Offering
Memorandum (but in lieu of or in conjunction with such certificate
the Underwriters may, in their sole discretion, accept certificates or
opinions of the City Attorney, that, in Ids opinion, the issues raised in
any such pending or threatened litigation are without substance or
that the contentions of all plaintiffs therein are without merit); and
(C) to the best of his knowledge, no event affecting the City has
occurred since the date of the fering Memorandum which should be
disclosed in the Offering Memorandum for the purpose for which it is
to be used or which it is necessary to disclose therein in order to
make the statements and information therein not misleading in any
respect.
(8) A certificate, dated the date of Closing, of the City
Manager of the City to the effect that there has not been any
material and adverse change in the financial condition of the Utility
System, including the Net Revenues (as defined in the Ordinance)
derived therefrom, since the latest date as of which audited financial
information is contained in the Offering Memorandum;
(9) A certificate, dated the date of Closing, of a senior
official of the Texas Municipal Power Agency ("TMPA"), to the effect
that the information contained in the Offering Memorandum relating
to TMPA is accurate and does not omit any information necessary to
make the statements contained in the Offering Memorandum, in light
of the circumstances under which they were made, not misleading;
(10) Certificates of the City with respect to non-arbitrage;
(11) A letter, dated the date hereof, addressed to the
Underwriters, of the Certified Public Accountants of the City,
confirming that they are the independent public accountants within
the meaning of the Securities Act of 1933, as amended, and the
applicable published rules and regulations thereunder, and to the
effect that on the basis of specified procedures, which would not
constitute an examination made in accordance with generally
accepted auditing standards, as to which no representations need be
made as to the sufficiency thereof, and which would not necessarily
reveal matters of significance with respect to the conciu-;ons drawn
in such letter, including a reading of the latest available financial
statements and inquiries of officials of the City who have
responsibility for financial and accounting matters through a specified
date not more than five days prior to the date of delivery of this
letter, nothing came to their %ttention that caused them to
-7-
believe that as of the date as of which the latest financial statements
are available, there has been any material and adverse change in the
financial condition of the Electric System and Water and Sewer
System.
(12) A letter, dated the date of Closing, addressed to the
Underwriters, of the Certified Public Accountants of the City, to the
effect that they are confirming the information set forth in the letter
referred to in paragraph (11) above, mid stating that nothing has come
to their attention during the period from the time thereof to a date
not more than five days prior to such Closing Date, which discloses
any material adverse change and that they have read the minutes of
the City to a date not more than five days prior to the Closing Date
and nothing has come to their attention that caused them to believe
that as of the date as of which the latest financial statements are
available, there has been any material and adverse change in the
financial condition of the Electric System and Water and Sewer
System.
(13) A certificate, dated the date hereof, of the Director
of Finance of the City, to the effect that the Financial Statements
are exact copies of information contained in the audited Financial
Statements of the City of Denton for the fiscal years ending
September 30, 1982 and 1981 relating to its Electric System and
Water and Sewer System.
(19) A certificate dated the date of the Closing, of Ernst
& Whinney, to the effect that the acquired securities to be deposited
in the "Escrow Fund," as defined in that certain Escrow Deposit
Agreement, dat d as of March 29, 1983, between the City and Texas
American Bank Fort Worth, N.A., are sufficient in amount and yield
to satisfy all principal and interest requirements with respect to all
Electric System and Water and Sewer System bonds being refunded
through the issuance of the Bonds.
(15) A letter date:: the date of Closing from Freese &
Nichols, Inc. and Black & Veatch, respectively, to the effect that the
letters from each that are included in the Offering Memorandum are
exact copies of the originals of such letters and that the City is
authorized to use such Letters in the Offering Memorandum.
(16) Such additional legal opinions, certificates,
instruments and other documents as the Underwriters may reasonably
request, including the opinion of the City Attorney, to evidence the
truth, accuracy and completeness, as of the date hereof and as of the
date of Closing, of tt:e City's representations and warranties
contained herein, in the Ordinance and of the statements and
information contained in the Offering Memorandum and the due
performance and satisfaction by the City at or prior to the date of
Closing of all agreements then to be performed anc, all conditions
then to be satisfied by the City; and
-8-
(17) A copy of all proceedings of the City relating to the
authorization of this Purchase Contract and to the authorization and
issuance of the Bonds, certified as true, accurate and complete by the
City Secretary of the City of Dallas.
All the opinions, letters, certificates, instruments and other documents
mentioned above or elsewhere in this Purchase Contract sF:.11 be deemed to be in
compliance with the provisions hereof if, but only if, they are satisfactory to the
Underwriters.
If the City shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Bonds contained
in this Purchase Contract, or if the obligations of the Underwriters to purchase, to
accept delivery of and to pay for the Bonds shall be terminated for any reason
permitted by this Purchase Contract, this Purchase Contract shall terminate and
neither the Underwriters nor the City shall be under further obligation hereunder,
except that: M the check referred to in Paragraph 5 hereof shall be immediately
returned to the Underwriters by the City, and (ii) the respective obligations of the
City and the Underwriters set forth in Paragraph 11 and 13 hereof shall continue in
full force and effect.
10. The Underwriters may terminate their obligation to purchase at any
time before the Closing if any of the following should occur:
(a) 0) Legislation shall have been enacted by the Congress J the
United States, or recommended to the Congress for passage by the President
of the United States or favorably reported for passage to either House of the
Congress by any Committee of such House, or (ii) a decision shall have been
rendered by a court established under Article III of the Constitution of the
United States o.- by the United States Tax Court, or (iii) an order, ruling or
regulation shall have been issued or proposed by or on behalf of the Treasury
Department of the United States or the Internal Revenue Service or any other
agency of the United States, or (iv) a release or official statement shall have
been issued by the President of the United States or by the Treasury
Department of the United States or by the internal Revenue Service, the
effect of which, in any such ease described in clause 0), G09 (iii), or (iv),
would be to impose, directly or indirectly, Federal income taxation upon
interest received on obligations of the general character of the Bonds or upon
income of the general character to be derived by the City in such a manner as
in the judgment of the Underwriters would materially impair the
marketability or materially reduce the market price of obligations of the
general character of the Bo-As-
(b) Legislation shall have been enacted by the Congress of the
United States to become effective on or prior to the Closing, or a decision or
a court ruling, regulation or proposed regulation by or on behalf of the
Securities and Exchange Commission or other agency having jurisdiction over
the subject matters shall be issued or made, to the effect that the issuance,
sale and delivery of the Bonds, or any other obligations of any similar public
body of the general character of the City, is in violation of the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or
the execution and delivery of the Ordinance or any indenture of similar
-9-
.
character is in violation of the Trust Indenture Act of 1939, as amended, or
with the purpose or effect of otherwit a prohibiting the issuance, sale or
delivery of the Bonds as contemplated hereby or by the Offering Memorandum
or of obligations of the general character of the Bonds.
(c) (i) The Constitution of the State of Texas shall be amended
or an amendment shall be proposed, or (ii) legislation shall be enacted, or (iii)
a decision shall have been rendered as to matters of Texas law, or (iv) any
order, ruling or regulation shall have been rendered as to or on behalf of the
State of Texas by an official, agency or department thereof, affecting the
tax status of the City, its property or income, its bonds (including the Bonds) or the
interest thereon, which in the judgment of the Underwriters would materially affect
the market price of the Bonds.
(d) 0) A general suspension of trading in securities shall have
occurred on the New York Stock Exchange, or 60 the United States s;:all have
become engaged in hostilities which have result,.I in the declaration, on or
after the date of this Purchase Contract, of a nation.il emergency or war, the
effect of which, in either case described in clause W and (ii), is, in the
judgment of the Underwriters, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Bonds on the terms and in the manner contemplated in this
Purchase Contract and the Offering Memorandum.
(e) An event described in Paragraph 7(1) hereof occurs which, in
the opinion of the Underwriters, requires a supplement or amendment to the
Offering Memorandum.
(f) A general banking moratorium shall have been declared by
authorities of the United States, the State of New York or the State of Texas.
11. Costs related to the issuance and sale of the Bonds shall be paid as
follows:
(a) The following items will be paid from the proceeds of the
Bonds as costs of issuance: (1) the cost of any federal funds; W) the cost of
the preparation and printing of the Bonds; (iii) the fees and disbursements of
the City's Bond Counsel and Financial Consultants; (iv) fees and expenses
incurred in obtaining bond ratings.
(b) The Underwriters shall pay; W all advertising expenses in
connection with the offering of the Bonds; (ii) the fees and disbursements of
Underwriters' Counsel; (iii) travel expenses of Underwriters and Underwriters'
Counsel; and (iv) all other expenses incurred by them or any of them in
connection with their offering and distribution of the Bonds.
12. Any notice or other communication to be given to the City under this
Purchase Contract may be given by delivering the same in writing at the address fc„
the City set forth above, and any notice or other communication to be given to the
Underwriters under this Purchase Contract may be given by delivering the same in
writing to Goldman, Sachs & Co., 55 Broad Street, New York, New York, 10004,
Attention: Municipal Bond Department.
-10-
13. This Purchase Contract is made solely for the benefit of the City and
the Underwriters (including the sucermors or assigns of any Underwriter) and no
other person shall acquire or have any right hereunder or by virtue hereof. The
City's representations, warranties and agreements contained in this Purchase
Contract shall remain operative and in full force and effect, regardless of (i) any
investigadors made by or on behalf of any of the Underwriters and (ii) delivery of
any payment for the Bonds hereunder; and the City's representations and warranties
contained in Paragraph 7 of this Purchase Contract shall remain operative and in full
force and effect, regardless of any termination of this Purchase Contract.
14. fIds Purchase Contract shall become effective upon the execution of
the acceptance hereof by the Mayor of the City and shall be valid and enforceable as
of the time of such acceptance.
Very truly yours,
GOLDMAN, SACHS & CO.
DILLON, READ & CO. INC.
KIDDER, PEABODY & CO.
INCORPORATED
By: Goldman, Sachs & Co. f
By: b a d- t Cl
ACCEPTED:
This /0 a y of 1983
CITY OF DENTO , TEXAS
i
a or, City Dento. Texas
Attest:
~J~~ ~
Ci y cretary, City of Denton, Texas
[SEAL]
APPROVED AS TO FORM:
ca~h - zu~~2
City torn , o o , Texas
-11-
RAJ
. d
A AGENTS GENERAL AGENCY, INC.
G 3014 S E. LOOP 820 - P. O. BOX 40157
A FORT WORTH, TEXAS 78140
817 293-00.70
TELEX • 758.605
Dare: 3-11-83
To:
City of Denton
City Secretary
Denton, Texas 76201
RE: One Way Service, Inc.
XS 00 76 99
Gentlemen,
Since you are a certificate holder for the captioned policy, this letter
is to inform you the Insured has returned the original policy to be
cancelled effective 11-16-82
We assume they have secured replacement coverage elsewhere and suggest
you contact them for particulars.
ry truly,
Dave Hogue
DNH/rkh
G!7 of Ccnscn
U tigSxre2hryr1pl~ _
MAR 14
i9
no ~
Orville
e oc
March 7, 1983
City of Denton 1.1Aq 8 1983
City Secretary
Denton, Texas 76201
RE: ONE WAY SERVICE, INC. / CERTIFICATES OF LNSURANCE
Gentlemen:
In accordance with the attached letter from MUMS, representing the new owners
of One Way Service, Inc. , our policies for the captioned are being cancelled
effective November 16, 1982,
I am sure that you have received notification of coverage from their present
carrier, nowever, we are enclosing a copy of their binder of coverage.
Yours very- truly J
~~J GGy~4L1=.f~~jpl
Karen Wiggins U
I
KO, 60X 9167 0 817.731-0866 0 FORT WORTH, TEXAS 76107
` Mims
Maryland Insurance Management Services, Inc.
i
March 3, 1983
Mr. Orville Neal
Orville Neal Insurance Agency
3610 Linden Avenue
Fort Korth, Texas 76107
Re: One Way Services, Inc.
Dear Mr. Neal,
I apologize for the delay in sending you the enclosed
information. As I am sure you are aware that our client Laidlaw
Industries, Inc. has purchased One Way Services, Inc. effective
11/16/82.
Due to this purchase I am enclosing all original policies
with the exception of Denton Highway to be cancelled pro rata
effective 11/16/82. The reason I zm not returning Denton Highway
Policy is because the policy is in process of being issued effective
12/21/82. Please cancel this particular policy flat, effective
12/21/82.
1 have also enclosed an insurance Binder to prove that
coverage is in effect. If you have any questions or need any
further informatics, please contact me.
Sincerely,
Mary Claire Fick
Commercial Lines Manager
MCF: scs/N
Suite 2010 Heaver Plaza 1301 York Road Lutherville, Maryland 21093 Telephone: 301.3374550
Blntler N0.
,'VI V, • .a.,. •
• • • • • • • 3378550
MAME AND ADDRESS OF AGENCY COMPANY
Maryland Insurance Management Services, Inc. ific~
1301 York Road, Suite 201 Effective 12:01 am 11/16, 19 82
Lutherville, MD 21093 Expires Q 12:01 am O Noon q .1983
❑ This binder is issued to extend coverage in the above named
compa,iy per expiring policy (i
(eacepln noted Dek.l
NAME AND MAILING ADDRESS OF INSURED Description of Operation/Vehicles/Propergr
One Way Service, Inc.
P.O. Box. 14129
Fort Worth, Texas 76117
Type and Location of Property Coovage/Pw l&/Forms &mt d lno rem Ded. _o+%
P 5724 Elliott-R.eedu_ Road Bldg. A11 Risk Coverage - 40,000 1000 90
R Content's All Risk Coverage 20,000 1000 90
0
P 5701 Denton Highway Bldg. All Risk Coverage 252,000 1000 90
E Haltom City, Texas Contents All Risk 7,200 1000 90
R 5701 A Denton Highway Bldg. All Risk Coverage 5,000 1,00
T
Y _
Type of Insurance Coverage/Forms Limits of Llabili
L - EaehOecunwra Aggirrieziete
1 ❑ Scheduled ForITI 12 Comprehensive Form Bodily Injury $ $
A (3 Premises/Operations Property
11 (3 Proaucts/Corr. pleted Operations Damage $ $
L [2Contracbial Bodily Injury &
1 ❑ Other (specify below) Property Damage
Y O Med. Pay. $ Pry $ A pff -
QPersonal Injury 13 A EZ 8 EH C Personal Injury +!,000,000
A - - Limits of Mal ility
U [2Liability [2 O Non-owned (2 Hired Bodily Injury (Each Person) $
T QComprehenslve•Deductible $5,000 over 17,500 GVW, 100 under Bodily Injury (Each Accident) $
0 QCollision -Deductible $5,000 over 17,500 GVW, 500 under -
M O Medical Payments $ Property Damage $
0 QUninsured Motorist $Statutory Limit
0 -
( CkNo Fault (specify): Statutory Limit Bodily Injury & Property Damage
L C30ther(specify): 5,000 Property Damage Deduct ble Combined $190000000
E
Q WORKERS' COMPENSATION - Statutory Limits (specify states b?!ow) p EMPLOYERS' LIABILITY - Limit $,000,000
SPECIAL CONElITIONS/0T'HERCOVERAGES Excess Liability Coverage 9,000,000,
Contractors Equipme,It 406,300, 1,000 deductible, All Risk Coverage,
Misc. Tools, All Risk 1,000 Deductible, Radios 36,655, 250 deductible All Risk Cov.
NAME AND ADDRESS OF ❑MORTGAGEE ❑LOSSPAYEE ❑ADD'LINSURED Md. Ins. Mngt. Si Inc.
LOAN NUMBER
PP: ` W/83
Signature of A horized Repr sentative Date
scs
ACORD 75 (11.77)
~ ~
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s ~a
s..ew, d G.o.Y
STEWART TITLE OF DENTON COUNTY, INC.
FOR EALY JAGOE ABSTRACT COMPANY, INC.
NAOMI ALIEN P. O. BOX 267 a DENTON, TEXAS 76201 Aroe coo, e17W451e
PreeWenl Metro 436..!71
March 4, 1983
Roger Wilkinson
Engineering
City of Denton
Denton, Texas 76201 RE: Our GF B-8889
Purchase from E. Deats Heddlee
Dear Roger:
Attached please find Owner's Pitle Policy No. 009256 A, covering the above captioned
transaction in the insured amount of $22,076.00.
Please let us know if we may be of ary a~ditional assistance to you in this or any
other matter,
Yours very truly,
STEWART TITLE OF DENTON COUNTY, INC.
BY. /0yo,"L, U
LL/lfl
enc.
T-f,Owner Policy -Form Prescribed by State Board of Insurance of Texas-Revised 3•1-1983
, -,ti• `1! • U J•S • S<• 'V td! •ti• ! ~ "JJ '.w.. e.L' lit Cam: W • .a! _ !4 4. VL
_'T TITLE
(;lJARANTY COMPANY
STEWART TITLE GUARANTY COMPANY, a Texas core:ration, hereinafter called the Company, for value does hereby
guarantee to the Insured fas herein defined) that as of the date hereof, the Insured has good and indefeasible title to the j
j estate or interest in the land described or referred to in this pulicy.
The Company shall not be liable in a greater amount than the accual monetary loss of the Insured, and in no event shall
the Company be liable for more than the amount shown in Schedule A hereof, and shall, except as hereinafter stated, at its
j own cost defend the Insured in every action or proceeding on any claim against, or right to the estate or interest in the land,
or any part thereof, adverse to the title to the estate or interest in the land as hereby guaranteed, but the Company shall d
r not be required to defend against any claims based upon matters in any manner excepted under this policy by the excep-
tions in Schedule B hereof or excluded by Paragraph 2, "Exclusions from Coverage of this Policy", of the Conditions and c
Stipulations hereof. The party of parties entitled to such defense shall within a reasonable time after the commencement e
of such action or proceeding, and in ample time for defense therein, give the Company written notice of the pendency of l
the action or proceeding, and authority to defend. The Company shall not be liable until such adverse interest, claim, or r
right shall ha,a been held valid by a court of last resort to which either litigant may apply, and if such adverse interest, ,
claim, or right so established shall be for less than the whole of the estate or interest in the land, then the liability of the
{ Company shall be only such part of the whole liability limited above as shall bear the same ratio to the whole liability that j
' the adverse interest, claim or right established may bear to the whole estate or interest in the land, such ratio to be based
1 on respective values determinable as of the date of this policy. In the absence of notice as aforesaid, the Company is re- ,
lieved from all liability with respect to any such interest, claim or right; provided, however, that failure to notify shall not
prejudice the rights of the Insured if such Insured shall not be a party to such action or proceeding, nor be served with pro-
cess therein, nor have any knowledge thereof, not in any case, unless the Company shall be actually prejudiced by such e
failure.
,
c~
' Upon sale of the estate or interest in the land, this policy automatically thereupon shall become a warrantor's policy
and the Insured shall for a period of twenty-five years from the date hereof remain fully protected according to the terms
hereof, by reason of the payment of any loss, he, they or it may sustain on account of any warranty of title contained in the
transfer or conveyance executed by the Insured conveying the estate or interest in the land. The Company shall be liable
r under said warranty only by reason of defects, liens or encumbrances existing prior to or at the date hereof and not excluded
either by the exceptions or by the Conditions and Stipulations hereof, such liability not to exceed the amount of this policy.
,
IN WITNESS HEREOF, the STEWART TITLE GUARANTY COMPANY has caused this policy to be executed oy its
y ry Chairman and President under the seal of the Company, but this policy is tc be slid only when it bears an authorized
J countersignature, as of the date set forth in Schedule A.
r
S'1'I+:«'ART TITLE'
• OVARA N7! Coa[PANY
,
',pymav~ e ~
V
Chairman of the Boar ~f\' a X94 President
,o
fyt Countersignedt 0 8
0 5801. 009256 A -
581 1 Rev. 3-143 31
1 0085 3433
GENERAL CONDITIONS AND STIPULATIONS
1. Definitions 3. Defsntt Ind Prosecutior of Actions
The following terms when used in this policy mean: (a) In all cases where this policy provides for the defense of any
(a) '9and": The land desc(ibed, specifically or by reference, in action or proceeding, the Insured shall secure to the Company the
Schedule A, and improvements affixed thereto which by law right to so provide defense it such action or proceeding, and all
constitute real prooerty. appeals therein, and permit it to use, at its option, the name of the
(b) "public records": Those records which impart constructive Insured for such purpose.
notice of matters relating to the land. lb) The Company shall have the right to select counsel of its own
(c) "knowledge": Actual knowledge, not constructive knowledge choice whenever it is required to defend any action or proceeding,
or notice which may be imputed to tie Insured by reason of any and such counsel shall have complete control of said defense.
public records. (c) The Company shall have .,te right at its own cost to institute
(d) "date": The effective date, including hour if specified. and without undue delay prosecute any action or proceeding or to do
(e) "insured": The Insured named in Schedule A and, subject to any other act which in its opinion may be necessary or desirable to
any rights or defenses the Company may have had against the named establish the title to the estate or interest as insured, and the
Insured or any person or entity who succeeds to the interest of such Company may take any appropriate action under the terms of the
named Insured by operation of law as distinguished from purchase, policy, whether or not it shall be liable thereunder, and shall not
any person or entity who succeeds to the interest of such named thereby concede liability or waive any provision of this policy.
Insured by operation of law as distinguished from purchase including (d) Whenever the Company shall have brought an action or
but not limited to the following: interposed a defense as required or permitted by the provisions of thit
(i) heirs, devisees, distributees, executors and administrators; policy, the Compa ty may pursue any such litigation to final
Iii) the successors in interest M a corporation resulting from determination by a court of competent jurisdiction and expressly
merger or consolidation or the distribution of the assets of such reserves the right, in its sole discretion, to appeal from any adverse
corporation upon partial or complete liquidation; judgnent or order.
{iii) the partnership successors in interest to a general or (e) Whenever requested by the Company, such insured shall give
limited partnership which dissolvesbutdoes notterminate; the Company all reasonable aid in any such action or proceeding, in
(iv) the successors in interest to a general or limited partner- effecting settlement, securing evidence, obtaining witnesses, or
ship resulting from the distribution of the assets of such general or prosecuting or defending such action or proceeding, and the Company
limited partnership upon partial or complete liquidation; shall reimburse such insured for any expense so incurred.
(v) the successors in interest to a joint venture resulting (f) Any action taken by the Company for the defense of the
from the distribution of the asse*s of such joint ve,iturs upon partial Insured or to establish the title as insured, or both, shall not be con-
or complete liquidation: strued as an admission of liability, and the Company shall not thereby
(vi) the successor or substitute trustee of a trustee named in a be held to concede liability or waive any provision of this policy.
written trust instrument; or q, payment of Lou
(vii) the successors in interest to a trustee or trust resulting Ial No claim shall arise or be maintainable under this policy for
from the esof all or part of the assets of such trust to the liability voluntariiy assumed by the Insured in settling any claim or
beneficiaries 'thereof. suit without written consent of the Company.
(b) All payments under this policy, except payments made for
2. Exclusions from the Coverage of this Policy costs, attorney fees and expenses, shall reduce the amount of the
This policy does not insure against loss or damage by reason of the insurance pro tanto; and the amount of this policy shall be reduced
folliwing: by any amount the Company may pay under any policy insuring the
(a) The refusal of any person to purchase, lease or lend money validity or priority of any lien excepted to herein or any instrument
on the land. hereafter executed by the Insured which is a charge or lien on the
(b) Governmental rights of police power or eminent domain land, and the amount so paid shall be deemed a payment to the
unless notice of the exercise of such rights appears in the public Insured u0er this policy.
records at the data hereof; and the consequences of any law, (c) The Company shall have the option to pay or settle or
ordinance or governmental regulation including, but not limited to, compromise for or in the name of the Insured any claim insured
building and zoning ordinances. against by this policy, and such payment or tender of payment,
(c) Any titles or rights asserted by anyone including, but not together with all costs, attorney fees and expenses which the
limited to, persons, corporations, governments or other entities to Company is obligated hereunder to pay, shall terminate all liability of
tidelands, or lands comprising the shores or beds of navigable or the Company hereunder as to such claim. Further, the payment or
perennial rivers and streams, lakes, bays, gulfs or oceans, or to any tender of payment of the full amount of this policy by the Company
land extending from the line of mean low tide to the line of shall terminate all liability of the Company under this policy.
vegetation, or to lands beyond the line of the harbor or bulkhead lines (d) Whenever the Company shall have settled a claim under this
as esfebiis)ed or changed by any government, or to filled-in lands, or policy, all right of subrogation shall vest in the Company unaffected
artificial Islands, or to riparian rights, or the rights or interests of the by any act of the Insured, and it shall be subrogated to end be
State of Taxes or the public generally in the area extending from the entitled to all rights and remedies of the Insured against any person or
tine of mean low tide to the line of vegation or their right of access property in respsct to such claim. The Insured, if requested by the
thereto, or right of easement along and across the same. Company, shall transfer to the Company all rights and remedies
Id) Defects, liens, encumbrances, adverse claims, or other matters against any person or property necessary in order to perfect such right
(1) created, suffered, assumed or agreed to by the Insured; (2) not of subrogation, and shall permit the Company to use the name of the
known to the Company and not shown by the public records but Insured in any transaction or litigation involving such rights orremedies.
known to the Insured either at the date of this policy or it the date 5. Policy Entire Contract
the Insured acquired an estate or Interest insured by this policy and Any action, actions or rights of action that the Insured may have,
not dixloseld in writing by the Insured to the Company prior to the or may bring, against the Company, arising out of the status of the
dote such Insured became an Insured hereunder; (3) resulting in title insured hereunder, must be based on the provisions of thispolicy,
no lots or damage to the Insured; (4) attaching or created subsequent and all notices required to be given the Company, and any statement
to the date of this policy; (5) resulting in loss or damage which would in writing required to be furnished the Company, shall be addressed
not have been sustained if the Insured hadpefd value for the estate or to it at P. 0. Box 2026, Houston, Texas 71252.
Interest Insured by this policy; or (6) the homestead or community
property or survivorshlp rights, if any, of any spouse of any Insured. 6. This policy is not transferable.
c t
STH:'WAHT TITLI•:
, OOA RA RTT COMPART
T-1 Ownec Policy Saoldules- form Prescribed by State Board of Insurance of Texas -Revised 3.1.1983
If 1-3/4/83
SCHEDULE A
GF No. 8..8889
Owner Policy No.:O-5801- 009256 A DateofPolicy: March 3, 1983
NAME OF INSURED:
CITY OF DENTON.
Amount:
TWENTY-TWO THOUSAND SEVENTY-SIX AND NO/100 ($229076.00) DOLLARS.
1. The estate or interest in the land insured by this policy is: (Fee Simple, Leasehold, Easement, etc, Identify
or Describe)
FEE SIMPLE.
2. The land referred to in this policy is described as follows:
SEE ATTACHED "EXHIBIT Arr FOR LEGAL DESCRIPTION.
SCHEDULE B
This policy is subject to the Conditions and Stipulations hereof, the terms and conditions of the leases or
easements insured, if any, shown in Schedule A, and to the following matters which are additional exceptions
from the coverage of this Policy
1. The following restrictive covenants of record itemized bet)w (insert specific recording data or state "None
of Record'): None of record.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or any over-
lapping of improvements.
3. Taxes for the year 19 83 and subsequent years, and subsequent assessments for prior years due to
changa in land usage or ownnrship.
4. The following fien(s) and all terms, provisions and conditions of the instrument(s) creating or evidencing
said lien(s): NONE.
Fold 5. Rights of parties in possession. Fold
6. Paving Assessment due the City of Denton in the amount of $1,150.00, recorded itt
Volume 764, Page 881, Deed Records, Denton County, Texas.
7. Easement dated January 20, 1971 executed by Four M Developers, Inc. to the City of
Denton, recorded in Volume 615, Page 194, Deed Recu:ds, Denton County, Texas.
8. Easement dated March 2, 1982 executed by E. Deats Headlee to the City of Denton,
recorded in Volume 1.129, Page 211, Deed Recorda, Denton County, Texas.
9. Any visible and apparent roadway or easement over or across the subejct property,
the eX13tence of which does not appear of record.
10. Easement dated January 13, 1983 executed by D. Deats Headlee to City of Denton,
recorded in Volume 1189, Page 295, Deed Records, Denton County, Texas.
Countersigned:
STEWART TITLE OF DENTON COUNTY, INC.
BY STHWAKT TITLE 44, Autfrorited O ntmi6netura GUARANTY COMPANY
6111213 (loom "•sl
Con6nuation Form 203•A•T ~
Attached to and made a part of Stewart Title Guaranty Company Policy No. 009256 A
Continuation of Schedule A
EXHIBIT "A"
TRACT I
All that certain 0.279 acre tract, or parcel of land situated in
the B.B.B. S C.R.R. Co. Survey, Abstract No. 186, )er.ton County,
Texas; said tract being part of a tract shown by decd to E. D.
Headlee and recorded in Volume 878, page 564 of the Deed Records
of Denton County, Texas and being more particularly described as
follows:
BEGINNING, for the northeast corner of the tract being described
herein at an iron pin set in the ground at the northeast corner of
said Headlee tract, said corner also being the northwest corner
of a tract deeded to Tex Martin and recorded in Volume 762,
page 484 of the Deed Records of Denton County, Texas;
THENCE South 02 degrees 14 minutes 59 seconds West 27.13 feet
to an iron pin set in the ground on the south line of proposed
Windsor Drive;
THENCE North 88 degrees 27 minutes 27 seconds West with the south
line of said proposed road 442.62 feet to an iron pin set in the
ground on the west line of said Headlee tract and the east line
of a tract deeded to B. M. Ennis and recorded in Volume 1001,
page 542 of the Deed Records of Denton County, Texas;
THENCE North 02 degrees 14 minutes 59 seconds East 27.71 feet
to an iron pin set in the ground at the northwest corner of said
Headlee tract;
THENCE South 88 degrees 22 minutes 57 seconds East 442.61 feet
to the point of beginning.
SEE FACE 3 FOR TRACT IL OF LEGAL DESCRIPTION.
PTT+'C+iEr) TO AND MADE A PART OF
STEWART TITLE GUARANTY COMPANY
POLICY No. 009256 A
rr';T NUATION OF SCHEDULE A
f'. UNTERSIGNED
• + ITIE OF DENTON ~
JtY. ..C
rUT+IC COUNfERSICN LIRE
Page 2
I2T TITI.I4.
CbnTnuat.on Form 203.A.T ~
Attached to and made a part of Stewart Title Guaranty Company Policy No. 009256 A
Continuation of Schedule A
EXHIBIT "A" CONTINUED
All that certain 1.046 acre tract or parcel of land siutated in
the Thomas Toby Survey, Abstract No. 1288 and the B.B.B. b C.R.R.
Co. Survey, Abstract No. 186 and the N. H. Meisenheimer Survey,
Abstract No. 810, Denton County, Texas; said tract being part of
a tract shown by deed to E. D. Headlee and recorded in Volume 878
page 567 of the Deed Records of Denton County, Texas and being
more particularly described as follows:
BEGINNING for the northeast corner of the tract oeing :Inscribed
herein at an iron pin set in the ground at the northej,.;t ccrr. r of
said Headlee tract;
THENCE South 01 degree 12 minutes 49 seconds West 167.30 feet '
to an iron pin found in ghe ground at the northwest corner of Lot 1,
Block 2 Section 4 of the Headlee Addition to the City )f Denton;
THENCE North 88 degrees 14 minutes 47 seconds West with the north
line of Mesquite Street 49.93 feet to an iron pin found in the
ground at the northeast corner of Lot 11, Block 1 Section 4 of the
Headlee Addition;
THENCE North 01 degree 12 minutes 49 seconds East 137.49 feet
to an iron pin set in the ground on the south line of proposed
Windsor Drive;
THENCE North 69 degrees 00 minutes 32.seconds West with the south
line of said proposed road 1040.43 feet to an iron pin set in
the ground on the east line of Hinkle Drive;
THENCE North 01 degree 12 minutes 49 seconds East with the east
line of said proposed road 41.85 feet to an iron pin set in the
ground at the northwest corner of said Headlee tract;
THENCE South 88 degrees 20 minutes 30 seconds East 1090.38 feet
to the point of beginning.
TO AND LADE A FART OF
SEE PAG3 4 FOR TRACT III OF LEGAL DESCRIPTION slrrr.ar ME CUAR,gl;ly COMFAlrY
FcucY r 09256 A
Cr'+t'NU4TI OF SCHEDULE A
COUnTfpS,GrifD
SMVI t TJTLf OF DEp7011;
By
ACOU!ITEP.SICti URf
41) page 3
RTI,;NV'kRT TITI.I~;
Conbnwt.cn Corm 203-A-T
Attached to and made apart ofSte'rrart TWeGuaranty Company PolicyNo. 009256 A
Continuation of Schedule A
"EXHIBIT A"
TRACT III
All that certain 0.068 acre tract, or parcel of land situated in the B.B.B. b C.R.R.
Co. Survey, Abstract No. 186, City and County of Denton, Texas; said tract being a
part of a tract shown by deed to E.D. Headlee as recorded in Volume 878, Page 561 of
the Deed Records of Denton County, Texas said tract being further described by metes
and bounds as follows:
BEGINNING for the northwest corner of the tract being described herein at an iron pin
in Old Sanger Road at the northwest corner of said Headlee Tract, bei:ig also the
northeast corner of tract shown by deed to Tex Martin as recorded in Volume 762, Page
484 of said Deed Records of Denton County, Texas;
THENCE South 88° 21' 58" east 164.83 feet along the north line of said Headlee Tract
to an iron pin set at point of intersection with the southeasterly propossd right of
way line of Windsor Drive;
THENCE Westerly 167.99 feet with arc of curve to right whose radius is 570.83 feet to
an iron pin set at its intersection with the western line of said Headlee Tract, chord
bearing south 82° 12' 08" west 167.9 feet;
THENCE North 2° 14' 59" east 27.43 feet to the place of beginning.
ATTACHED TO AY11 VAU A PART OF
STEYiART TITLE COAFAYTY C0WMI Y
FOOCY No. 009256 A
0NTINUAIUN CF SCHEDULE A
COU YTERSCliED
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A•96-WARR1_*1TT DEED-Witt Cmer.! and Corporation Ackno,rIedg menu
Q O MARTIN Stationery (:a, D.Sias
THE STATE OF TEXAS, 198?4^-636
COUNTY OF.........AEI`IT.OII Know All Men By These Presents:
DEEP) RECORDS
7523
That E. DEATS H1;ADLEE
of the County of Denton , State of Texas for and in consideration of
the sum of-----------------------------------------------------------------
------•°----------------TEN AND N01100 ($10.00)---------------- DOLLARS,
and other good and valuable consideration
to him. in band paid by the City of Denton, Texas, a Municipal
Corporation, the receipt, of which is hereby acknowledged
f i
have Granted, Sold and Conveyed, and by these presents do Grant, Selland Convey unto the said City of
Denton, Texas, a Municipal Corporation
of the County of Denton , State of Texas all that certain
real property in Denton County, Texas; to-wit:
Tract 1: All that certain 0.279 acre tract, or parcel of lam
situated in the B.B.B. & C.R.R. Co. Survey, Abstract No. 186, Dento
County, Texas; said tract being part of a tract shown by deed to E. D.
Headlee and recorded in Volume 8780, Page 564 of the Deed Records o
Denton County, Texas and being more particularly described as follows:
BEGINNING for the northeast corner of the tract being describe
horein at an iron pin set in the ground at the northeast corner of said
Headlee Tract, said ;:oiner also being the northwest corner of a tract
deeded to Tex Martin and recorded ir. Volume 762, Page 484 of the Dee
Records of Denton County, Texas;
THENCE south 2014159" west 27.13 feet to an iron pin set in the
ground on the south line of proposed Windsor Drive;
THENCE north 88027'27" west with the south line of said proposed roa
442.62 feet to an iron pin set in the ground on the west line of said
Headlee tract and the east line of a tract deeded to B. M. Ennis an
recorded in Volume 1001, Page 542 of the Deed Records of Denton County,
Texas;
THENCE north 02014159" east 27.71 feet to an iron pin set in the
ground at the northwest corner of said Headlee tract;
THENCE south 88622'57" east 442.61 feet to the point of beginning.
TRACT 2: All that certain 1.046 acre tract, or parcel of land
situated in t;ie Thomas Toby Survey, Abstract No. 1288, and the B.B.B. &
C.R.R. Co. Survey, Abstract No. 186, and the N. H. Meisenheimer Survey,
Abstract No, 810, Denton County, Texasi said tract being part of a tract
shown by deed to E. 13. Headlee and recorded in Volume 878, Rage 557 of
the Deed Records of Denton County, Texas and being more particularly
described as follows
r
BEGINNING for the northeast corner of the tract being describe
herein at an iron pin set in the ground at the northeast corner of said
Headlee Tract;
THENCE south 01012'49" west 167.30 feet to an iron pin found in the
ground at the northwest corner of Lot 1, Block 2, Section 4 of the
Headlee Addition to the City of Denton;
THENCE north 88014'47" west with the north line of mesquite Street
49.93 feet to an iron pin found in the ground at the northeast corner o
Lot 11, Block 1, Section 4 of the Headlee Addition;
THENCE, north 01012149" east 137.49 feet to an iron pin set in the
ground on the south line of proposed Windsor Drive;
THENCE north 89000132" west with the south line of said proposed roa
1040.43 feet to an iron pin set in the ground on the east line of Ninkl
drive;
THENCE north 01°12149" east with the east line of said proposed road
41.85 feet to an iron pin set in the ground at the northwest corner o
said Headlee tract;
THENCE south 88020'30" east 1090.38 feet to the point of beginning.
Tract 3: All that certain 0.066 acre tract, or parcel of land
situated in the U.B.B. & C.R.R. Co. Survey, Abstract No. 186, City an
County of Denton, Texas; said tract being part of a tract shown by deed
to E. D. Headlee as recorded in Volume 878, Page 561 of the Deed Record
of Denton County, Texas said tract being further described by metes an
bounds as follows:
BEGINNING for the northwest corner of the tract tieing described herein a
an iron pin in Old Sanger Road at the northwest corner of said Headle
Tract, being also the northeast corner of tract shown by deed to Te
Martin as recorded in volume 762, Page 484 of said Deed Records of Denton
County, Texas;
THENCE south 38021'58" east 164.x3 feet along the north line of said
Headlee Tract. to an iron pin set at point of intersection with the
southeasterly proposed right of way line of Windsor Drive;
THENCE westerly 167.99 feet with arc of curve to rigfa whose radius i
570.83 feet to an iron pin set at its intersection with the western line
of said Headlee Tract, chord bearing south 82112108" west 167.39 feet;
THE-'CE north 2014'59" east 27.43 feet to the place of beginning.
TO HAVE AND TO HOLD the above described premises, together with all and sirgular, the a rsts and
appurterances thereto in anywise belonging unto the said City of Denton, Texas, its successors
WK and assigns forever; and I do hereby bird myself, my
heirs, executors and administrators, to Warrant and Forever Defend all and singkdar the said premi.ae3 unto the
said City of Denton, Texas, its successors
htapsxand assigns against every person whomsoever lawfully claiming, or to claim the sar,,e, or any part
thereof.
Witness my hand at Denton, Texas this 1st day cf
March , A.D. 1983
Witnesses at Request of Grantor:
.
EATS HEADLEE
............i0l ~SaTEC,3.,
ACKNOWLEDGMENT C 38
THE STATE OF TEXAS, 411
COUNTY DENTON BEFORE DIE, the undtr_igned authority,
l
in and for said (aunty, Texas, on this day personally appeared E _.Dea.........,.t....s He..........ad.......ee.............................__._._._......_.....................
known to nit to be the person wtose name -A.S.............. subscribed to the forcgong instrument, and acknowledged to me that
he.._._..executed the same for the purposes and consideration therein xpreswd.
GIVEN UNDER DIY I-L+LND AND SEAL OF OFFICE, ................day `of...\. WOLCG/..h............_._..., A. D. 0-8-3...-
IL _
Denton
I~ Notary Publiq ..............._......._.........................._................County, Te us
My Commbsior. Expires June 19....._...
ACKNOWLEDGMENT
THE STATE OF Tl XAS
BEFORE. ME, the undersigned authority,
COUNTY OF............
in and for said Courty, Texas, on this eay personal'y appearcrl
known to me to be the person wbose name subscribed to the foregoing iwtrument, and acknowledged to me that
he........ executed the same for the put,rece. and consideration therein expressed.
GIVEN UNDER DIY HAND AND SEAL OF OFFICE, Th.'s ................................day of.... A. D. l9_...........
(LS.) _
Notary Public County, Texas
My Commission Expires June
CORPORATION ACKNOV71XDG31ENT
THE STATE OF TEXAS,
BEFORE ME, the undersigned authcrity,
COUNTY OF».......... _
In and for said County, Tlxu, on this day personally appeared _
known to me to be the person and officer
whose name is stfwribed to the foregoing Instrument and acknowledged to me that the same was the act of the said.....................
a corporation, and that be executed the same as the act of such corporation for the purposes and considentlon therein expressed, and in
the capacity therein staled
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This_ ................_......._..day of.... A. D. I9...
(LS.I
Notary Public .......County, Texas
My Commission Expires Jime..._
19... .
THE STATE OF TEXAS,
OLT 0'F_...._..._»....... .
C,
County Clerk of tae County Court of said County, d) hereby certify that the foregoing instrument of writing dated on the
» day of_ A.D. 19............, with its Certificate of Authentication, was filed for record In my office
on the... day of_._ A.D. 19_...... at...._._......o'clock.... _M., and was duly recorded this
day of_..__..._...__.__.. A11. l9_._....... , at_........._...__. o'deck._._......._..DI., in the Records of said County, In Vol-
uou_.._ on pages
WITNESS my hand nd seal of the County Court of said 4runty, at my office
the day and year tut above written.
Ck-rk County Ccurt.._._»_ ...County, Texas
tLS f Deputy,
1
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39
LAiN4'ENS ~TTLE
OF DENTON
March 2, 1983
CITY OF DENTON
215 EAST McKINNEY
DENTON, TEXAS 76201
ATTN: ROGER N. WILKINSON
RE: Our File No. D-83-4868-M-02
1.0 ACRE/ R. J. MOSLEY SURVEY/ABST. 803
DENTON COUNTY, TEXAS
Dear Mr. Wilkinson:
In connection with the above referenced transaction, we enclose herewith
Owner's Title Policy No.
90-81-047572
It has been a pleasure to handle this transaction for you and if we
may be of further service to you at any time, please feel free to contact
us.
Yours very truly,
LAWYERS TITLE OF DENTON
BY:~ za,
MRS. BECKY SU , Assistant Vice-President
513 W. Ook P.0.8ox 1586 - Denton, Texas 76201 - (817) 566-7007 - Metro (214) 4341951 (214) 434-2421
` f e.
R
Lammers Title Insurance (grporatfon
90 - 81 - 047572
Own.elr8oy
4 4 ~rrru'.INSURANCE
of
i
Lawyers -itle
Insurance ftoration j
POST OFFICE BOX 2280
DALLAS, TEXAS 75221
Pdlit/ 90. Texas Form T • 2 Rev. 1980 Cover Shut
0364V-M-4226/1 Owner Polity-Form prescribed by State Board of Insurance of Taxu
MINE
Lawyers Title Insurance Qgrporation
Nome Office - Richmond, Virginia
OWNER POLICY OF TITLE INSURANCE
LAWYERS TITLE INSURANCE CORPORATION, A VIRGINIA
corporation, hereinafter called the Company, for value does hereby guarantee tothe Insured (as herein defined) that as of the
date hereof, the Insured has good and indefeasible title to the estate or interest in the land described or referred to in this
policy.
The Company shall not be liable in a greater amount thanthe actual monetary loss of the Insured, and in no event shallihe
Company be liable for more than the amount shown in Schedule A hereof, and shall, except as hereinafter stated, at itsown
cost defend the Insured in every action or proceeding on any claim agains,, or right to the estateor interest inihe land, or any
part thereof, adverse to the title to the estate or interest in the land as hereby guaranteed, but the Company shall not be
required to defend against any claims based upon matters in any manner excepted under this policy by the exceptions in
Schedule B hereof or excluded by Paragraph 2, "Exclusions from Coverage of this Policy of the Conditions andStipu[ations
hereof. The party orparties entitledto such defense shall within a reasonable time after thecommencement of suchaction or
proceeding, and in ample time for defense therein, give the Company written notice of the pendency of the action or
proceeding, and authority to defend. The Company shall not be fable until such adverse interest, claim, or right shall have
been held valid by a court of last resort to which either litigant may apply, and if such adverse interest, claim, or right so
established shall be for less than the whole of the estate or interest in the land, then the liability of the Company shall be only
su:h part of the whole liability limited above asshall bear the same ratio to the whole liability that the adverse interest, claim,
or right. established may bear to the whole estate or interest in the land, such ratio to be based on respective values
dererminabfe as of the date of this policy. In the absence of notica as aforesaid, the Company is relieved from all liability with
respect to any such interest, claim or right; provided, however, that failure to notify shall not prejudice the rights of the
Insured if such Insured shall not be a party to such action or proceeding, nor be servad with process therein, nor have any
knowledge thereof, nor in any case, unless the Company shall be actually prejudiced by such failure.
Upon sale of the estate or interest in the land, this policy automatically thereupon shall become a warrantor's policy and
the Insured shall for a period of twenty-five years from the date hereof remain fully protected according to the terms hereof,
by reason of the payment of any loss, he, they or it may sustain or account of any warranty of title contained in the transferor
conveyance executed by the Insured conveying the estate or interest in the land. The Company shall be liable under said
warranty only by reason of defects, liens or encumbrance existing prior tocr at the date hereof and not excluded either bythe
exceptions or by the Conditions and Stipulations hereof, such liability not to exceed the amount of this policy.
IN WITNESS HEREOF, the LAWYERS TITLE INSURANCE CORPORATION has caused this policy to be executed by
its President under the seai of the Company, but this policy is to be Valid only when it bears an authorized countersignature,
as of the date set forth in Schedule A.
jasuyers'Iltle inau a (grporalfon
v Ueox WA"a
President
Attest:
Secretary.
Policy90 • Texas form T • 2 Rev. 1980
14 03"-QW 422E/1 Owner Policy • Form prescribed by Sleie Board or Insurance of Texas
I POLICY NUM8FR S POLICI' AMOUNT 7 EFFECTNE DATE
OWNER POLICY: PR NTYTV TYPE 6RATEILOCE 9 ADDITONALECHAINST
9Q81-047572 R 121 $ ,800.00 $135.00 1000 2/28/83 0 Q
1 2 3 4 5 fi 7 is 9
Layers Title Insurance Or oration OWNER POLICY
P TITLE INSURANCE
E
CASE NUMBER DATE OF POLICY AMOUNT OF INSURANCE THE POLICY NUMBER SHOWN POLICY NUMBER
ON THIS SCHEDULE MUST
AGREE WItH THE PREPHINTE
D-83-4868-M-02 2/28/83 $2,800.00 NUMBER oN THE covER 90-81-047572
th
Schedule A
1. Name of Insured:
CITY OF DENTON
2. The estate or interest in the land insured by this policy is (fee simple, leasehold, easement, etc.,-identify or describe)
FEE SIMPLE
3. The land referred to in this policy is described as follows:
All that certain lot, tract or parcel of land lying and being situated in
the County of Denton, State of Texas, and being part of the R. J. MOSLEY
SURVEY, ABSTRACT NO. 803, and also being part of a tract of land as
conveyed from Freddie Jane O'Rear to Robert D. Gathings and wife, Shellye
Kay Gathings by Deed dated January 16, 1978, and recorded in VOLUME 872,
PAGE 685 of the Deed Records of Denton County, Texas; and more
particularly described as follows:
BEGINNING at the Scitheast corner of said Tract, said point also lying in
the North Boundary line of a tract conveyed to the City of Denton by Deed
and recorded in VOLUME 462, PAGE 465 of the Deed Records of Denton
County, Texas;
THENCE North 856 10' West along the South Boundary line of said Tract and
the North Boundary line of said City Tract, a distance of 959.52 feet to
a point for a corner, same being the Southerly-Southwest corner of said
Tract;
THENCE North along the Southerly-West Boundary line of said Tract, a
distance of 45.5 feet to a point for a corner;
THENCE South 850 10' East, a distance of 961.95 feet to a point for EI
corner in the East Boundary line of said Tract;
THENCE South 030 03' West along the East Boundary line of said Tract, a
distance of 45.36 feet to the PLACE OF BEGINNING and containing 1.0 acre
of land, more or less.
LAWYERS TITLE AGENCY OF DENTON, INC.
Countersigned at _ DENTON Texas _
MRS. BECKY SUITS, A""nVa'71'8? President
Policy SO- Tees Form 1- 1 Rev. 19801 THIS POLICY IS INVALID Page 1 of Sched. A
035-0-090-4220/4 Lhho in U.S.A. UNLESS THE COVER AND
SCHEDULE 8 ARE ATTACHED Owner Policy • Form prescribed by St+L+ Board of Insvreoal of Texas
.
Lawyers Title Insurance Corporation OWNER POLICY OF
TITLE INSURANCE
CASE NUMBER DATE OF POLICY THIS POLICY NUMBER SHOWN POLICY NUMBER -
ON THIS SCHEDULE MUST
D-83-4868-M-02 2/28/83 AGREE WITH THE PREPRINTED 90-81-047572
th NUMBER ON THE COVER SHEET
Schedule 8
This policy is subject to the Conditions and Stiputations hereof, the terms andconditions of the leases or easements insured,
if any, shown in Schedule A, and to the following matters which are additioial exceptions from the coverage of this Policy.
1. Restrictive covenants affecting the land described or referred to above.
2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments, or any overlapping of improve-
ments.
3. Taxes for the year 1983 and subsequent years, and subsequent assessments for prior years due to change in land usage or
ownership.
4. The following IieMs) and all terms, provisions and conditions of the instrument(s) creating or evidencing said !ien(s):
NONE
5r Rights of parties in possession.
6. All visible and apparent easements and all underground easements, the
existence of which may arise by unrecorded grant or by use.
7. Easement to Denton County Electric Cooperative, Inc., from E. S. Edwards
dated July 6, 1942, recorded in VOLUME 402, PAGE 395, Deed Records,
Denton County, Texas.
8. Rights of the Public, the State and the Mu:ticipalities in and to that
portion of subject property lying within the boundaries of any public
roads.
Page 1 of Sched. B
Policy 90 • Texas Form T - t (Perv. 1980)
035.0.090-4222/4 litho In U.S.A. Owner Policy - Form prescribed by State Board of Icsurance of Texas
Y
1
Lawyers Title Insurance Corporation
Home Office - Richmond, Virginia
CONDITIONS AND STIPULATIONS
1. The following terms when used in this policy mean, writing br the Insured shall have been made to the Company
(a) "land": The land described, specifically or by reference, in prior to the date of this policy; or loss or damage w!iich would
Schedule A. and improvements affixed thereto which by law not have been sustained if the Insured were a purchaser for
constitute real property. value without knowledge; or the homestead or community
(b) "public records": Those records which impart constructive property or survivorship rights, if any, of any spouse of any
notice of matters relating to the land. Insured.
(c) "knowledge": Actual knowledge, not constructive knowledge, 3. Defense of Actions
or notice which may be imputed tothe Insured by reason of any (a) In all cases where th is policy provides for :he defense of any
public records, action or proceeding, the Insured shall securetothe Company
(d) "date The effective date, including hour if specified the right to so provide defense in suchactionor proceeding, and
(e) Insured. the Insured named in Schedule A and, subject to any all appeals therein, and permit it to use, at its option, the name
rights or defenses the Company may have had against the of the Insured for such purpose. Whenever requested by the
named Insured or any person or entity who succeeds to the Company, the Insured sha!i give the Company all reasonable
interest of such named Insured by operation of law as aid in any such notion or proceeding, in effecting settlement,
distinguished from purchase, any person or entity who securing evidence, obtaining witnesses, or defending such
succeeds tothe interest of such named Insured by operation of action or proce(i
law as distinguished fiam purchase including but not limited (b) The Company ;hall have the right to select counsel of its own
to the following choice whenever it is required to defend any action or pro-
(i) heirs, devisees, drstributees, executors and administra- seeding, and such counsel shall have full control of said defense.
tors; (cl Any action taken by the Company for the defense of the Insured
0i) the successors in interest to a corporation resulting from or to establish the title as Insured, or both, shall not be con-
merger or consolidation or the distribution of the assetsof strued as ao admission of liability, and the Company shall not
such corporation upon partial or complete liquidation; thereby be held to concede liability or waive any provision of
(iii) the partnership successors in interest to a general or this policy
limited partnership which dissolves but does not 4. Payment of Loss
terminate; (a) No claim shall arise or be maintainable under this policy for
(iv) the successors in interest to a general or limited partner- liability voluntarily assumed l:ythe Insured in settling anyclaim
ship resulting from the distribution of the assets of such or suit without written consent of the Company.
general or limited partnership upon partial or complete (b) All payments under this policy, except payments made for
liquidation; costs, attorney fees and expenses, shall reduce the amount of
(v) the successors in interest to a joint venture resulting from the insurance pro tanto; and the amount of this policy shall be
the distribution of the assets of such joint venture upon reduced by anyamount the Company may pay under any policy
partial or complete liquidation; insuring thevafidityor priority of any lien excepted to herein or
(vi) the successororsubstitute trustee of atrustee named in a aoy instrument hereafter executed by the Insured which isa
written trust instrument; or cha,ge or lien on the land, and the amount so paid shall be
(vii) the successors in interest to a trustee or trust resulting deemed a payment to the Insured under this policy.
from the distribution of all or part of the assets of such (c) Tha Company shall have the option to pay or settle or
trust to the beneficiaries thereof. compromise foror in the name of the Insured any claim insured
2. Exclusions from the Coverage of this Policy against by this policy. and such payment or tender of payment,
This policy does not insure against loss or damage by reason of together with all costs, attorney fees and expenses which the
the following: company is obligated hereunder to pay, shall terminate atl
(a) The refusal of any person to purchase, lease or fend moneyon liability of the Company hereunder as to such claim. Further,
the land. the payment or tender of payinent of the full arnount of this
(b) Governmental rights of police power oreminenldomain unless policy by the Company shall terminate all Irablity of the
notice of the exercise of such rights appears in the public Company under this policy,
records at the date hereof; and the consequences of any law, d) Whenever the Company shall have settled a claim under this
ordinanceor governmental regulation inctuding,but not limited policy, all right of subrogation shall vest in the Company un-
to, building and zoning ordinances. affected by any act of the Insured, and it si,afl be subrogated to
(c) Any title or rights asserted by anyone including, but not limited and be entitled to all rights and remedies of the Insured against
to, persons, corporations, governments orother entities to tide- any person or property in respect to such claim The Insured, it
lands, or lands comprising the shores or beds of navigable or requested by the Company, shall transfer to the Company all
perennial rivers andstreams, lakes, bays, gulfs or oceans, orto rights and remedies against any person or property necessary
any land extending from the line of mean low tideto the fine of in order to perfect such right of subrogation, and shall permit
vegetation, or to lands beyond the line of theharbor or bulkhead the Company to usethe name of the Insured in any trancactior
lines as established or changed by any government, er to or litigation involving such rights or remedies.
filled-in lands, or artificial islands, or to riparian rights, or the 5 Policy Entire Contract
rights or Interests of theStateofTexasorthepubticgenerally in Any action, actions or rightso a that the Insured mayhave, or
the area extending from the line of mean lox r de to the tine of may bring, against the Company, ~ out of the status of the title
vegetation or their right of access thereto, or right of easement insured hereunder, must be based on theprovisions of thispoticy, and
along and across the same, all notices required to be given the Company, and any statement in
(d) Defects, tfens, encumbrances, adverse claims against the title writing required to be furnished the Company, shall include the
as Insured or other matters (1) created, suffered, assumed or number of this policy and shall be addressed to its corporate head-
agreedtobythelnsuredatthedateof this policy, or(2)known to quarters, 6630 West Broad Street, Richmond, Virginia 23230. Mailing
the lnsuredatthedate of this policy unless disclosure thereof In address, Post Office Box 27567, Richmond, Virginia 23261.
6. This policy is not transferable.
Policy 90 • Texas Form T - 1 Rev. ISB9 Owners Policy • Form prescribed by State Board of Insurance of Texas
Tic[
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Service available throughout the National Division, Branch and Agency
United States, Canada, Puerto Rico, offices and Approved Attorneys are
the Bahamas. and the U. S. Virgin located throughout the operating
Islands, ti territory.
,o o•.
Lawyers Title Insurance Corporation
Itome Office - Richmond, VIr(inix
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It~4~>`___---- it7l;fYSLdltlYtLlYi7f{- 'Q ZII7f13•~~L^itrTllYS~i`l_G417I~.tZL"iSI11LSt+YI1!
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A word of thanks ;I
to our Insured
As we make your policy a part of our permanent records, we want to express our
appreciation of this evidence of your faith in Lawyers Title Insurance Corporation.
There is no recurring premium.
This policy provides valuable title protection and we suggest you keep it in a safe
place where it will be readily avallable for future reference.
If you have any questions about the protection provided by this poficyorwish tocontact
us for any other reason, write to:
L LWrs 13de Insurance Orporatton
P. 0. Box 27567
Richmond, Virginlt 23261
MWIff
INDEPENDENT CONTRACTOR'S AGREEMENT
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON )
The City of Denton, Texas, a Municipal Home Rule City situated in
Denton County, Texas, hereinafter called "City", acting herein by and through
its City Manager, and Tafalla, Emmerich, and Gilfeather 5 Associates,
hereinafter called Contractor, hereby mutually agree as follows:
1. SERVICES TO BE PERFORMED: City hereby retains Contractor to
perform the hereinafter designated services and Contractor agrees to perform
the following services:
A. Provide the City with promotional examinations for fire and
police officers in accordance with the standards and
specifications of Article 1269M V.A.T.S. and other standard
testing requirements. Each examination test shall be
furnished in two copies, one a master copy ready for
duplication, and a second keyed copy with correct answer
options circled. Each question on the test will nave four
answer options and will be referenced to appropriate resource
material including page numbers.
B. Contractor will be given thirty (30) days notice before test
date of request for examination.
C. Appear as witness at any Civil Service test hearing at no
extra charge.
2. COMPENSATION TO BE PAID CONTRACTOR: City agrees to pay Contractor
for the services performed hereunder as follows:
A. Amount of Payment for Services:
Four Hundred and Fifty Dollars ($450.00) for each test
furnished to the City.
B. Dates of Payments:
Upon delivery of each test to the City.
3. SUPERVISION AND CONTROL BY CITY: It 13 mutually understood and
agreed by and between City and Contractor that Contractor is an Independent
Contractor and shall not be deemed to be or considered an employee of the City
of Denton, Texas for the purposes of income tax, withholding, social security
taxes, vacation or sick leave benefits, or any other City employee benefit.
The City shall not have supervision and control of Contractor or any employee
of Contractor, but it is expressly understood that G>ntractor shall perform
T"ALLA, FANERICH 6 GILFLATHER-CONTRAC1-PAGE ONE
the services hereunder at the direction of and to the satisfaction of the City
Manager of the City of Denton or his designee under this ,agreement.
4. SOURCE OF FUNDS: All payments to :b ntractor under this agreement
are to be paid by the City from funds appropriated by the City Council for
such purposes in the Budget of the City of Denton.
5. INSURANCE: Contractor shall provide at his own cost and expense
workmen's compensation insurance, liability insurance, and all other Insurance
necessary to protect Contractor in the operation of Contractor's business.
6. CANCELLATION: City reserves the right to cancel this Agreement at
any time by giving Contractor thirty (30) days written notice of its intention
to cancel this Agreement.
7. TERM OF CONTRACT: This Agreement shall commence on the 1st day of
February, 1983 and end on the 1st day of February, 1984.
EXECUTED this the _57--of. 1983.
CITY OF DENTON, TEXAS
C / r•
C. CARS AR NG, C T MAN GERM
ATTEST:
/2'Allf~s4-
CHARLOTTE ALLEN, CITY SECRETARY
CITY OF DUTON, TEXAS
APPROVED AS TO LEGAL FORM
C. J. TAYLOR, JR., CITY ATTORNEY
CITY OF D 'ON, TE S
BY: .*c
TAFAI.LA, EMMERICH 6 GILFEATHER
6 ASSOCIATE, CONTRACTOR ~
That Petty McKean, is hereby designated as the person to administer
the provision of this agreement.
DA'P~I~M- ITY NAG 4
r/
TAFALLA, 12WERICH 6 GILFEATHER-CONTRACT-PAGE TWO
0862P
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IJ-U MAR _2 8 RL-i
MISSOURI PAGIFIG RAILROAD GO,
24125 ALIHNE-WESTFIELD RD.
P.U. DRAWER 147
SPRING, Tr:XAS 77373
TEL. AREA CODE 715
A. W. REES, JR. G. R. LILLY
GENERAL MANAGER DISTRICT ENGMEER
B. E. KERLEE March 9, 1983 33076?0
ASSrSTANT GENERAL MANAGER J. D. HOPE
R. L. SHORT MECHANICAL SUPERINTENDENT
GENERAL SUAERINTENDENT 35A7650
O. E. KNGX
ASSISTLNT TO GENERAL MANAGER
LAND. LEASES ANOCONTRACTS
3SP7320
Mr. E. B. Tullos, P. E.
City of Denton, Texas
Municipal Building
Denton, Texas 76201
GLW- Wire Line: DENTON, TEXAS
City of Denton
MP 205.85
Dear Mr. Tullos:
Herewith the City's original of Wire Line License dated February 16,
1983, covering crossing of Railroad's right of way at Mile Post 205.85, En-
gineer's Chainage Station 10868+78 in Denton County, Texas, near Denton.
Yours very truly,
t
/drf
Attachment
~Iff
M1
R E S O L U T I O N
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS:
The Mayor is hereby authorized and directed to execute on
behalf of the City of Denton, Texas, a Wireline License
Agreement dated February 16, 1983, between the City of Denton
and the Missouri Pacific Railroad Company, relating to the
construction and maintenance of one aerial 13.2KV power line at
Mile Post 205.85, Engineer's Chainage, Station 10868+78, Denton
County, Texas.
PASSED AND APPROVED this the day of March, 1983.
I I ARD O. STEWA MAYOR
CIT OFD TON,TEXAS
ATTEST:
0
CHARLOTTE ALLEN, CITY SECRETARY
CITY OF DENTON, TEXAS
i APPROVED AS TO LEGAL FORM:
C.J. TAYLOR, JR., CITY ATTORNEY
CITY OF DENTON, TEXAS
BY: .
i
4 a~;Ma -
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r t 1 i'l .b G' ~+njy 'tW X, rTM' ~4 ~ s~ t ,icy l
IF
- -xeassa
THE STATE OF TEXAS, KNOW ALL 31EN BY THESE PRESENTS: I
COUNTY OF DENTON
THAT DEED RECOR09 10736
of I, DAVID M. NICHOLS , In consideration of the sum of
TEN AND NO/100 DOLLARS - - - - - - _ - - and other good and valuable consideration
in hand paid by CITY OF DENTON, TEXAS, receipt of which Is hereby acknowledged, do by
these presents grant, bargain, sell and convey unto to CITY OF DENTON, TEXAS ! the free
i~
and uninterrupted use, liberty and privilege of the passage in, along, upon and across the following
described property,
i'
owned by me . Situated in Denton County, Texas, in the
Survey, Abstract No. l
Being part of Lot One (1), Commercial Services Park Addition to the
City of Denton, Texas, according to the plat recorded in Cabinet "B", {
File 93, Plat Records, Denton County, Texas, and being a 16 foot wide
strip described as follows:
BEGINNING at the Northeast Corner of said Lot One;
THENCE. Southwesterly along the most easterly boundary of said ~i
Lot One and the T.P. and M.K.T. right of way a distance of 280 ~
feet to point for corner;
THENCE along a line at a right angle to said east boundary a
distance of 16 feet to a point for corner;
THENCE Northeasterly and 16 feet distance from said east boundary
line 280 feet, more or less, to the north boundary of said Lot One;
THENCE east a distance of 16 feet, more or less, to the place of
BEGINNING.
• II
I
It
tl 1rtlwE,
sold 4preperly
For the purpose of construction, maintenance and inspection of utility lines
in, along, upon and
across said premises, with the right and privilege at all times of the grantee herein, his or Its agents,
employees, workmen and representatives having ingress, egress, and regress In, along upon and across
said premises for the purposo of making additions to, improvements on and repairs to the said
any f.
the said CITY OF DENTON, TEXAS, as aforeoaid for
the pu oreaaid the p es above described.
Witness my hand , this the 25th daY of Mar A✓ 19 3 .
1 '
VID M. eeNICHOLS
VOL-- XP+LQf211
M -
SINGLE ACKNOWLEDGMENT VOC12flA fr a,lEp
THE STATE OF TEXAS, l BEFORE ME, the undersigned authority,
COUNTY OF----D£NTGN--___------------
in and for said County, Texas, on this day personally appeared _
- - - - - -
known to me to be the person .-.-...whose name 1S-__ subscribed to the foregoing instrument, and acknowledged to me
that he executed the game for the purposes and consideration therein e~cpressed.
C 1D SEAL OF OFFICE,(I' s.- . } day of J iA[Y~ A.D 19 3
- - -
Notary' Pu iic, _.JJBI1t011---- .....County, Texas
My Commission Expires June 1, 19
JOINT ACKNOWLEDGMENT r
THE STATE OF TEXAS, BEFORE ME, the undersigned authority,
COUNTY OF _ _ - .
in and for said County, Texas, on this day personally appeared
- - - and - - - - - - -
W5 wile, both known to n:e to be the persons whose names are subscribed to the foregoing instrument, and acknowledged
to me that they each executed the same for the purposes and consideration therein expressed, and the said
wife of the said having been
examined by r:e priviIy and apart from her husband, and having the same fully cxolaiaed to her, she, the said
- acknowledged such instrument to be her act and deed
and she declared that she had willingly signed the same for the purposes and consideration therein expressed, and that
she did not wish to retract I.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This day of...______........ _ , A.D. 19...._
(L.S.)
Notary Pablic, County, Texas
My Commission Expires June 1, 19 _
WIFE'S SEPARATE ACKNOWLEDGMENT
THE STATE OF TEXAS, ~ BEFORE ME, the undersigned authority,
COUNTY OF.
in and for said County, Texas, on this day personally appeared
_ , wife of
known to me to be the peg son whose name is subscribed to the foregoing instrument, and having been examined by me privily
and apart from her husband, and having the same fully explained to her, she, the said
acknowledged such instrument to be her act and deed, and
he declared that she had willingly signed the same for the purposes and consideration therein expressed, and that she did
7~ot wish to retract it. -
GIVEN UNDER MY HAND AND SEAL OF OFFICE,This....... _ ...................day of.................. _ , A.D. 19...........
(L.SJ _
Nctary Public, ...................................................County, Texan
My Commission Expires June 1, 19
CLERK'S CERTIFICATE L t1F TWS COUNTY OF DEN14rt
THE STATE OF TEXASCOUNTY CLERK, Denton County, Texas
6.6
, r,----- I hereby certifylhatthfa-Ioslwmentwas'fil County
COUNTY OF..................... es'Qeand time stamped hereon by me and was du i
Cl•,rk of the County Court of said County, du hereby certify thp.t theo~di (416EiUAYQderelSfahotitlg son the
e n untr, Ten eAs s~
day of A. D. 19........., with its CertiflcIUUt~~e po ^u ~N~i4i~'qcMVA,bK-rd filed for
1dttR_3.W'o~_..... M., and duly
record in my office on #he...__ .............day ol_......._....._..................._........... A01dy Co
recorded this .................._day of_....._._._................. clock M., in the
................................-.._...._......_.._........._...-..........................Records o! said 1 ..~WITNESS MY HAND AND SEAL OF THE COUNTY COURT of saat office
, the day and year ]sit above wrWORly CLERK Donlon Cmft Tom
_
County Clerk County, Texas.
(L. S.) By_.. , Deputy.
p `Q I gay
€ i i 1 e
z K
a ' E 1933 I! 9th I I1
v H A Gv :1 AT ${'I Ft w o .
r W M M
'I
IPIRST,60U WEdt C01NIPANY
INVESTMENT BANKERS n7 1 1983
MERCANTILE DALLAS BUILDING
DALLAS, TEXAS 75201
FRANK J. MEDANICH Ma,-ch 30, 1983 12141 742.6461
SENIOR VID[ PRESIDENT
Mrs. Charlotte Allen
City Secretary
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Re: $497429000 City of Denton, Te:cas General Obligation Bonds,
Series 1983
Dear Charlotte:
In connection with the above, the bond attorneys tell me that you need to
sign, date and return six copies of the enclosed. It seems that for some
reason you were not present at the meeting referred to on December 14,
1992.
Thanks very much.
Sin y s,
Frank J. Medanich
FJP1. ;p
Enclosure
ACKNOWLEDGMENT OF NOTICE OF SPECIAL MEETING
FOR ABSENTEES
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
Each of the undersigned officers or members of the City
Council of said City hereby acknowledges and certifies that he
or she was duly and sufficiently notified officially and
personally, in advance, of the time, place, and purpose of the
Special Meeting of said City Council which was held at the City
Hall of said City on December 14, 1982, and that an
ORDINANCE CANVASSING ELECTION RETURNS
would be introduced and considered for passage at said Special
Meeting, and that he or she consented, in advance, to the
holding of said Special Meeting for such purpose.
SIGNED the c,,2ay of March, 1983.
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CITY OF DENTON
MUNICIPAL S,UILDI,NG DENTON, TEXAS
NUMBER-- DATE' 19
NAME'-
ADDRESS _
SERVICE
AODRESS _
UTILITY DEPOSIT CORP. PERMITS LOOP TAP
Elect Water San. COURT Build. Plumb. Elea Water Sewer
/0_~ F
cj
KEEP t ECE:P'r FovA, OF FAYMENT AND DEPOSIT
R.FU 1i~l
P
a
375;78
FORM 14.7 REG YED BY ❑
l ,
1 1; FOAM S061 12/81
STATE OF TEXAS 1
( KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS I
The undersigned, acting by and in behalf of Lone Star Gas Company, does
certify and state that receipts of the Lone Star Gas Company from business done in
the City of Denton, Texas
forthe calendar year 1982 were as follows:
Residential and Commercial Receipts - $10,089,939.20
The undersigned certifies that the above information is true and correct,
to the best of his knowledge and balief.
Witness the execution hen~of this s-2-6 day of March
19 83
Manager, Customer Accounting ec 'on
Sworn and subscribed to before me, a Notary Public in and for Dallas
County, Texas
of Public in and or
Dallas County, Texas
r
: ?ifs
MA R 3 f 1983
G ~~Yl
IN THE MATTER OF
CITY OF DENTON
CHARLOTTE ALLEN
THE STATE OF-TEXAS Roy Appleton, Jr.
County of Denlon - -
being duly sworn, says he is the General Manager of the Denton Record - Chronicle, a
newspaper of gereral circulation which has been continuously and regularly published
for a period of not less than one year in.the County of Denton, Texas, preceding the date
of the attached notice, and that the said notice was published in said paper on the follow-
ing dates:
PUBLIC NOTICE OF A PUBLIC TEST OF ELECTRONIC TABULATING EQUIP
31 lines $12.40 Endrish & Spanish v rsion
MARCH 279 1983
I
Subscribed and sworn to before me this 27 day of _ March 83
Witness my hand and official seal.
Notary Public, Denton County, Texas
HERE PASTE THE NOTICE BY File No.
PUBLICATION CUT FROM PAPER -
IN THE MATTER OF THE
PUBL C N TICE
ouWk ks of el0 jrpnk
libWafirio ul ierd to bq
1.•t lot uls" bsllots for
the Agri! 2, tfpc Munkip~t AFFIDAVIT OF PUBLISHER TO
Electiob to be~eId In the
IncorporaW C.4V of Denton; PUBLICATION OF LEGAL NOTICE
Mill pe h1W WI; March 41,
1q et at i o6 pm. at the
bEmoh Cau~}v Clerk's Calice
m' tfM-,!lest 00or ot` the
iopap$' k, Carloll Courts Filed the -dav
Building, 101 West Hickory
'heat, Demon, Texas.
NOTICIAPUBLICA . ~QT
Uni. prpeba putlica de el
lquSpo labuladoi electronico
tl sual va a see usado Piet
Tabular Its bollfas plea la
Elecclon de' Municlpel';g
1kprll'et d1li 2 de 1983, del
Ciudad lncorporido de Met-
ton, se lievars de scavo as
iia ll,di martid 19a3,.blas
l:0 de it torch an to otkln6
k Is slftetarla del condado
}e
!e wCoen'ttjfrlra,Pisa
laorte Joieph k car-
West Hkkoryyttreat
It wat Deputy
tills
IN THE MATTER OF
CITY OF DENTON
CHARLOTTE ALLEN
THE STATE OFTEYAS Roy Appleton, Jr.
County e( Denton
being duly sworn, says he is the General Mana ;er of the Denton Record - Chronicle, a
newspaper of general circulation which has been continuously and regularly published
for a period of not less than one year in.the County of Denton, Texas, preceding the date
of the attached notice, and that the said notice was published in said paper on the follow-
ing dates:
School of instruction for election officers
9 lines $3.60 MARCH 249 1983
Subscribed and sworn to before me this 24 day of _ Ma r c h .19 83
Witness my hand and official sea .
Notary Public, Denton County, Texas
• I
HERE PASTE THE NOTICE BY File Noo.
PUBLICATION CUT FROM PAPER
IN THE MATTER OFTHE
PWfS1..
Ashuction~fbf '
EI ONkers will be het0
141 On AAok*, March tl. 1941%
h a W !the Muniicim AFFIDAVIT OF PUBLISHER TO
EMlc~tidn JodW, w If co~Ju PUBLICATION OF LEGAL NOTICE
this lmfnKw en the P*
chcaud WIN nw"W. -
Filed the day
.19
ADeputy
I
CERTIFICATE OF SECRF'ARY
THE STATE OF TEXAS §
g
COUNTY OF DENTON §
I, the undersigned, City Secretary of the City of
Denton, Texas, DO HEREBY CERTIFY that according to the
records of the City of Denton, of which I am custodian,
that:
1. The attached Resolution is a true and correct copy
of a resolution adopted by the governing body of
the City of Denton at a regular meeting on the
15th day of March, 1983.
2. Nt such meeting:
(a) a quortun of governing bony was present on
said date of adoption, in that ~o members
of said governing body were in attendance at
such. meeting when the question of the
adop-don of the resolution was called for and
placed to a vote; and
(b) members of said governing body voted
for the adoption of such resolution and O
members of said governing body voted against
its adoption and 4 members abstained from
voting; and
(c) the said Resolution was adopted only after a
motion was made that the same be adopted and
the seconding of such motion; and
3. Prior to such meeting:
(a) notice of the time, place, subject and
purpose of the meeting has been duly given in
the time, form and manner required by the
provisions of Section 3A, Article 6252-17,
V.A.T.C.S.
(b) actual notice of the time, place, subject and
purpose of the meeting had been given to each
member of the governing body of the City; and
4. The officers and members of the governing body of
the City of Denton of the time of the passage of
such resolution were:
RICHARD O. STEWART MAYOR
MARK CHEW §
JACK BARTON §
CHARLES HCPKINS § COUNCILMEMBERS
DR. RAY STEPHENS §
JIM RIDDLESPENGER §
JOE ALFORD §
.TO CERTIFY WHICH, witness my official signature and the
Seal of the City of Denton, this the ,,g,~ day of March,
1983.
CHARLOTTE ALLEN, City Secretary
CITY OF DENTON, TEXAS
[SEAL]
2
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► CERTIFICATE FOR
ORDINANCE AUTHORIZING 'IHF. ISSUANCE OF GFIERAL OBLIGATION BONDS
711E STATE OF TEXAS
COUNTY OF DENICN
CITY OF DENTGN
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in
SPECIAL NOTING ON THE 22ND DAY OF MARCH► 1983,
at the Municipal Building (City Hall), and the roll was called of the duly
constituted officers and members of said City Council, to-wit:
Charlotte Allen, City Secretary Richard 0. Stewart, Mayor
Mark R. Chew Dr. A. Ray Stephens, Maypr Pro Tam
Jack Barton Jim Riddlesperger
Charles Hopkins Joe G. Alford
and all of said persons were present, except the following absentees:
Novel , thus constituting a quoruu.
eupon► among other mess-,-Tit efolfowuig was transacted at said Meeting:
a written
OFOIINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS
was duly introduced for the consideration of said City Council and duly read.
It was then duly moved and seconded that said Ordinance be passed; and, after
due discussion, said motion, carrying with it the passage of said Ordinance,
prevailed and carried by the following vote:
AYES: All members of said City Council
shown present above voted "Aye".
NOES: None.
2. That a true, full, and correct copy of the aforesaid Ordinance passed
at the Meeting described in the above and foregoing paragraph is attached to
and follows this Certificate; that said Ordina[xee has been duly recorded in
said City Council's minutes of said Meeting; that the above and foregoing
paragraph is a true, full, and correct excerpt from said City Council's
minutes of said Meeting pertaining to the passage of said Ordinance; that the
persons named in the above and foregoing paragraph are the duly chosen,'
qualified, and acting effLmr3 and members of :;aid City Council as indicated
therein; that each of the officers aril members of said City Council was duly ~
and sufficiently noti.firA officially and personally, in advance, of the time,
place, and purpose of the aforesaid Meeting, anxi that said Ordinance %vald be
introduced and considered :or passage at said Meeting; and that said Meeting
was open to the public, and public notice of the time, place, and purpose of
said meeting was given, all as required by Verran's Ann. Civ. St. Article
6252-17.
3. That the Mayor of said City has approved, and hereby approves, the
aforesaid Ordinance; that the Mayor and the City Secretary of said City have
duly signed said Ordinance; and that the Mayor and the City Secretary of said
City hP.xeby declare that their signing of this Certificate shall constitute
the signing of the attached W following copy of said Ordic,anoe for all
purposes.
SIGN'FD AND SEATM the 22nd day of March, 1983.
City secretary Mayor
(.3Gf1~J) - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
We, tine undersigned, being respectively the City Attorney and the Bond
Attorneys of the City of Denton, Texas, hereby certify that we prepared and
approved as to legality the attached and following Ordinance rior to its
passage as aforesaid.
,C ty tto l
4 ~/~.l+ 1
Borax Attorneys
ORDINANCE NO. 83-
ORDINANCE AUTHORIZ117G THE ISSUANCE OF GENERAL OBLIGATION BONDS
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON :
WHEREAS, the bonds hereinafter authorized were lawfully
and favorably voted at an election duly held in said City on
DECEMBER 11, 1932; and
WHEREAS, it is necessary and advisable to authorize,
issue, and deliver said bonds; and
WHEREAS, the bonds hereinafter authorized and designated
were voted and are to be issued, sold, and delivered pursuant
to Vernon's Ann. Tex. Civ. St. Articles 823 and 1175, and the
City's Home Rule Charter.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
Section 1. That the City's negitiable, serial, coupon
bonds are hereby authorized to be issued, sold, and delivered
in the aggregate principal amount of $4,742,000, for the
purpose of the acquisition of property and making improvements
for public purposes in said City, to-wit: providing $3,282,000
FOR DRAINAGE IMPROVEMENTS; providing $900,000 FOR RIGHT OF WAY
ACQUISITION AND RECONSTRUCTION OF UNIVERSITY DRIVE; providing
$450,000 FOR THE CONSTRUCTION OF A NEW FIRE SUBSTATION; and
providing $110,000 FOR ADDITIONAL TRAFFIC CONTROL SIGNALS.
Section 2. That said bonds shall be designated as the:
"CITY OF DENTON GENERAL OBLIGATION BONDS, SERIES 1983".
Section 3. That said bonds shall be dated MARCH 15, 1983,
shall be in the denomination of $5,000 each, shall be numbered
consecutively from one upward, and shall mature serially on the
maturity date, in each of the years, and in the amounts,
respectively, as set forth in the following schedule:
MATURITY DATE: MARCH 15
YEARS AMOUNTS YEARS AMOUNTS
1984 $217,000 1994 $250,000
1985 225,000 1995 250,000
1986 225,000 1996 250,000
1987 225,000 1997 250,000
1988 225,000 1998 250,000
1989 225,000 1999 250,000
1990 225,000 2000 250,000
1991 225,000 2001 250,000
1992 225,000 2002 25n,000
1993 225,000 2003 250,000
Section 4. That the bonds scheduled to mature during the
years, respectively, set forth below shall bear interest at the
following rates per annum:
maturities 1984, la-6o % maturities 1994, .6o%
maturities 1985, 101.00% maturities 1995,
p.go$
maturities 1986, 10.00 % maturities 19960
maturities 1987, La o0 8 maturities 1997, q.oo $
maturities 19880, o•uv% maturities 1998, =8
maturities 1989, r.vv% maturities 1999, _ s$
9'$
maturities 1990, 7.7% maturities 2000?
maturities 1991, oo maturities 2001, 1444
maturities 1992, c,$ maturities 2002, ~.JO-
maturities 1993, F-yo I maturities 1003, q•~'~
Said interest shall be evidenced by interest coupons which
shall appertain to said bonds, and which shall be payable in
the manner provided and on the dates stated in the FORM OF BOND
set forth in this ordinance.
Section 5. That said bond=s and interest coupons shall be
issued, shall be payable, may be redeemed prior to their
scheduled maturities, shall have the characteristics, and shall
be signed and executed (and said bonds shall be sealed), all as
provided, and in the manner indicated, in the FORM OF BOND set
forth in this Ordinance.
Section 6. That the form of said bonds, including the
form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas to be printed and endorsed on
each of said bonds, and the form of the aforesaid interest
coupons which shall appertain and be attached initially to each
of said bonds, shall be, respectively, substantially as fol-
lows:
FORM OF BOND:
NO. $5,000
UNITED S'K'ATES OF AMERICA
STATE OF TEXAS
COU13TY OF DENTON
CITY OF DENTON
GENERAL OBLIGATION BOND
SERIES 1983
ON MARCH 15, , THE CITY OF DENTON, in Denton County,
Texas, hereby promises to pay to bearer hereof the principal
amount of
FINE THOUSAND DOLLARS
and to pay interest thereon, from date hereof, at the rate of
% per annum, evidenced by interest coupons payable MARCH
_,73984, and semiannually thereafter while this bond is
outstanding.
THE PRINCIPAL of this bond and the interest coupons
appertaining hereto shall be payable to bearer, in lawful money
of the United States of America, without exchange or collection
charges to the bearer, upon presentation and surrender of this
bond or proper interest coupon, at the following, which shall
constitute and be defined as the "Paying Agent", for this
Series of bonds:
TEXAS AMERICAN BANK FORT WORTH, N.A., FORT WORTH TEXAS,
OR, AT THE OPTION OF THE BEARER, AT
FIRST STATE BANK OF DENTON, DENTON, TEXAS.
THIS BOND is one of a Series dated as of MARCH 15, 1983,
authorized, issued, and delivered in the principal amount of
$4,742,000 for the purpose of the acquisition of property and
d,aking improvements for public purposes in said City, to-wits
providing $3,282,000 FOR DRAINAGE IMPROVEMENTS; providing
$9000000 FOR RIGHT OF WAY ACQUISITION AND RECONSTRUCTION OF
UNIVERSITY DRIVEL providing $4500,000 FOR THF. CONSTRUCTION OF A
NEW FIRE SUBSTATION, and providing $110,000 FOR ADDITIONAL
TRAFFIC CONTROL SIGNALS.
ON MARCH 150 1993,
or on any interest payment date thereafter, any outstanding
bonds of this Series may be redeemed Frior to their scheduled
maturities, at the option of maid Citl, in whole, or in part,
for the principal amount thereof and accrued interest thereon
to the date fixed for :redemption. At least thirty days prior
2
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to the date fixed for any such redemption said City shall cause
a written notice of such redemption to be published at least
once in a financial publication published in the City of New
York, New York. By the date fixed for any such redemption due
provision shall be made with the "Paying Agent" for the payment
of the principal amount of the bonds which are to be so re-
deemed and accrued interest thereon to the date fixed for
redemption. If such written notice of redemption is published
and if due provision for such payment is made, all as provided
above, the bonds which are to be so redeemed thereby automati-
cally shall be redeemed prior to their scheduled maturities,
and they shall not bear interest after the date fixed for
redemption, and they shall not be regarded as being outstanding
except for the right of the bearer to receive the redemption
price from the "Paying Agent" out of the funds provided for
such payment.
IT IS HEREBY certified, recited, and covenanted that this
bond has been duly and validly voted, authorized, issued, and
delivered; that all acts, conditions, and things required or
proper to be performed, exist, and be done precedent to or in
the voting, authorization, issuance, and delivery of this bond
have been performed, existed, and been done in accordance with
law; that this bond is a general obligation of said City,
issued on the full faith and credit thereof; and that annual ad
valorem taxes sufficient to provide for the payment of the
interest on and principal of this bond, as such interest comes
due and such principal matures, have been levied and ordered to
be levied against all taxable property in said City, and have
been pledged irrevocably for such payment, within the limit
prescribed by law.
IN WITNESS WHEREOF, this bond and the interest coupons
appertaining hereto have been signed with the facsimile signa-
ture of the Mayor of said City and countersigned with the
facsimile signature of the City Secretary of said City, and the
official seal of said City has been duly impressed, or placed
in facsimile, on this bond.
xxxxxxxx xxxxxxxx
City Secretary, City o Denton Mayor, City o Denton
FORM OF REGISTRATION CERTIFICATE:
COMPTROLLER' REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this bond has been examined, certi-
fied as to validity, and arproved by the Attorney General of
the State of Texas, and that this bond has been registered by
the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
xxxxXxxx
Comptroller o Public Accounts
of the State of Texas.
FORM OF INTEREST COUPON:
NO. $
ON 15, ,
THE CITY OF DENTON, in Denton County, Texas, promises to
pay to bearer the amount shown on this interest coupon, in
lawful money of the United States of America, without exchange
or collection charges to the bearer, unless due provision has
been made for the redemption prior to scheduled maturity of the
bond to which this interest coupon appertains, upon presenta-
tion and surrender of this interest coupon, at
3
1
TEXAS AMERICAN BANK FORT WORTH, N.A., FORT WORTH, TEXAS,
OR, AT THE OPTION OF THE BEARER, AT
FIRST STATE BANK OF DENTON, DENTON, TEXAS,
said amount being interest coming due that day on the band,
bearing the number hereinafter designated, of that issue of
CITY OF DENTON GENERAL OBLIGATION BONDS, SERIES 1983, DATED
MARCH 15, 1983. Bond No.
xxxxxxxx xxxxxxxx
City Secretary Mayor
Section 7. That a epecial "Interest and Sinking Fund" is
hereby created solely for the benefit of said bonds, and said
Interest and Sinking Fund shall be established and maintained
by said City at an official depository bank of said City. Said
Interest and Sinking Fund shall be kept separate and apart from
all other funds and accounts of said City, and shall be used
only for paying the interest on and principal of said bonds.
All ad valorem taxes levied and collected for and on account of
said bonds shall be deposited, as collected, to the credit of
said Interest and Sinking Fund. During each year while any of
said bonds or interest coupons appertaining thereto are out-
standing and unpaid, the governing body of said City shall
compute and ascertain a rate and amount of ad valorem tax which
will be sufficient to raise and produce the money required to
pay the interest on said bands as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the
principal of such bonds as such principal matures (but never
less than 2% of the original principal amount of said bonds as
a sinking fund each year); and said tax shall be based on the
latest approved tax rolls of said City, with full allowance
being made for tax delinquencies and the cost of tax collec-
tion. Said rate and amount of ad valorem tax is hereby levied,
and is hereby ordered to be levied, against all taxable proper-
ty in said City for each year while any of said bonds or
interest coupons appertaining thereto are outstanding and
unpaid] and said tax shall be assessed and collected each such
year and deposited to the credit of the aforesaid Interest and
Sinking Fund. Said ad valorem taxes sufficient to provide for
the payment of the interest on and principal of said bonds, as
such interest comes due and such principal matures, are hereby
pledged irrevocably for such payment, within the limit pre-
scribed by law.
Section 8. That the Mayor of said City is hereby author-
ized to have control of said bonds and all necessary records
and proceedings pertaining to said bonds pending their delivery
and their investigation, examination, and approval by the
Attorney General of the State of Texas, and their registration
by the Comptroller of Public Accounts of the State of Texas.
Upon registration of said bonds, said Comptroller of Public
Accounts (or a deputy designated to writing to act for said
Comptroller) shall manually sign the Comptroller's Registration
Certificate printed and endorsed on each of said bonds, and the
seal of said Comptroller shall be impressed, or placed in
facsimile, on each of said bonds.
Section 9. That the City covenants to and with the
purchasers of the bonds that it will make no use of the
proceeds of the bonds at any time throughout the term of this
issue of bonds which, if such use had been reasonably expected
on the date of delivery of the bonds to and payment for the
bonds by the purchasers, would have caused the bonds to be
arbitrage bonds within the meaning of Section 103(c) of the
Internal Revenue Code of 1954, as amended, or any regulations
or rulings pertaining theretot and by this covenant the City Is
obligated to comply with the requirements of the aforesaid
Section 103(c) and all applicable and pertinent Department of
the Treasury regulations relating to arbitrage bonds. The City
further covenants that the proceeds of the bonds will not
4
otherwise be used directly or indirectly so as to cause all or
any part of the bonds to be or become arbitrage bonds within
the meaning of the aforesaid Section 103(c), or any regulations
or rulings pertaining thereto.
Section 10. That it is hereby officially found and
determined: that a case of emergency or urgent public neces-
sity exists which requires the holding of the meeting at which
this ordinance is passed, such emergency or urgent public
necessity being that the proceeds from the sale of said bonds
are required as soon as possible and without delay for neces-
sary and urgently needed public improvements; and that said
meeting was open to the public, and public notice of the time,
place, and purpose of said meeting was given, all as required
by Vernon's Ann. Civ. St. Article 6252-17.
Section 11. That said bonds are hereby sold and shall be
delivered to iPdPua~cd.~"e- .is ~
for cash for the par value t ereo an accrue interest there-on
to date of delivery, plus a premium of $ -o - It is hereby
officially found, determined, and declare that said bonds have
been sold at public sale to the bidder offering the lowest
interest cost, after receiving sealed bids pursuant to an
official Notice of Sale and Official Statement dated March 4,
1983, prepared and distributed in connection with the sale of
said bonds. Said Official Notice of Sale and Official State-
ment, and any addenda, supplement, or amendment thereto have
been and are hereby approved by the City Council, and their use
in the reoffering of the bonds by the purchasers is hereby
approved. It is further officially found, determined, and
declared that the statements and representations contained in
said Official Notice of Sale and Official Statement are true
and correct in all material respects, to the best knowledge and
belief of the City Council.
5
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LA'N OFFICES
MCCALL, PARKHURST & HORTON
HO99T N. MSC*LL 1400 MERCANTILE BANK BUILDING
PAUL ■ NORTON
PETER M, TART DALLAS, TEXAS 75201
-
ROY M POINSLTT JOHN O- MLCALL Gast -19 St)
RICHARD C. PORTER MILLARD PARKHURST (1905-19731
ANGELO P. PARKER AP[A COO[ 214 749.9501
0 CHARLES 14090I84 CLAREN[[ CROW[ (1903-1962)
KENNETH E. ILTt
J. KICH06SON MEINOL
JOHN W. RUSOTTOM
JEffRET A. L[USC'+EL
THOMAS K. SPURGL: N
1. L 9R1220 LA RA, m
March 2?, 1983
Honorable Mayor and Council of
the C' 4.ty of Denton
Denton, Texas
Centlemen:
City of Denton General Obligation
Bonds, Series 1983, $4,742,000
In co.npliance with Section 9.02 and Section 9.04 of the
City Charter of the City of Denton, you are advised that the
bids for the captioned issue of bonds have been tabulated and
that we find that the bid of a syndicate managed or headed by
the following:
~PEOs.deitBj~NK Z,4-e-/1s
wit the bonds to tear Interest at the rates therein specified,
with such bidder to pay par and accrued interest to date of
delivery for said bond;, plus a premium of $ -0- , is the
lowest and best bid received, and we recommend that it be
accepted.
We further certify that we have examined tho ordinance
presently placed before the Mayor and Council for the purpose
of authorizing the issuance of said bonds, and, in our opinion,
the said proposed bond ordinance is legal, and the bonds to be
issued thereunder will be general obligations of the City
payable from ad valorem taxes levied against all taxable
property in the City, and pledged irrevocably for such payment,
within the limit prescribed by law.
Respectfully,
MCCALL, PARKHURST & HORTON
~`io«..eLJ
Thomas K. Spurgeon
OFFICIAL BID FORM
Honorable Mayor and City Council March 22 1983
City of Denton
Denton, Texas
Gentlemen:
Reference is made to your Official Statement and Notice of Sale and Bidding instructions, dated
March 4, 1983, of $4,742,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 1983, both
of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and
Official Statement, we will pay you par and accrued interest from date of issue to date of
delivery to us, plus a cash premium of S - r~ - for Bonds maturing and bearing interest
as follows:
Interest Interest Interest
Maturity Rate Maturity Rate Maturity_ Rate
3-15-1984 16 JG % 3-15-1991 % 3-15-1997 V. c
3-15-1985 16-00% 3-15-1992 X/-LX4% 3.15.1998 q-1 %
3-15-1986 /0.ro% 3-15-1993 J.'10 % 3-15-1999 25%
3-15-1987 U~ ,0 0% 3-15-1994 610 % 3-15-2000 ;~,5%
3-15-1988 &10 % 3-15-1995 c~. 75% 3-15-2001 ~!5 %
c.
3-15-1989 VO% 3-15-1996 % 3-15-2002 L 5%
3-15-1990% 3-15-2003 e"
Our calculation (which is not a part of this bid) of the /Interest cost from the above is:
Total Interest Ccst $o`~•D
Less Premium V 0
NET INTEREST COST 5A16 C2 , F25, ai~
EFFECTIVE INTEREST PATE % g~
We are having the Bonds insured by
Cashier' a Check of the RepublicBank Dallas Bank, Dallas, Texas ,
in the amount of 94,840.00, which represents our Good Faith Deposit (is attached hereto or
(has r'Ben -mftde-aw#!able 4e-yea-~br-le-~i+e-opeMng~f-this-bld}, and is submitted in
accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions. Austin
We agree to accept delivery of and make payment for the Bonds atRepublicBank ~aTan"it
Austin, Texas, not later than 10:00 AM, CST, on April 26, 1983, or thereafter on the date the
Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and
Bidding Instructions.
Respectfully submitted,
RepublicBank Dallas N. A.
era
By
Authorized Re ve
ACCEPiANCE CLkflie P. Parriah, Vice President
The above and foregoing bid is hereby in all things accepted by the Cit of Denton, T was, this
the 22nd day of March, 1983.
J
ayo
ATTE V76"-7 City a ret y
f##fff
Return of Good Faith Deposit is hereby acknowledged:
By
OFFICIAL BID FORM
donorable Mayor and City Council Narch 22, 1983
City of Denton
Dentov, Texas
Gentlemen:
Reference is made to your Official StatemE,. and Notice of Sale and Bidding Instructions, dated
March 4, 1983, of $3,742,000 CITY OF DENTON, TEXAS GENERAL 06LIGATIOI BONDS, SERIES 1983, both
of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and
Official Statement, we will pay you par and accrued interest from date of issue to date of
delivery to us, plus a cash premium of $ -0- for Bonds maturing and bearing interest
as follows:
Interest Interest Interest
Maturity Rate Maturity Rate Maturity Rate
3-15-1994 10.50 9 3-15-1991 8-&Q___% 3-15-1997 4.00 %
3-15-1985 10.50 % 3-15-1992 8_j Q_% 3-15-1998 4..5__%
3-15-1986 T 0.50 % 3-15-1993 3-15-1999 9,30_.%
3-15-1987 10.50 % 3-15-1994 8.50 % 3-15-2000 9.3.
3-15-1988 10.50 % 3-15-1995 $,ID % 3-15-2001 4.40 %
3-15-1989 10.50 % 3-15-1996 8.85 % 3-15-2002 9.00 %
3-15-1990 7.75 % 3-15-2003
Our calculation (which Is not a part of this bid) of the interest cost from the above is:
Total Interest Cost $ 4.625.647. ~ 1U
Less Premium -0-
NET INTEKEST COST $4.625,647.50
EFFECTIVE INTEREST RATE 9.049137 %
We are having the Bonds insured by
Check of the First City oval Bank, Pistin Tx._,
in the amount of 94,840.00, which represents our Good Faith Oeposit ( or
(nas been made available to you prior to the opening of this bid), a"' ns su Me in
accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of and make payment for the Bonds at First City-Nat . Bank,
Austin, Texas, not later than 1D:00 AM, CST, on April 26, 1983, or thereafter on the date the
Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and
Bidding Instructions.
Respectfully submitted,
rtnde nnd, Ne , us 5 Co.. Inc. --MGR.
(SEE ATTACHED LIST FOR ACCCUNT MEMBERS)
- - BY
Authorized Representative
ACCEPTANCE CLAUSE Walter Schleyer
The above and foregoing bid is hereby in all things accepted by the City of Denton, Texas, this
tt,e 22nd day of March, 1983.
~'ayor
ATTEST:
City cretary
Return of Good Faith Deposit is hereby acknowledged:
By
$4,742,000 CITY OP DENTON, TEXAS
General Obligation Bonds, Series 1983
Sellingr Tuesday. !larch 22, 1983
RepublicBank Dallas N.A., Manager
Texas American Bank, Fort Worth
i►-r~beut~= 9hselwF #~r~i~aw=~
The Northern Trust Company
Shei.rson/American Express Inc.
Kidier, Peabody d Co., Incorporated
Greer Moreland Fosdick Shepherd, Inc.
Westcap Securities Corp
IN ASSOCIATION WITH
rkrrill Lynch White Weld Capital Markets Group, its Mgr.
B3yth-tNrstma-Faim-Wobbsr; Joint'Tf&War-'
L.-ga--Roth=bild: Onterberrv-low-bin- Joint -Managar_
Jahn-lhwaec S'Cb-, Inco A d~-J6int-Manager-
Yppler, Guerin 6 Turners Inc.
OFFICIAL BID FORM
Honorable Mayor and City Council March 22, 1983
City of Denton
Denton, Texas
Gentlemen:
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated
March 4, 1983, of 54,742,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 1983, both
of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and
Official Statement, we will pay you par ad accrued interest from date of issue to date of
delivery to us, plus a cash premium of $ -i1- for Bonds maturing and bearing interest
as follows:
Interest Interest Interest
Maturity Rate Maturity Rate Maturity Rate
3-15-1984 10.50% 3-15-1991 $.QO % 3-15-1997 9.1n X
3-15-1985 10.50% 3-15-1992 8,2.Q_X 3-15-1998 9.2n %
3.15.190., 4^ 3-15-1993 8,_4Q L% 3-15-1999 9_,?~%
3-15-1987 10.50% 3-15-1994 8.60 % 3-15-2000 2,1,C L_%
3-15-1938 10.50% 3-,: 1995 &-U-% 3-15-2001 9,_._%
3-15-1989 7.50 % 3-15-1996 ~LnfL% 3-15-2002 4,,2_%
3-15-1930 7.70 % 3-15-2D03 4.25 %
Our calculation (which is not a part of this bid) of the interest cost from the above is:
Total Interest Cost S 4, 12.8fi0.WL_
Less Premium
NET INTEREST COST S 4,612,860,00
EFFECTIVE INTEREST RATE 4.024121 %
We are having the Bond: insured by
Cashiers Check of the First City National Bank, Austin
in the amount of 940.00, which represents our Good Faith Deposit {Axxdt~x718dcNa4sa or
(has been made available to you prior to the opening of this bid), and is submitted in
accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of and make payment for the Bonds at First City Natlilank,
Austin, Texas, not later than 10:00 AM, CST, on April 26, 1983, or thereafter on the date the
Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sal, and
Bidding Instructions.
Respectfully submitted,
see attached
By~_ _
Authorized Representative
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things acceated by the City of Denton, Texas, this,
the 22nd day of March, 1983.
---Xayo~
ATTEST:
City Secretary
Return of Good Faith Deposit is hereby acknowledged:
By
. •
$4,742,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 1983
Respectfully submitted,
C&C Southwest.
First City National Bank Houston
A.G. Becker
BancTexas Dallas
Capital Bank Houston
E.F. Hutton
First Southwest Company
Rota i Mosle
OFFICIAL BID FORM
Honorable Mayor and City Council tiarch 22, 1983
City of Denton
Denton, Texas
Gentlemen:
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated
March 4, 19E3, of 34,742,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 1983, both
of which constitute a part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and
Official Statement, we will pay you par apd rued interest from date of issue to date of
delivery to us, plus a cash premium of S 11 ` N for Bonds maturing and bearing interest
as follows:
Interest Inr--. Interest
Maturity Rate Maturity _ Maturity Rate
3-15-1984 8.50% 3-15-I99I 20% 3-15-I997 9.30 %
3-15-1985 8.50% 3-15-:992 8.25% 3-15-1990 9.40 %
3-15-1986 8.50% 3-15-1993 8.50% 3-15-1999 9.50%
3-15-1987 0.50% 3-75-1994 8.75% 3-15-2000 9.50%
3-15-1988 6.50% 3-15-1995 9.00% 3-I5-2001 9.60%
3-15-1939 R-U% 3-I5-199E 9.10% 3-15-2002 9.60%
3-15-1990 8-?; 3-15-2003 9.60%
Our calculation (which is not a part of this bid) of the interest cost from the abov! is:
Total Interest Cost $4,669,320.00
Less Premium 117.50
NET INTEREST COST s 4,669,202.50
l"
EFFECTIVE INTEREST RATE 9.1343 A % -;.A
We are having the Bonds insured by _
Cashier Is Check of the First State Bank, Denton ,
in the amount of 94,840.00, which represents our Good Faith Deposit (is attached hereto or
(has been made available to you prior to the opening of this bid), and is submitted in
accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of and make payment for the Bonds at to be des1gnatejank,
Austin, Texas, not later than 10:00 AM, CST, on April 26, 1983, or thereafter on the date the
Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and
Bidding Instructions.
Respectfully submitted,
SALOMON BROTHERS INC
BY: SALOMON BROTHERS INC
Au ho ed Repres ntatlye r
j s Mc~u~ ough, Y~ce President
ACC Municipal Bond Department
The above and foregoing bid is hereby in a nos pted by thr City of Denton, Texas, this
dngs
the 22nd day of March, 1983.
Mayor
ATTEST:
City cretary
Return of Good Faith Deposit is hereby acknowledged:
By
OFFICIAL BID FORM
Honorable Mayor and City Council March 22, 1983
City of Denton
Denton, Texas
Gentlemen:
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated
March 4, 1983, of $4,742,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 1983, both
of which constitute a part hereof.
For your legally issued P,nds, as described in said Krtice of Sale and Bidding Instructions and
Official Statement, w- will pay you par toy! cGrued interest from date of issue to date of
delivery to us, plrs a cash premium of f n rued for Bonds maturing and bearing interest
as follows:
Interest Interest Interest
Maturity Rate Maturity Rate Maturity Rate
3-15-1984 10.70% 3-15-1991 8.00% 3-15-1997 9.00 %
3-15-1985 10.70% 3-15-1992 8.15% 3-15-1998 9.10 %
3-15-1986 10.70% 3-15-1993 8.30% 3-15-1999 9.20 %
3-15-1987 I0.70 % 3-15-1994 8.50% 3-15-2000 9.30 %
3-15-1988 10.55 % 3-15-1995 8.70% 3-15-2001 9.40 %
3-15-1943 7.70% 3-15-1996 8.85% 3-15-2002 9.40 %
3-15-1990 7.70 % 3-15-2003 9.40 %
Our calculation (which is not a part of this bid) of the interest cost from the above is:
Total Interest Cost s 4,620,969.00
Less Premium 17.90 1
NET INTEREST COST $_4,620,951.10 _
EFFECTIVE INTEREST RATE 9.0399 %
We are having the Bonds insured by _
Cashier's Check of the InterFirst Bank Bank,Dallas N A.
in the amount of $94,840.00, which represents our Good Faith Deposit (is attached hereto or
Ih7L~C)18tK3Wi42X34Ki4d6YPX7CA8GXp1RdfXCbXtBHWpi~J7lbi fi7C}tl[ii}b7d1Y and is submitted in
accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of and make payment for the Bonds at City Nationaleank,
Austin, Texas, not later than 10:00 AM, CST, on April 26, 1983, or thereafter on the date the
Bonds are tendered for delivery, pursuant to thi terms set forth in the Notice of Sale and
Bidding Instructions.
Respectfully submitted,
InterFirst Bank Dallas, N.A. Bank of Oklahoma, N.A.
Texas Commerce Bank. N.A. _
Dean Witter Reynolds BY 7Z y1
Schneider, Bernet & Hickman Nary Ari r rep;~s r~t89 Vice President
ACCEPTANCE CLAUSE Y
The above and foregoing bid is hereby in all things accepted by the City of Denton. Texas, this
the 22nd day of March, 1983.
a"~y -r--
ATTEST:
ATTEST:
City Secretarv
.ru►r
Return of Good Faith Deposit is hereby acknowledged:
By _
Prepared By: First Southwest Comnony, W-0 Mercantile Dallas Building, Dallas, Texas 75201
TABULATION OF BIDS
RECEIVED AT SALE OF
$4,742,000
CITY OF DENTON, TEXAS
GENERAL OBLIGATION BONDS, SERIES 1983
Selling Tuesday, March 22, 1983, at 7:00 PM, CST
GROSS LESS NET EFFECTIVE
ACCOUNT MANAGER INTEREST COST PREMIUM INTEREST COST INTEREST RATE
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.~`rl`yt .--_~.G.+1Yl ~.iiY .'~!r... i.C'. ''►.1..''i. ~ iT~.V'.Y aS ~1✓47:
THE STATE OF TEXAS, KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
THAT =0 RECORDS 9540
GAZEBO APARTMENTS, LTD., a Texas Limited Partnership acting
bby and through Marga Faller, General Partner
°f Los Angeles, California , in consideration of the sum of
TEN AND N01100 ($10.00) and other good and vahiable consideration
in hand pa'd by the undersigned receipt of which is hereby acknowledged, do by
these presents grant, bargain, sell and convey unto to The City of Denton , the free
and uninterrupted use, liberty and privilege of the passage in, along, upon and across the following
described property,
owned by it . Situated in Denton County, Texasax and being described
as follows: X71L~tt4f
All that certain tract or parcel of land lying and being situated in the
Wm. Loving Survey, A-759, City and County of Denton, Texas, and being
part of a (called) 15 acre tract as described in a deed from W. C.
Kimbrough to :Erma S. Davis on 2/11/68, recorded in Vol. 271, Page 146,
Deed Records, Denton County, Texas, and being more particularly describe
as follows:
BEGINNING at a steel pin on the W ROW of Carroll Blvd. N. 0° 42' E.
550.3 feet from the SE corner of said 15 acre tract;
THENCE S.. 890 52' W. 425.99 feet to a corner;
THENCE S. 00 42' W. 20.0 feet to a corner;
THENCE N. 890 52' E. 425.99 feet to a corner;
THENCE17. 0°42' E. 20.0 feet to the place of beginning.
And it is further agreed that the aaid Grantor
in consideration of the benefits above set out, will remove from the property above described, such fences,
buildings and other obstructions as may now be found upon said property.
For the purpose of public utilities and drainage facilities
In, along, upon and
across said premises, with the right and privilege at all times of the grantee herein, his or Its agents,
employees, workmen and representatives having ingress, egress, and regress in, along upon and across
said premises for the purpose of making additions to, improvements on and repairs to the said public
utilities and drainage facilities, or
any part thereof.
TO HAVE AND TO HOLD unto the said City of Denton as aforesaid for
the purposes aforesaid) the premises above described.
Witness my hand , Lhis the 18th day of March , A. D. 19 8.1
_ GAZEBO APARTMENTS, LTD.
a Te Limit P er hip
-karcjlg Faller, General artner
r
OFFICIAL SEAL
7~~~~A A JIM WOLVERTON
V FA - CALIFORNIA
bl 1/~~f `t j NOTARY PU
( FR.N^4061. OFFICE IN
LOS PIG- ES COUNTY
CALIFORNIA SINGLE ACKNGII'LEDG31ENT ri C,,nniss :n E+pir^s thYembar 1, ]985
THE STATE OF BED,
COUNTY OF LOS Hayj$rnidr BEFORE NIE, the undersigned a0hority,
in and for said County/Rom, on this day personally appeared +Marga_ Faller, GF:ner al Partner of
Gazebo Apa;rtine-ntsr_LtLj. Texas Limited Partnership
known }o me to be the person . chose name is sabsc: ibed to the foregoing instrument, and acknowledged to me
that She executed the same for ;he purposes and consideration therein expressed, and in the capacity therein
stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, This 18 March 3
day of A.T.19...8
(L.S.) --Clifornia
Not ry Public, -10s,- Angeles County,/
Nfy Como fission Expires Ivee If-10,--No v. , /7 f~
SINGLY; ACKNOWLEDGJIENT
THE STATE OF TEXAS, BEFORE DIE, the undersigned authority,
COUNTY OF in and for said County, Texas, on this day personally appeared
- -
known to me to be the person _ -.-.-.whose name suhscri. eol to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This day ot..__.__.-__ A.D. 19
Notary Public, County, Texas
My Commission Expires June 1, 19
CORPORATION ACKNOWLEDMIENT
THE STATE OF TEXAS, BEFORE ME, the undersigned authority,
COUNTY OF I
in and for said County, Texas, on this day personally appeared
_ knrwn to me to be the person and oNcer
whose name is subscribed to the 1,)rci-oing instrument Find acknowledged to me ton; the some was the act of the sail
a corporation, and that he executcI the same the act of such corporation for the pnrp,;es end consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This, day of , A.D. 19
Notary Public, _.__----------.-.-.County, Texas
My Commission Expires June 1, 19-.__
CLERK'S CERTIFICATE
THE STATE OF TEXAS, I,_....... County
COUNTY OF.. _
Clerk of the County Court of said County, do hereby certify that the foregoing instrument of w•iiting dated an the
_ day of , A. D. 19. , with its Certificate of Authentication, wns filed for
record in my office on the day of.....,._...... , A. D. 19. . , at__ o'clock _ NI., and duly
reecrded this ay of....-.... A. D. I8 , at..._o'clock X. in the
Records of said County, in Volume.. , on pages
WITNESS DIY HAND AND SEAL OF THE COUNTY COURT of said County, at c
- the day and year last above written
,aN.
County Clerk- . xas.
(L 3.) Hy.. - a- e
I
04 to 0 C6
C? UJ !
C' rd H! fi 1 13 G i i
r a { p, E W i q i i
u Ca~ i w ; E WV i r o g
Oil ~pei EQ a w o ~
{
If
Q
p a °--c II 11.' 7d 8~
Pie ~7
ni E
VOL 1?~)?P~cE670
THE STATE OF TEXAS KNOW A1,L MEN BY THESE PRESENTS:
COUNTY OF DENTON
THAT Paul M. Haywood, Jr. DEEU RECORDS 9829
of Denton County, Texas , in consideration of the sum of
One Dollar ($1.00) and no/cents--------- and other good and valuable consideration
in hand paid by the City of Denton, Texas receipt of which is hereby acknowledged, Jo by
these presents grant, bargain, sell and convey unto to the City of Denton, Texas, the tree
and uninterrupted use, liberty and privilege of the passage in, along, upon and across the following
described property,
owned by him . Situaed jr, Denton County, Texas, in the
14m. 'moving Survey, Abstract No. 759 and more particularly
described as follows:
All that certain lot, tract or parcel of land lying and being situated
in the City and County of Denton, State of Texas, and being part of
the Wm. Loving Survey, Abstract No. 759, and also being part of a tract
of land as conveyed from Paul M. Haywood, Jr. to Paul M. Haywood, Jr.,
Constriction Company by Deed dated 8-3-79 and recorded in Volume 967,
Page 101 of the Deed Records of Denton County, Texas, and more particu-
larly described as follows:
BEGINNING at the southeast corner of said tract, said point lying in the
west right-of-way line of Carroll Blvd.
THENCE south 890 41' west along the south boundary line of said tract
a distance of 210 feet to a point for a corner, same being the southwest
corner of said tract;
THENCE north 0° 42' east along the west boundary line of said tract a
distance of 16 feet to a point for a corner;
THENCE north 890 41' east 16 feet north of and parallel to the south
boundary line of said tract a distance of 210 feet to a point for a
corner in the east boundary line of said tract;
THENCE south 00 42' west along the east boundary line of said tract a
distance of 16 feet to the plac#- of beginning and containing 3360 square
feet of land more or less.
And it is further agreed that the said the City of Denton, Texas
in consideration of the benefits above set out, will remove from the property above described, such fences,
builcings and other obstructions as may now be found upon said property.
For the purpose of constructing an underground drainage easement
in, along, upon and
across said premises, with the right and privilege at all times of the grantee herein, his or its agents,
employees, workmen and representatives having ingress, egress, and regress in, along upon and across
said premises for the purpose of making additious to, improvements on and repairs to the said under-
ground drainage easement, or
any part thereof. in this connection, the City of Denton, Texas shall restore the
properly herein to its original wndition and said easement shall in no way interfer
* t HAV E AND TO g HOLD unto the said City of Denton, Texas as aforesaid foz
wi the
th es aforesaid the ices above described.
t my ,.this t a/.ut day c , A. D.
'F='QE5'6-F 01 OR
AUL A 0 , JR.
nv Pie
;x;` ' SINGLE ACKNOWI EDGSIENT
[ i9TAOF TEXAS,
F NTON BEFORE DIE, the undersigned authority.
COUNTYjOJr,u
,y
in and f r rsidtounty-, Texas, on this day personally appeared PaUl M._ Haywood,_Jr._ v
- - - - -
known to me to be the person _ whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed the same for the purposes and consideration therein expressed. pp
GIVEN UNDER DIY HAND AND SEAL OF OFFICE, Thts/. day ofMarch
_ A.D. IP3 _
(L. S.)
.
Notary Public, - The State of Texas
tqqqqRqpM
My Commission Expires June 1, 19
SINGLE ACKNOWLEDGMENT
THE STATE OF TEXAS, l BEFORE ME, the undersigned zuthority,
COUNTY OF.. in and for said County, Texas, on this day personally appeared
- - - -
known to me to be the person ----.whose name.. . subscribed to the foregoing instrument, and acknowledged to we
that.---- he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER DIY BAND AND SEAL OF OFFICE, This day A.D. 19 _
Notary Public, Texas
My Cmmisslon Expires June 1, 19
CORPORATION A(KNOWLEDGMENT
THE STATE OF TEXAS, BEFORE DIE, the undersigned authority,
COUNTY OF.
in and for said County, Texas, on this day personally appeared
- 1111 known to me to be the person and officer
whose name is subscribed to the foregoing instrnnttmt an.i acknowledged to me that the some was the act of the said
a corporation, and that he executed the same ns the net of such corporation for tho purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This..... . day of A.D. 19 .
(L.S.) - - -
Notary Public, County, Texas
My Commission Expires June 1, 19.._._
CLERK'S CERTIFICATE
THE STATE OF TEXAS, 11 County
COUNTY OF.. _
Clerk of the County Court of said County, do hereby certify that the foregoing instrument of writing dated on the
_ - day of_ , A. D. 19 with its Certificate of Authentication, was filed for
record in my office on the _day of....-_ , A. D. 19__ , at o'clock- M., and duly
recorded this.- day of........... A. D. 19....._..., at..... o'clock M., in the
- . Records of said County, in Volum~pE_. ~ , on pages ,
~1'
WITNESS MY HAND AND SEAL OF THE COUNTY COURT of said Count~y offs ; {0..._.
the day and year la, t above w nTtca
40
...ilt~1V~
Count r d.. '
nty, Texas.
0~.~~~~ ~ . ~ Deputy.
I a
Y iilJ~ _ rZ' _.Ad
~J`,~ 'Q.T fly 11J~r aOCi E P~ C
o N a
f~1i H.• O ' u a II
7° M+y
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. p
13f^,. 1 a•-•. _N OW AIA, MEN BY THESE PRESENTS:
the Cit,; of Renton, Texas, a Corporation
of the County of Eenton »nd State of Texas , for and in consideration of
i the sum of
TEN AND N01100 i$10.00)----------------------- DOLLARS,
{ to it is hand paid by Sout;Zmont Development Co. L.td.
of the County of Denton and State of Texas , the receipt of which
I' is hereby acknowledged, do, by these presents, BARGAIN, SELL, RELEASE, AND FOREVER
QUIT CLAIM unto the said Southmont Development Co. Ltd. , its successors
„
'.i
h+riax and assigns, all its right title and interest in and to that certain tract or par-
cel of land lyin. n the County of Denton and State of Texas, described as follows,
j to-wit:
All that certain 0.124 acre tract or parcel of land being the eastern j
107.98 feet of Southmont Drive as shown by plat of Southmont Subdivision,
Section One recorded in Cabinet B, Slide 174 of the Plat Records of '
Denton County, Texas; said tract being further described herein by metes
and bounds as follows:
i~
BEGINNING for the southeast corner of the tract being described herein,
j at the northeast corner of Lot 11 Block 3, Southmont Subdivision;
THENCE south 89°59'30" west 107.98 feet to a point along the south line
of Southmont Drive to a point;
1~ THENCE north 1034' east 50 feet to a point in the north line of Southmont
If Drive;
?r
I~ THENCE north 89059130" east 107.98 feet to the southeast corner of Lot 21
Block 2 Southmont Subdivision;
THENCE south 1°34' west 50 feet to point of beginning.
i~
I~
I~
i
TO HAVE AND TO HOLD the said premises, together with all and singular the rights, privi-
leges and appurtenances thereto in any manner belonging unto the said Southmont Development
Co. Ltd., its successors
bdm and ass,,,-as, forever, so that neither the said
`I City of;.Denton, Texas, a Municipal Corporation, its successors
nor koinacxvc any person or persons claiming under it shall, at any time hereafter,
have, claim or demand any right or title to the aforesaid premises or appurtenances, or any part there-
Of.
WITNESS our hand at Denton, Texas this
22nd day of March A. D. 19 83
W'ttneases at Request of Grantor: CITY OF E TON, TE
!i
-8 a - BY:
R HARD S ART, OR
-EHARLp'F^iF,-ALi,EN~
~_ti• a:r-ra - .wsle~armivaa -~ri
SINGLE ACKNOWLED01ENT
STATE- Or, TjfNA5; -
COUNTY OF .DENTON ~ BEFORi the undersigned authority.
in and for said County, TcxaF, on this day personally appeared, Richard 0. Stet79 t: , Mfl]7oZ o f the
City of Denton, Texas, _a Municipal Corporatipri...
& officer _
known to me to be the person /whose name is _ subscribed to the foregoing instrument, and acknowledged to me that
he executed the same for the purposes a,d consideration therein expressed.
GIVEN UNDER :DIY HAND AND SEAL OF OFFICE, This . 22nd. day ofMa.tch,•-_.,-. , A.D. 198,3, -
Notary Fublfc, Denton................. County, Texas
My Commission Expires June 1, 19...........
JOINT ACKNOWLEDGiIENT
THE STATE OF TEXAS, BEFORE ME, the undersigned authority,
COUNTY OF_, .
in and for said County, Texas, on this day personally appeared
.
and .
his wife, both known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to
me that they each executed the Fame for the purposes and consideration therein expressed, and the said
_ wife of the said _ . having been
examined by me privily and ,part from her husband, and having the same fully explained to her, she, the said_ .
- acknowledged such instrument to be her act and deed and
she declared that she had Nvillingly signed the same for the purposes and consideration therein expressed, and that she did
not wish to retract it.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, This day of._ A.D. 19....
(L.S.) Notary Public, County, Texas
My Commission Expires June 1, 19...........
.
WIFE'S SEPARATE ACKNOWLEDGMENT
THE STATE OF TEXAS, I BEFORE ME, the undersigned authority,
COUNTY OF .
in and for said County, Texas, on this day personally appeared_____
..................._....to. wife of.-
known to me be the person whose name is subscribed to the foregoing instrument, and having been examined by me privily
and apart from her husband, and having the same fully explained to her, she, the said
S.--- reknowledged such instrument to be her act and deed, and
e declared that she had willingly signed the same for the purposes and consideration therein expressed, and that she did
not a3sh to retract it.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,This , day of-___ A.D. 19
(L.S.)
Notary Public, ........,.County, Texas
illy Commission Expires June 1, 19
CLERK'S CERTIFICATE
THE STATE OF TEXA ,
r, . county
COUNTY OF_........
Clerk of the Ccunty Court of said County, do hereby certify that the foregoing instrument of writing dated on the
day of , A. D. 19..... , with its Certificate of Authentication, was filed for
record in n:y ,:nce on the.................. dry of , A. D. 19...... at............. o'clock............ 3f., and duly
recorded this. ,...Aay ot.......... _ ........................................._.........A. D. 19_....... , at.......... o'clock_ In the
Records of said County, in Volume..................., on pages......................
WITNESS MY HARD AND SEAL OF THE COUNTY COURT of said County, at office in
_
.r............... the day and year last above written.
County Clerk County, Texas.
(L By Deputy.
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