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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 66Power
Purchase Agreement99 between the City of Denton, Texas, a Texas Harne-Rule municipal
corporation, and Santa Rita Wind Energy, LLC, a Delaware limited liability company, (hereafter
the 66Transaction") was submitted for final consideration to the Denton Public Utilities Board on
the 7th day of November, 2016; a majority af the Public Utilities Board ("PUB"), a"Public
Power Governing Body99 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 praceeded to recommend to the City Council that the Transaction by and between the
Cily ol Ll�Adlodd (66�✓91a,99 oT. 66DWdd101199) Un� liU1dLG6 �116L Wind Energy9 L�� (661i66AALGL �ILL6'g) Vli
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recommended for approval by a vote of ,,�% in favor to none (0) opposed, in
substantially the form of the agreement presented to it; a majority vote of the PUB members
were 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 66Public 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 8th day of
November, 2016, after receiving a legal opinion of counsel that the Transaction is a proper item
for consideration in its Clased Meeting, which item involves competitive electric matters,
including business and commercial informatian, which if disclosed, would give advantage to its
competitors or prospective competitors; and
WHEREAS, the City Council has further determined and finds that several af those
documents to be entered into by and between Denton and Santa Rita and other affiliates of these
entities, namely the 66Power Purchase Agreementy99 and the Guaranties and Letters of Credit
related to said Power Purchase Agreement, and all ather documents which are related thereto as
from time to time rnay be executed by the City af Dentan, Texas and/ar Santa Rita, in connectian
therewith; should be excepted from public disclosure, as permitted by the provisions of §552.133
of the Texas Government Cade, 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 (66DME99); 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 dacuments in the preceding paragraph sealed, as they are competitive documents
which contain campetitive electric and financial information; and
WHEREAS, the City Council finds that there is no divestiture, sale or other dispositian of
the property of any utility of the Denton, and therefore, that no public electian is required
pursuant to the Charter of the City of Denton, Texas; and
WHEREAS, the City Council finds that said Transaction involves Denton purchasing
from Santa Rita, a portion of its necessary replacement power and energy requirements for a
contractual term of twenty (20) years fram the Commercial Operation Date, as provided in the
said Pawer Purchase Agreement; and that such Transaction invalves Denton's acquisitian of
reliable, cost-effective replacernent wind power and energy from Santa Rita; with no detriment to
the ratepayers of DME; and
WHEREAS, the City Council finds and concludes that a diversified portfolio of energy
resources is prudent cansidering the ever-changing present circumstances; and that Denton,
through its electric utility, DME, now pravides pawer fram multiple sources, including coal,
landfill gas, wind power, and solar power; and
WHEREAS, the City Council finds that the Transaction as provided by this ordinance,
will not irnpair the ability of Denton to comply with the provisians 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 has considered all proposals provided by other power providers
in Denton's Request For Proposals and finds and concludes that Santa Rita, should be selected
by Denton to provide a portion of Denton's power and energy needs in the form of wind-
generated energy far twenty (20) years; and
WHEREAS, Denton desires to enter into such other arrangements in support of the
Power Purchase Agreement (hereafter "PPA") with Santa Rita, which are incident and related ta
the said PPA, and to take such additional actions as the City Manager ar his designee, shall
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determine to be necessary and advisable to consummate and effectuate the matters set forth
herein; NOW, THEREFORE,
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SECTION 1. The recitations contained in the abave Preamble are incorporated herewith
and are considered ta 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 Power Purchase Agreement, by and
between the City of Denton, Texas and Santa Rita Wind Energy, LLC, a Delaware limited
liability company, under the terms and conditions set forth in Exhibit 66Ay99 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 Santa Rita's performance of this
Transaction, hereby appraves and authorizes the City Manager and the City Secretary, and their
respective designees, to approve and accept Letter(s) of Credit or Guaranty furnished Denton by
Santa Rita, in accordance with the PPA, said Letter(s) being drawn by Santa Rita an behalf of
Denton, as additional credit protection, under the terms and canditions being contained in
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 Dentan by or at the direction of the City Manager, or his
designee, shall constitute such approval.
S�C"�`IfJN �. 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
empawered to perforrn all such acts and obligations as required with respect to the Power
Purchase Agreement described herein.
�13� � I�l���. The Mayor, the City Manager, the City Attorney ar 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 ar their respective designees shall determine to be necessary or advisable to effectuate
the matters set forth herein, any such determinatian to be canclusively evidenced by the taking or
causing to be taken of such action ar the execution and delivery of any such document,
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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 af the faregoing 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. Irnmediately following the execution and delivery of the dacuments
described as the Power Purchase Agreement and all Guaranties and Letter(s) of Credit which are
incident to such PPA, as provided for in this ardinance, the City Secretary is hereby directed to
seal and maintain said documents in her custody and contral, as documents excepted from public
disclasure under the provisions af §552.133 of the Texas Government Code (the 66Public Power
Exceptian"); unless otherwise lawfully ordered to disclose said doctunents.
SECTION 9. This ordinance and all Exhibits and Attachments which are appended to
this Ordinance, the Power Purchase Agreement, and all Guaranties and Letter(s) af Credit
incident ta such PPA, shall nat be praduced for public inspection, but shall be sealed, as
provided for in Section 8 above.
SECTION _10. The expenditure of funds as provided far in this ardinance is hereby
authorized. �
SECTION 11. This ordinance shall become effective immediately upon its passage and
approval.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: _� _ �� ,���''`�� �' ��� �'' ''�� f �����'
aPPRovED as To LEGAL FoxM:
ANITA BURGESS, CITY ATTORNEY
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