2013-186o�nvANCE No. 2013-186
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXECUTION BY THE CITY
MANAGER OF THE "AMENDMENT TO POWER SALES CONTR.ACT BETWEEN TEXAS
MUNICIPAL POWER AGENCY AND THE CITY OF BRYAN, TEXAS, CITY OF DENTON,
TEXAS, CITY OF GARLAND, TEXAS, CITY OF GREENVILLE, TEXAS," BE1NG AN
AMENDED PURCHASE POWER CONTRACT; AUTHORIZING AND APPROVING THE
EXECUTION OF SUCH OTHER ANCILLARY AND RELATED DOCUMENTS,
INCLUDING, WITHOUT LIMITATION, CERTIFICATES, ASSIGNMENTS, LICENSES,
DIRECTIONS, 1NSTRUMENTS, AND STATEMENTS BY THE CITY MANAGER OR HIS
DESIGNEE, WHICH ARE INCIDENT TO OR RELATED THERETO, AND AS SHALL BE
REASONABLY DETERMINED BY THE CITY ATTORNEY; CONFIRMING AND
RATIFYING THAT THE CITY OF DENTON, TEXAS, ITS MAYOR, ITS CITY COUNCIL
MEMBERS, ITS CITY MANAGER, ITS CITY ATTORNEY, AND ITS CITY SECRETARY
SHALL BE AUTHORIZED AND EMPOWERED TO PERFORM SUCH ACTS AND
OBLIGATIONS AS ARE REASONABLY REQUIRED TO CONSUMMATE THIS
TRANSACTION; FINDING, RATIFYING AND CONFIRMING THAT ALL PRIOR
ACTIONS TAKEN BY THE CITY COUNCIL IN FURTHER.ANCE OF THE FOREGOING
TRANSACTIONS; AND DETERMINING THAT SAID "AMENDMENT TO POWER SALES
CONTRACT BETWEEN TEXAS Mj.JNICIPAL POWER AGENCY AND THE CITY OF
BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, CITY OF
GREENVILLE, TEXAS" 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; F1NDING AND DETERMINING THAT TEXAS
GOVERNMENT CODE §252.022(a)(15) APPLIES; ADOPTING SIGNIFICANT
RECITATIONS, FINDINGS AND CONCLUSIONS, AS ARE SET FORTH 1N THE
PREAMBLE OF THIS ORDINANCE; THAT THE PURCHASE OF ELECTRIC ENERGY
MADE BY THE CITY UNDER THE TERMS OF THIS AMENDED PURCHASE POWER
CONTRACT ARE 1N THE PUBLIC WELFARE; AUTHORIZING THE EXPENDITURE OF
FiJNDS THEREFOR; PROVIDING AN EFFECTIVE DATE.
WIIEREAS, the City of Denton, Texas ("Denton") is a Home-Ru1e 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 notice of the public meeting was provided as required by law, the approval of the
"Amendment to Power Sales Contract between Texas Municipal Power Agency and City of
Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas"
transaction (the "Transaction") was submitted for consideration to the Denton Public Utilities
Board ("PUB"), an advisory board, on the 8th day of July, 2013; the quorum of the said Public
Utilities Board is constituted by four members present; and with s� of its seven members
present, the PUB, being a"Public Power Governing Body" as defined by State law, convened a
Closed Meeting as permitted by law, and concluded that this Transaction was a Public Power
Competitive Matter; and having discussed, deliberated, considered, and it toolc final action on the
Transaction; the PUB recommended to the City Council that the Transaction by and between
Denton and Texas Municipal Power Agency, a Texas Joint Powers Agency ("TMPA"),
established by the Texas legislature in September 1975, be recommended for approval by a vote
of six (6) in favor and none opposed; being unanimously approved by a vote of the six PUB
members then present; 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, has discussed, deliberated, considered the Transaction, the subject of
this ordinance, in a Closed Meeting of the City Council on the 16th day of July, 2013, with a
quorum of the City Council being present at that time, after determining that the consideration of
the item which is the subject of this ordinance, is related to competitive electric and financial
matters, including business and commercial information, which if disclosed, would give
advantage to its competitors or prospective competitors; and having received the legal opinion of
its attorney in support thereof; and
WHEREAS, thereafter, after due public notice being given, the City Council, proceeded
to consider the matter of the Transaction which is the subject of this ordinance, in its Closed
Meeting on the 16th day of July, 2013, and the City Council proceeded to take final action, and
voted, by a majority of its members present in its Closed Meeting, as permitted by State law; �
for and � against, to approve the Transaction; being a majority of its seven (7) members
present and voting, in favor of the Transaction described in this ordinance, as set forth below;
and
WHEREAS, the City Council has further deternuned and finds that should there be other
supporting documents to be entered into by and between Denton and TMPA, following the
approval of this Amended Purchase Sales Contract, that all other documents which are incident
to or related thereto, as from time to ti_me may be executed by the City of Denton, Texas and/or
TMPA, in connection therewith; should be excepted from public disclosure, as permitted by the
provisions of §552.133 of the Texas Government Code, as documents that are reasonably related
to a competitive public power matter, the disclosure of which documents 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
certain of these documents sealed, as they are competitive documents which contain 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 Transaction involves Denton continuing to
purchase from TMPA, a portion of its necessary replacement power and energy requirements,
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and that such Transaction involves Denton's continued acquisition of reliable, cost-effective
power and energy from TMPA; with no detriment to the ratepayers of DME; and
WHEREAS, the City Council finds and affirms that the transaction as provided 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 now issued and outstanding; and
WHEREAS, the City Council fmds that §252.022(a)(15) of the Texas Government Code
is applicable to this Transaction and that competitive bidding law is not applicable to the
purchase by the City of electricity; NOW THERFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council, hereby approves and authorizes the City
Manager and City Secretary, to execute and attest respectively, the "Amendment to Power Sales
Contract between Texas Municipal Power Agency and the City of Bryan, Texas, City of Denton,
Texas, City of Garland, Texas, City of Greenville, Texas" (hereafter the "Amendment") under
the terms and conditions being contained in substantially the form which is attached hereto as
E�iibit "A," and made a part hereof, with such amendments, changes and additions as the City
Manager may approve, and the execution and delivery thereof on behalf of the City of Denton by
or at the direction of the City Manager shall constitute such approval.
SECTION 2. The City Council, hereby approves and authorizes the City
Manager and City Secretary to execute and attest respectively, all other documents which are
incident and related to the Amendment referenced herein and to take such additional actions as
the City Manager shall determine to be necessary and advisable to effectuate the matters set forth
above.
SECTION 3. The City of Denton, 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 Amendment
and the documents described herein.
SECTION 4. All prior actions talcen by the Mayor, the City Manager, the City
Attorney, the City Secretary or their designees, in furtherance of the foregoing matters be and
hereby are ratified, approved, confirmed and authorized in all respects as of the dates and times
such actions were talcen.
SECTION 5. Immediately following the execution and delivery of the
documents described as the "Amendment" hereinabove described, and any and all such other
supporting documents which are incident to such "Amendment," as provided for in this
ordinance, the City Secretary is hereby directed to seal and maintain said documents in her
custody and control, as documents which are excepted from public disclosure under the
provisions of §552.133 of the Texas Government Code (the "Public Power Exception"); unless
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otherwise lawfully ordered to disclose said documents. The City Secretary, however, shall keep
this ordinance (without attachments) as a public record.
SECTION 6 The expenditure of funds as provided for in this ordinance is
hereby authorized.
SECTION 7. This ordinance shall become effective immediately upon its
passage and approval; provided however, that it shall not become effective until the date that the
last of the four TMPA Member Cities approves this Amendment; and this ordinance shall only
become effective once it has been approved by the TMPA Board of Directors, whichever date is
later.
PASSED AND APPROVED on this the 16th day of July, 2013.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: � 1 ' �
,
APPROVED AS TO LEGAL FORM:
A1vITA BURGESS, CITY ATTORNEY
By. ,;
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MARK A.
YOR