HomeMy WebLinkAboutR2014-018RESOLUTION NO. �014-� 1 g
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
RELATING TO INCREASING THE TEXAS MUNICIPAL POWER AGENCY
COMMERCIAL PAPER CREDIT �ACILITY CAPACITY AND PROVIDING THE
APPROVAL OF THE CITY THERETO; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Texas Municipal Power Agency (the "Agency") has heretofore been
created and established as a municipal power agency by the cities of Bryan, Denton, Garland,
and Greenville, Texas (the "Member Cities"); and
WHEREAS, the Agency has represented to the Member Cities as follows:
A) (i) the Agency has issued and has outstanding commercial paper notes styled as
the "Texas Municipal Power Agency Commercial Paper Notes, Series 2045;"
(ii) such notes have been issued under a commercial paper program established by
the Agency (the "CP Program");
(ii) liquidity for the CP Program is provided through a bank credit facility issued
for a three year term on April 19, 2013 (the "2013 Bank Facility") by Barclays Bank PLC
("Barclays"); and
(iv) the 2013 Bank Facility currently accommodates the issuance of notes under
the CP Program for payment of principal of notes issued thereunder of up to
$100,000,000 and $4,931,507 for the payment of interest relating thereto;
B) the Board of Directors of the Agency (the "Board") has approved new investment in
capital facilities, including, particularly in transmission facilities, by the Agency in an
amount that exceeds the current capacity of the CP Program (the "New Capital
Investment");
C) the Agency requires sufiicient credit facility capacity for its CP Program to fund the
New Capital Investment and to fund other lawful purposes of the Agency;
D) the Agency intends to increase the credit facility capacity for the CP Program that is
provided by the 2013 Bank Facility to cover outstanding notes and costs of the New
Capital Investment and for other purposes of the Agency, so that the principal for notes
issued under the CP Program from time to time (including notes currently outstanding)
during the remaining term of the 2013 Bank Facility will include coverage for notes of up
to $125,000,000 in principal amount plus associated interest coverage for such amount;
E) Barclays has indicated to the Agency that it is willing to increase the capacity under
the 2013 Bank Facility to an amount described in D, above, and, upon receipt of the
approvals of the Member Cities given in accordance with the Global Settlement
Agreement, as described below and provided for herein, the Agency intends to pursue
such an increase in such capacity provided by the 2013 Bank Facility with Barclays;
F) No note issued under the CP Program may mature later than September 1, 2018, and
the increase in 2013 Bank Facility capacity for the CP Program provided for hereby will
not extend the term of the CP Program; and
G) Consistent with the Global Settlement Agreement, TMPA plans to pay off, on or
before September 1, 2018, (i) all generation related debt (including principal and interest)
and (ii) the transmission related debt (including principal and interest) associated with the
return on investment on deferred assets as authorized in PUC Docket 21711, and,
pursuant to the Transmission Financing Program, and without extending the term of the
Power Sales Contract, refinance the remaining transmission system principal beyond
September 1, 2018.
WHEREAS, in accordance with Section 2(B)(9) of that certain Global Compromise and
Settlement Agreement among the Agency and the Member Cities, which has an effective date of
December 17, 2009 (the "Global Settlement Agreement"), the Agency and the Member Cities
have agreed that, except for the issuance by the Agency of debt pursuant to the Transmission
Financing Program (as deiined by the Global Settlement Agreement), the Agency may incur debt
obligations only with the approval of the governing body of each City, and provided that the
maturity date of such debt does not extend beyond September 1, 2018; and
WHEREAS, the City Council (the "Governing Body") of the City of Denton, Texas
deems it appropriate to approve an increase in the principal and interest coverage provided by the
2013 Bank Facility to accommodate the issuance of commercial paper notes under the Agency
CP Program to a total principal amount of $125,000,000 plus interest thereon for Agency
purposes.
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. For all purposes of the Global Settlement Agreement, the Governing Body
hereby approves an increase in the credit facility capacity for the CP Program provided that: (i)
the capacity as provided by the 2013 Bank Facility or any future replacement liquidity facility
that may be implemented in replacement for, or upon the expiration of, the 2013 Bank Facility
shall not provide coverage in excess $125,000,000 in principal amount of notes issued
thereunder, plus interest on said notes; (ii) the Agency shall not have notes outstanding under the
CP Program at any time exceeding $125,000,000 in principal amount; and (iii) such notes shall
mature on one or more dates, but no note so issued may mature later than September 1, 2018.
SECTION 2. The definitions and recitals set forth in the preamble to this resolution are
hereby incorporated in and made a part of this resolution for all purposes.
SECTION 3. Nothing contained in this Resolution, nor in any authorization or consent
expressed or implied from it shall be construed to modify the Power Sales Contract in any
manner nor extend the term of the Power Sales Contract beyond September 1, 2018.
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SECTION 4. This resolution shall take effect from the date that the last Member City
approves a resolution in substantially the same form and content hereof, and the authorizations
herein shall be effective for a period of six months following the date of adoption hereof.
PASSED AND APPROVED this the r,�°� day of f,� �°� , 2014.
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MARK A. B���t�UG�'�.�%.FaYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY: �
A��'�'�� �:i� � �'i� LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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