The URL can be used to link to this page

19-2077• � � • � 1 � •�� • • � • � • � •� �: . � : < < r • • � � .,R � � � � �' . � � '., � � � � ...., � � ; � l .,: R�; � ! ,� t' � I � ` � � �., . � � 1.. � � �. � � '. a �; ♦ � R '� . ' ! � � ��. � � ��-. ♦ � � � �' � . .�. � � � � WHEREAS, the Parties have previously entered into the JOA, Amendment No, 1 to the JOA, and Arnendment No. 2 to the JOA; and r , . � . � . .+ �-� • - - ! ' - 1 . � - r-r, . � . !;� � � . •ii� �' � 1'. . � - � � f, r . . - � ''! ii ' � . � � � �, • ' � � # � � �� ' . ' �' � . • �, •. .. �� . �' � � ' � . ' � ' � �� # � �r �� •�� '� � � + � � • ' r � • ', • � �', � � ' ' � . � � • ', . � �' � � � � � '' � � • � � ! � , . � - . + #` ' . � � � w, . . � ' . �� •� . # ' � ' i ' � . � � . �� ' s � !�'� � � �'�- � • # �' �� ' . � � ' � � . . � ' # � �� "" �� . . . . � � - .� ' � � `'! � ',• . . . '� ! r 1 #•'`+ .'' . i •'! � �' '� ' ' . � WHEREA5, approval of this Amendment No. 3 to the JOA is the in the City's best interest; NOW, THEREFORE • • • � '• ` � •'�' . , _ �� , � .� , - . r • ' '. � � � � 1�- � - ' �'� � � • •' - �', • , � � ' � � ! `! . _� . � _ � � � . � •�., . # � � � �� - '� a� 1► � * •' . '' . • ' � ' ' ' ' ' � ' � 1 . . , , The motion to approve this ordinance was made by �'� �� the ordina c�e was ��as ed and a�� - and seconded bY __ �� ",��m.��"��q�r` ...m.,...... --- -, P Pprove by the following vote [ rJ -,0 ]: , ��,�.� - �� . . - � . . �� ':.:r.� r. , i'� . ,- � � R I� '.. � � �. � . �.. ♦ i � ♦. � � �. .. � � . � .. ! � � '. ♦ � � �' . �4 �� Nay Abstain Absent PASSED AND APPROVED this the ��p�� ,��° of ��,�„��"��„�"�� ,�u 2019�„ �� ' � �4 �� m ,. . __ _ �`� ... ��.�� .__. ... _. ...._.� CHRIS "��TTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY � � BY: `� ' � ��.m� .��, APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �� ..� BY� .. . °�'� �� n�� ;w�- .....��,. J ,� % �, i��, ; �;( � � �I ��lu� III� I ��I ��'' - - � ; , AMENDMENT NO. 3 TO THE JOINT OPERATING AGREEMENT BETWEEN TEXAS MUrTICIPAL POWER AGENCY �AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS GTTY OF GA,RLAND, TEXAS CITY OF GREENVILLE, TEXA,S This Amendment No. 3("Amendment No. 3'�, effective as of the date set forth below, to the Joint Operating Agreement, effective September 1, 2016, as amended by Amendment No. 2 (the "JOA" or the "Joint Operating Agr�xr��.�t"), is made and entered into between the Texas Municipal Power Agency ("TMPA" or "Agency"), a municipal corporation and political subdivision of the State of Texas established pursuant to the provisions of Chapter 163 of the Texas Utilities Code, and the City of Bryan, the City of Denton, the City of Garland, and the City of Greenville, Texas (herein collec6vely "Cities" or individually "City"), each of which cities is a municipal corporation of the State of Texas, a home rule city, and a Participating Public Entity in TMPA (collectively, the "Parties"). Capitalized terms used in this Amendment No. 3 not otherwise defined herein shall have the definition set forth in the JOA. WITNESSETH: W�iEREAS, the Parties have previously entered into th,e 70A; and WHEREAS, Amendment No. 1 provided that Amendment No. 1 would have no force or effect if the C�eneration Asset Sale, as de�ned in and contemplated by Amendment No. 1, is terminated or does not close; and WHEREAS the Generation Asset Sale, as contemplated by Amendment No. 1, did not close, and therefore, by the terms thereof, Amendment No. 1 is of no force and effect es of the Effective Date of Am��tti�a�� No, 2; and WHEREAS, the Parties agreed to Amendment No. 2 to accomplish certain purposes, to- wit: to (l) provide for the sale of portions of TNIQA's Transmission System, in a piecemeal manner, but subject to certain bond covenanfis described below that govern the sale of portions of the Transmission System and (2) correct and clarify certain provisions of the JOA that pertain to Mine Reclamation Bonds; and Page 1 of 7 WHEREAS, this Amendment No. 3 is intended, among other changes, (i) to define those matters comprising the Generation Business from and after the expiration of all Power Sales Contracts and to identify the Participadng Public Entities that are entitled to vote on such matters (u) to exempt financial commitments relating to mine reclamation bonding from the requirement to obtain approval of all Participating Public Entities relating to certain budget increases, and (iii) to a11ow for the sale of mine tracts under mine reclarnation bonding provided reclamation easements, leases, or other properiy rights are reserved to enable TMPA to complete reclamation and obtain release firom bonding requirennents; and WHEREAS, this .��a��3r�a�nt No. 3 shall be deemed delivered and effective, assuming the approval end execution of identical resolutions by each of the Parties, on the date that this Amendment No. 3 is executed by the last Party to do so, being the "Effective Date" of this Amendment No. 3; at�d NOW, TIiEREFORE, in consideration of the recitals set forth above, the mutual covenants, benefits, agreements and obligations of the Parties, as set forth herein, the Parties, each intending to be legally bound, agree ss follows: Section 1. Section 5.5 of the JOA is hereby amended to read as follows: SECTION 5.5. DECOMMISSIONiN(� RESCRVE ACCOCTNT. A Decommissioxung Rese�rve Account is to be established and held in escrow in the name of TMPA pursuant to a Decommissioning Escrow Agreement substantially in the form attached hereto as Schedule F. As provided in ��ta�a�� w��"."�� ,�"�, �.� ,��G �.4 of this Agreement, as net funds become available for application to the Decammissioning Reserve Account, such funds shall be applied to this account as necessary to establish a maximum account balance of Thirty Million ($30,000,000.00) dollars, or such other amount as determined by a Super-Majority Vote o£ the TMPA Boazd for the Generation Business composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency. For purposes af any decisions regarding the Decommissioning Reserve Account, the TMPA Board for the Generation Business shall be composed of the board members appointed by all Participa6ng Public Entities of the Agency having an interest in the Generation Business assets of the Agency. A board member shall not be disqualified from deliberating and voting on a matter regarding the Decommissioning Reserve Account on the grounds that the Participating Pubiic Entity that appointad the board member has exited a business category, including the Generation Business category. Funds in the account shall be applied to the purposes specified in 5.5.3. Section 2. Section 5.5.1 of the JOA is hereby amended to read as follows: SECTION 5.5.1. DECOMMISSIONTNG RESERVE ACCOUNT BALANCE. In setting the account balance, to the extent the fair market value of the Mining Assets held by TMPA exceeds any remaining System Debt or New Debt in the Mining Business, such net fair market value shall be�d�� to the cash ftinds held in the account, such that the account balance is the sum of the net fair mazket value of the Minung Assets plus the cash funds in the account. The fair market value c��`t�� 9��ma.�,� ,��ets ��1 �� :��a�k�� by a third ��tY ��r��i,sal, to be conducted �rat�ia� �ne- k�a��c��r� ci��t� (�80) ci,a�� r�" �� i��ad.�a�� of this ��,x°�°�rra�zat, Subsequent apprais�� s��'l be Page 2 of 7 conducted no less frequently than every third year, or upon request of a majority of the 'I'MPA Board for the Generation Business, composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency. Section 3. Secdon 5.5.5. of the JOA is hereby amended to read as follows: SECTION 5.5.5. DISTRIBUTION OF EXCESS FUNDS IN DECOMMISSIOI�IING RESERVE ACCOLJNT. In the event the 'ITvIPA Board for the Generation Business, composed of the board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency, determines the Decommissioning Reserve Account has funds in excess of costs identified in Section 5.4, then the excess shall be applied to the purposes and in the order stated in Section 5.4. Section 4. Subsection 2.6.2.4 is annended to read as follows: 2.6.2.4. LIMITATIONS ON BUDGET INCREASES. To the extent the budget, for a business category, together with any ��a�ent, would require the issuance of New Debt by the Agency (other than Transmission Debt}, or cause the annual budget or charges to the Participating Public Entities, excluding fuel and debt service on Transmission Debt, to increase by more than 20% compared to the previous year's budget or charges, excluding fuel and debt service on Transmission Debt, Approval of all Participatmg Public Entities in that business category shall be raquired. This subsection shall not apply to the costs and debt service of any Mine Reclamation Bonds, surety bonds, banking agreements, letters of credit, or other financiel coa��t��nt related to providing financial security or assurance for the TMI'A's mine reclamation responsibilities. Section 5. Subsection 3.2.3 of the JOA is amended to read ss follows: �.�.�, �'.��? ��' ��G ��`I°�. The �t�,,��t�cy may ��ll i��,i�� :��, �i4�+�r ��,�al or `�ra �a� ��a,��t�� r� ��a te�rn�a,�s �� r�� be a�r��i by the '�"��",� �r��a�. ��" � �� ra�� N�ing sold or exchenged is subject to reclamadon bonding, TMPA may zeserve in the conveyaace a recl��aon ��rr�e,�tm ��, a�r a��i��° ��arc��y ��.t �� .c:��sary to enable '�" � to co��t� recl�a��ion �ra� �b��;�;� r�%�� "r�a�a� �•��m�N,i�a�� k��aa��. �.i1 net funds recea�� r�m the s�.l� c��" the Mining Assets after payment of any costs of reclamation shall be placed into a M�TING RESERVE ACCOLTNT to be held by the Agency, with the proceeds to be used for the following purposes, in the priority stated: (1) First priority — for the payment of any System Debt, including any commercial paper att�u�u��%le to the System; (2) Second — for the payment of New Debt, if any, in.curced in the Mining Business; (3) "�"��a��i w�� ,� ��c��w��i�s.i�a�airs� Reserve Account described in Section 5.5, as necessary to estt�i�l��»�� ,�t�c�ra�� 1��+�� , �� nount stated in Section 5.5, or such other amount as determined by the unanimous A�proval of all Participadng Public Entities; Page 3 of 7 (4) Foutth - to the funding of the Indemnity Reserve Account described in Section 6.5, as necessary to establish an account balance as stated in Section 6.5, or such other amount as determined by the unanimous Approval of all Participating Public Entities; (5) Fifth — the remaining proceeds shall be distributed to the Participating Public Entities according to the applicable £ormula set forkh in Section 2.4. Section 6. Section 5.1 is amended by adding Subsection 5.1.4 to read as follows: 5.1.4 GOVERNANCE OF O�ENERATION BUSTNESS MATTERS UPON TERM]NATION OF SALES OF POWER AND ENER(�Y. Upon the cessation of the production of power and energy under Section 5.1.2, or upon expiration of the Power Sales Contracts of all Participating Public Entities, for purposes of any decisions regarding the Generation Business or Generation Business assets, including any decision regarding the Decommissioning Plan and Decommissioning Reserve, (i) the TMPA Boaxd for the Generation Business shall be composed of tlne board members appointed by all Participating Public Entities of the Agency having an interest in the Generation Business assets of the Agency and (ii) such board members shall not be obligated to recuse themselves from deliberating and voting on such matters, except as required by law. Without limiting the foregoing, a board rrxeznber shall not be disqualified &om deliberating and voting on a mattex regarding the Decomrnissionin� Plan, the Decommissioning Reserve Account, or sales of Generation Business assets on the grounds that the Paxticipating Public Entity that appointed the board member has exited a business category, including the (�eneration Business category. Section 7. Secdon 2.1 is amended to read as follows; SECTION 2.1. ORC3ANTZATION OF AGENCY FUNCTIONS. The operations of Agency shall be organiud into three business categories: (1} ��c��c��°sta��a -- �c�c�sis�i�� ` �� rat��a �c� management of the Glibbons Creek Steam Elecl:ra� �l��at �r�� 1�� t�a� ��w�x° �t��r�� i�r �lr� plant to the Parkicipating Public Entities, and u�a�� +��ai�•�� r�` �ll, �'��ar+�;r .��lc�� +��r��^�, �tA matters relating to the Decomnnissioning Plan, t�c� ��z�a��a�ni�a� ��n�� c�. il�..� s-;�� r�� G��e��-��,on Business assets, (2) Mining — consisting of the operation and raanagement of real property associated with the Agency's lignite mining property, and (3) Transmission — consisting of the operation and management of Transmission Facilities. Section 8. OTHER AGREEMENTS. (a) All other terms and condi6ons of the Joint Operating Agreement shall remain in full force and effect except as modified herein. (b) This Amendment No. 3 shall terminate on the same date tb,e Joint Operating Agreement tetminates. Page 4 of 7 (c) Each Party warrants that all necessary actions have been taken to make this Amendment No. 3 a binding amendment, including TMPA Board or city council action, as applicable. (d) This Amendment may be executed in multiple counterparts, each of which shall constitute an original but both or all of which, when taken together, shall constitute but one instrument. This Amendment No. 3 may be delivered by the exchange of signed signature pages by facsimile transmission orby attaching a pdf copy to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 to Joint Operatiag Agreement, to be effective upon the Effective Date as set forth in the Recitals. TEXAS MU1vICIPAL POWER AGENCY By: �_��'� � .mm�._�.�..:.�..� Name: �Q h � �� _ _ _ �,.n.,�._..,�..._�__��.�__�.�..� �. Title: � /' / / Date: Approved as t�"`�`��: "�,,� �""" Counsel for Texas �a�u��ua�� Agency CITY OF BRYAN, TEXAS gy. Name: Title: Date: Attest: Approved as to form: Counsel for the City of Bryan, Texas Page 5 of 7 CIT � Nan Title: �� '�'�"� Date: �'�g D � , �� "/ � Attest: Approved as to form: '��y m�� Counsel for the City m� CITY OF GARLAND, TEXAS sy: � Name: Title: Date: Attest: CITY OF GREENVII.LE, TEXAS BY� _�_�� _ Name: Title: Date: Attest: Page 6 of 7 A'I"TEST: ��T1' SECRETA.RY CI'�1' OF �� ""��", �� BY: � � .�. � � ,� ��,,m,.�_ � ,; lf � .�� ' �d � G US, acting oa behalf of the Cx�y of Greenville pursnant to xts Charter By, Name: Title: C°r of the Board of tees of the Electrxc Unlity Board Date: � �