2012-233ORDINANCE NO. 2012-233
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXECUTION BY THE CITY
MANAGER OF A NON-BINDING LETTER OF 1NTENT BETWEEN THE CITY OF
DENTON, TEXAS AND NEW GENERATION POWER TEXAS, LLC., AND ITS
AFFILIATES, FOR THE SALE/PURCHASE OF SOLAR ENERGY AND ASSOCIATED
RENEWABLE ENERGY CREDITS; DETERMINING THAT SAID NON-BINDING LETTER
OF INTENT LETTER PERTAINS TO A"COMPETITIVE ELECTRIC MATTER" AS SET
FORTH UNDER THE PROVISIONS OF §§551.086 AND 552.133 OF THE TEXAS
GOVERNMENT CODE, AS AMENDED; FINDING AND DETERMINING THAT TEXAS
GOVERNMENT CODE §252.022(a)(15) APPLIES TO SAID NON-B1NDING LETTER OF
INTENT; ADOPTING SIGNIFICANT RECITATIONS, F1NDINGS AND CONCLUSIONS,
AS ARE SET FORTH 1N THE PREAMBLE OF THIS ORDINANCE; THAT THE POSSIBLE
PURCHASE OF SOLAR CAPACITY AND ENERGY, AND OTHER RELATED
ARRANGEMENTS MADE BY THE CITY UNDER THE TERMS OF THIS NON-B1NDING
LETTER OF INTENT ARE 1N THE PUBLIC WELFARE; FROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Denton, Texas ("Denton") is a Home-Rule City and a Texas
municipal corporation governed by the constitution and laws of the State of Texas; and
WHEREAS, in accordance with the provisions of §551.086 of the Texas Government
Code, after due public notice being given, the City Council, a"Public Power Utility Governing
Body" under Senate Bi117, convened a Closed Meeting on the 18th day of September, 2012; and
the Council concluded that this "Non-Binding Letter of Intent" is a competitive electric matter,
including business and commercial information, which if disclosed, would give advantage to its
competitors or prospective competitors, within the meaning of that Section; and the Council has
discussed, deliberated, and considered the "Non-Binding Letter of Intent;" and
WHEREAS, thereafter, the City Council proceeded to take final action, and voted, by a
majority of its members present, 6 for and 0 against, that the City of Denton, Texas should
authorize the execution by the City Manager of the "Non-Binding Letter of Intent" by and
between the City of Denton, Texas and New Generation Power Texas, LLC., and hereby
approves the same; and
WHEREAS, the City Council has further determined and finds that this "Non-Binding
Letter of IntenY' to be entered into by and between Denton and New Generation Power Texas,
LLC, a Texas Limited Liability Corporation; and other affiliates of this entity (hereafter the
"Letter"); should be excepted from public disclosure, as permitted by the provisions of §552.133
of the Texas Government Code, as a document that is reasonably related to a competitive electric
matter, the disclosure of which document would provide an advantage to the competitors or
prospective competitors of Denton Municipal Electric ("DME"); and
WHEREAS, the City Council has further determined that it is in the public interest that it
should exercise its right under the Texas Government Code to lawfully safeguard and keep this
document sealed, as it is a document which contains competitive electric information; and
WHEREAS, the City Council finds that there is no divestiture, sale or other disposition of
the property of any utility of the Denton, and therefore, that no public election is required
pursuant to the Charter of the City of Denton, Texas ("Charter"); and
WHEREAS, the City Council finds that said proposed transaction involves Denton
purchasing from New Generation Power Texas, LLC, a portion of its necessary replacement
power and energy requirements; and further that this transaction involves Denton's potential
acquisition of reliable, cost-effective replacement solar power and energy from New Generation
Power Texas, LLC; with no detriment to the ratepayers of DME; and
WHEREAS, the City Council finds that the transaction as provided for by this ordinance,
will not impair the ability of Denton to comply with the provisions of any of its utility revenue
bonds, as amended, which are issued and outstanding; and
WHEREAS, the City Council finds that §252.022(a)(15) of the Texas Government Code
is applicable to this transaction and that the competitive bidding law is not applicable to the
possible purchase by the City of electricity; and
WHEREAS, the Council has considered all proposals provided by other power providers
in Denton's Request For Proposals No. 4859 and finds and concludes that the proposed
transaction is the best value and is in the public welfare; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitals stated in the above Preamble to this Ordinance are hereby
incorporated by reference herewith, as a part of the Ordinance.
SECTION 2. The City Council, hereby approves and authorizes the City Manager and
City Secretary, to execute, attest and deliver respectively, the "Non-Binding Letter of Intent" by
and between the City of Denton, Texas and New Generation Power Texas, LLC., a Texas limited
liability company, said letter being attached as E�iibit "A," and made a part hereof.
SECTION 3. The City of Denton, Texas, the Mayor, the City Manager, the City
Attorney or their designees be, and each of them individually hereby is, authorized and
empowered to perform all such acts and obligations as required with respect to the "Non-Binding
Letter of Intent" described herein.
SECTION 4. Any and all prior actions taken by the Mayor, the City Manager, the City
Attorney or their designees in furtherance of the foregoing "Non-Binding Letter of Intent" be and
they are, hereby are ratified, approved and authorized in all respects as of the dates and times
such actions were taken.
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SECTION 5. Immediately following the execution and delivery of the "Non-Binding
Letter of Intent" described herein, as provided for in this ordinance, the City Secretary is hereby
directed to seal and maintain said document in her care, custody and control, as a document
excepted from public disclosure under the provisions of §552.133 of the Texas Government
Code (the "Public Power Exception"); unless otherwise lawfully ordered to disclose said
document.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
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PASSED AND APPROVED this the /Q�— day of ' , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
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