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2015-181ORDINANCE i 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 notice of the public meeting was provided as required by law, this "Power Purchase Agreement" between the City of Denton, Texas and Bluebell Solar, LLC. (hereafter the "Transaction ") was submitted for final consideration to the Denton Public Utilities Board on the 8th day of June, 2015; a majority of the Public Utilities Board ( "PUB "), a "Public Power Governing Body" as defined by State law, convened a Closed Meeting as permitted by law, and discussed, considered, and deliberated the Transaction; and thereafter in its Closed Meeting proceeded to take final action and recommend to the City Council that the Transaction by and between Denton and Bluebell Solar, LLC, a Delaware limited liability company be recommended for approval by a vote of seven (7) in favor to none (0) opposed, in substantially the form of the Purchase Power Agreement presented to it; being a majority vote of all PUB members 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 Bill 7, the Council has discussed, deliberated, considered the Transaction, the subject of this ordinance, in a Closed Meeting of the City Council on the 16th day of June, 2015, after receiving a legal opinion of counsel that the Transaction is a proper item for consideration in its Closed Meeting, which item involves competitive electric matters, including business and commercial information, which if disclosed, would give advantage to its competitors or prospective competitors; and WHEREAS, the City Council has further determined and finds that several of those documents to be entered into by and between Denton and Bluebell Solar, LLC, a Delaware limited liability company (hereafter "Bluebell ") and Nextera Energy Capital Holdings, Inc., a Corporation (hereafter "Nextera ") and other affiliates of these entities, namely the "Power Purchase Agreement," and the Guaranties and Letters of Credit related to said Power Purchase Agreement, and all other documents which are related thereto as from time to time may be executed by the City of Denton, Texas and /or Bluebell and /or Nextera, 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 electric 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 in the preceding paragraph sealed, as they are competitive documents which contain competitive electric and financial 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 purchasing from Bluebell, a portion of its necessary replacement power and energy requirements for a contractual term of twenty (20) years from the Project's Commercial Operation Date, as provided in the said Purchase Power Agreement; and that such Transaction involves Denton's acquisition of reliable, cost - effective replacement solar power and energy from Bluebell; with no detriment to the ratepayers of DME; and 1) WHEREAS, the City Council finds and concludes that a diversified portfolio of energy resources is prudent considering the ever - changing present circumstances; and that Denton, through its electric utility, DME now provides power from multiple sources, including coal, landfill gas, wind power, and now solar power; and WHEREAS, the City Council finds 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 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 purchase by the City of electricity; and WHEREAS, the Council, having further convened an open public meeting on this item on the 16th day of June, 2015, and having discussed the same, has considered all proposals provided by other power providers in Denton's Request For Proposals and finds and concludes that Bluebell, should be selected by Denton to provide a portion of Denton's power and energy needs in the form of solar - generated energy for twenty (20) years; and the Council hereby takes final action and approves this Transaction by a vote of '% ( ) for and 0 ( ) against. WHEREAS, Denton desires to enter into such other arrangements in support of the Power Purchase Agreement (hereafter "PPA ") with Bluebell, which are incident and related to the said PPA, and to take such additional actions as the City Manager or his designee, shall determine to be necessary and advisable to consummate and effectuate the matters set forth herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the above Preamble are incorporated herewith and are considered to be a part of this Ordinance. SECTION 2. The City Council, hereby approves and authorizes the City Manager and City Secretary, to execute and attest respectively, the Purchase Power Agreement, by and between the City of Denton, Texas and Bluebell Solar, LLC, a Delaware limited liability company, under the terms and conditions set forth in Exhibit "A," attendant with all Schedules attached thereto, and made a part hereof, with such ancillary instruments, changes and additions which are in substantial compliance with said PPA as the City Manager, or his designee may approve, and to consummate the execution and delivery thereof on behalf of the City of Denton by or at the direction of the City Manager, or his designee. SECTION 3. The City Council, as further security for Bluebell Solar, LLC's performance of this Transaction, hereby approves and authorizes the City Manager and the City Secretary, and their respective designees, to approve and accept the irrevocable non - transferable standby Letter(s) of Credit furnished Denton by Bluebell and Nextera, in accordance with the PPA, said Letter(s) being drawn upon a commercial bank within the United States, on behalf of Denton, as additional credit protection, under the terms and conditions being contained in 3 substantially the form as set forth in both said agreements, with such amendments, changes and additions as the City Manager, or his designee may approve, and the approval and acceptance thereof on behalf of the City of Denton by or at the direction of the City Manager, or his designee, shall constitute such approval. SECTION 44. The City Council, hereby approves and authorizes the City Manager and City Secretary, and their respective designees, to execute and attest respectively, all other documents which are incident and related to the Power Purchase Agreement referenced herein, and to take such additional actions as the City Manager, or his designee shall determine to be necessary and advisable to effectuate the matters set forth above. SECTION 5. The City Council 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 Purchase Power Agreement described herein. SECTION 6. The Mayor, the City Manager, the City Attorney or their designees be, and each of them individually hereby is, authorized, empowered and directed to negotiate, deliver and perform all such acts and things and to sign all such documents, certificates, contracts, assignments, licenses, leases, agreements, directions, instruments and statements, each together with such amendments, changes and additions thereto as the Mayor, the City Manager, the City Attorney or their respective designees shall determine to be necessary or advisable to effectuate the matters set forth herein, any such determination to be conclusively evidenced by the taking or causing to be taken of such action or the execution and delivery of any such document, certificate, agreement, license, lease, direction, instrument or statement by the Mayor, the City Manager, the City Attorney or their designees. SECTION 7. All prior actions taken by the Mayor, the City Manager, the City Attorney or their designees in furtherance of the foregoing matters be and hereby are ratified, confirmed, approved and authorized in all respects as of the dates and times such actions were taken. SECTION 8. Immediately following the execution and delivery of the documents described as the Purchase Power Agreement and all Guaranties and Letter(s) of Credit which are incident to such PPA, 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 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 documents. .„W ,.................. ............................... _ This ordinance shall be open for public inspection. However, all Exhibits SECTION 9. and Attachments which are appended to this Ordinance, including without limitation, the Purchase Power Agreement, and all Guaranties and Letter(s) of Credit incident to such PPA, shall not be produced for public inspection, but shall be sealed, as provided for in Section 8 above. SECTION 10. The expenditure of funds as provided for in this ordinance is hereby authorized. M SECTION 11. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of June, 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY IM ANITA BURGESS, CITY ATTORNEY Bye 5 ......................................... - .......... 11------.- .......... Cl-fit—,' WATI'S, MAYOR