2009-322
ORDINANCE NO. 2009-,--1,22
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A SETTLEMENT AGREEMENT ON BEHALF OF THE CITY
OF DENTON, TEXAS REGARDING A SETTLEMENT OF THE TEXAS MUNICIPAL
POWER AGENCY LITIGATION NOW PENDING IN TRAVIS COUNTY AND GRIMES
COUNTY, TEXAS AND THE PROCEEDINGS NOW PENDING AT THE PUBLIC
UTILITIES COMMISSION OF TEXAS; EMPOWERING THE CITY MANAGER TO
EXECUTE ANY AND ALL DOCUMENTS AS ARE NECESSARY IN FURTHERANCE
AND SUPPORT OF SAID AGREEMENT; PROVIDING AN EFFECTIVE DATE.
WHEREAS, after considering all of the relevant factors, including the viability of
Texas Municipal Power Agency entity as a whole, the issues involved in the litigation, the
financial outlook of Texas Municipal Power Agency, the City Council deems that it is
appropriate to approve a settlement agreement by and between Texas Municipal Power
Agency, the Cities of Bryan, Denton, Garland and Greenville, Texas, which agreement is
entitled "Global Compromise Settlement Agreement Regarding Certain Litigation,
Administrative Proceedings, and Other Disputes among and between the City of Bryan,
Texas, the City of Denton, Texas, the City of Garland, Texas, the City of Greenville, Texas,
and the Texas Municipal Power Agency" (hereafter the "Agreement"); and
WHEREAS, the Agreement provides among other things, for a dismissal with
prejudice to the refiling of the suits and proceedings, as to all of the remaining lawsuits and all
of the Public Utilities Commission of Texas administrative proceedings pending by and
between, and involving Texas Municipal Power Agency and the four member cities, including
the City of Denton; and
WHEREAS, the City Council finds that this Agreement is in the best interests of the
residents of the City of Denton, Texas, and should therefore be approved. NOW
THEREFOR;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: The preamble to this ordinance is incorporated herewith by reference as
a part of this ordinance.
SECTION 2: The City Manager is hereby authorized by the City Council to execute
the "Global Compromise and Settlement Agreement Regarding Certain Litigation,
Administrative Proceedings, and Other Disputes among and between the City of Bryan,
Texas, the City of Denton, Texas, the City of Garland, Texas, the City of Greenville, Texas,
and the Texas Municipal Power Agency" (hereafter the "Agreement"); which Agreement is
attached hereto as Exhibit "A" and incorporated herewith by reference.
SECTION 3: Provided however, the approval of this ordinance by the City of
Denton, Texas is expressly conditioned upon the acceptance and approval, by the governing
1
bodies of Texas Municipal Power Agency and the governing bodies of the Cities of Bryan,
Garland and Greenville, Texas.
SECTION 4: The City Manager is authorized to sign all documents necessary to
perform the Agreement, including the expenditure of funds as necessary and as provided in
associated documents in the Agreement.
SECTION 5: This ordinance shall become effective immediately upon its passage
and approval; subject however, to the acceptance of the Agreement by the governing body of
Texas Municipal Power Agency and the governing bodies of the Cities of Bryan, Garland and
Greenville, Texas.
SECTION 6: The City Secretary, upon proof of acceptance of the Agreement by all
of the other parties listed in Section 5 above, shall provide a signed, attested copy of said
Agreement to the Texas Municipal Power Agency, Carlos, Texas.
PASSED AND APPROVED this the 15dday ofl'~ff/ ZIA W , 2009.
MARK . A GH MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: Q~
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: CA
2
GLOBAL COMPROMISE SETTLEMENT AGREEMENT REGARDING CERTAIN
LITIGATION, ADMINISTRATIVE PROCEEDINGS, AND OTHER DISPUTES
AMONG AND BETWEEN THE CITY OF BRYAN, TEXAS, THE CITY OF DENTON,
TEXAS, THE CITY OF GARLAND, TEXAS, THE CITY OF GREENVILLE, TEXAS,
AND THE TEXAS MUNICIPAL POWER AGENCY
This Global Compromise and Settlement Agreement (the "Agreement") is made and entered into
as of the Effective Date provided below by, between, and among the City of Bryan, Texas, the City
of Denton, Texas, the City of Garland, Texas, the City of Greenville, Texas, and the Texas
Municipal Power Agency (collectively, the "Parties").
Section 1. Definitions.
Unless otherwise and elsewhere defined in this Agreement, as used herein:
"Bryan" means the City of Bryan, Texas, a home-rule municipality generally located in Brazos
County, Texas which operates an electric utility known as "Bryan Texas Utilities". The term
"Bryan" is intended to include and bind "Bryan Texas Utilities".
"City" means either Bryan, Denton, Garland, or Greenville, individually, as the context may require.
"Cities" means Bryan, Denton, Garland, and Greenville, collectively.
"Denton" means the City of Denton, Texas, a home-rule municipality generally located in Denton
County, Texas which operates an electric utility known as "Denton Municipal Electric". The term
"Denton" is intended to include and bind "Denton Municipal Electric".
"Garland" means the City of Garland, Texas, a home-rule municipality generally located in Dallas
County, Texas which operates an electric utility known as "Garland Power and Light". The term
"Garland" is intended to include and bind "Garland Power and Light". .
"Gibbons Creek" means TMPA's Gibbons Creek Steam Electric Station located in Grimes County,
Texas.
"Greenville" means the City of Greenville, Texas, a home-rule municipality generally located in-
Hunt County, Texas with a fully-autonomous electric utility system, known as "GEUS", governed
by a board of trustees. The term "Greenville" is intended to include and bind "GEUS".
"Litigation" means those cases, administrative proceedings, and other related matters and disputes
described on Exhibit "A" to this Agreement.
"PCRRs" means pre-assigned congestion revenue rights.
"Points of Delivery" means the ERCOT settlement points for the respective Cities.
TMPA Global Settlement Agreement PAGE 1
"Proportionate Share" means the contract percentage of each City as set out in Section 3(a)(2) of the
PSC, as such percentages may be amended from time-to-time.
"PSC" means, collectively, those identical power sales agreements entered into by and between
TMPA and each City, dated September 1, 1976, as subsequently amended by identical amendments
to the four power sales agreements.
"Refundable Generation Related Debt" means the following amounts of TMPA's subordinate lien
bond series: Series 2003 ($56,935,000), Series 2004 ($77,335,000) and Series 2004A ($61,385,000).
"Scrubber Project" means the scrubber,refurbishment project to control emissions of sulphur dioxide
and mercury at Gibbons Creek, as contemplated by TMPA resolutions establishing the Scrubber
Project Budget.
"Scrubber Project Budget" means the capital budget in the amount of $98,500,000 approved by the
Board of Directors of the TMPA through the adoption of Board Resolutions 2008-1-10, 2008-7-2,
2008-9-2 and 2009-74, to fund a scrubber refurbishment project at Gibbons Creek.
"TMPA" means the joint powers agency known as the Texas Municipal Power Agency, a municipal
corporation and political subdivision of the State of Texas and a body politic and corporate, created
pursuant to the provisions of the Texas Utilities Code, Chapter 163, Subchapter C.
"Transmission Financing Program" means a program to issue debt for the purpose of financing or
refinancing TMPA transmission facilities or indebtedness incurred to finance such facilities, which
program may be initially secured by revenues received from the Cities pursuant to the PSC but upon
the date of termination of the PSC will be secured by all or part of the transmission revenues of
TMPA.
Section 2. Settlement of Litigation. (A) This Agreement is the result of a compromise of disputed
claims and nothing contained herein shall be deemed to be or construed as an admission of liability
by or on behalf of any of the Parties, their agents, employees, elected or appointed officials or
representatives (all such liability being expressly denied by the respective parties) or an admission
of the truthfulness of any of the allegations made by any party with respect to any aspect of the
Litigation. Rather, the Parties expressly acknowledge that the compromise represented by this
Agreement has been made in order to avoid the expense and inconvenience of further litigation, to
advance the interests of each respective party and the common interests of the Parties, and because
the Parties desire to settle the Litigation and all other disputes and controversies relating to the
Litigation in the manner as described in this Agreement.
(B) The Parties agree to settle the Litigation in the following manner, and to take, forego or pursue
such further acts in good faith as may be necessary to fully effectuate the settlements as
contemplated by this Agreement.
(1) The Parties agree that the PSC remains in effect and is unchanged by this Agreement.
TMPA Global Settlement Agreement PAGE 2
The Parties agree that, pursuant to the terms of this Agreement, no debt shall be
issued, nor any other action taken, by the Parties that would extend the term of the
PSC beyond September 1, 2018, unless such extension is approved by all of the
governing bodies of each of the Cities.
(2) The Parties agree that, through September 1, 2018, but not beyond such date, TMPA
shall include in the Annual System Costs the actual costs associated with delivery
of power from Gibbons Creek to the Points of Delivery, and may include such costs
in its calculations of rates to be charged the Cities. The Parties further agree that
after September 1, 2018 and for the remaining life of Gibbons Creek, absent an
agreement by the Parties to the contrary, each City and GEUS shall pay individually
all costs associated with delivery of power from Gibbons Creek to each City's points
of delivery and shall not seek reimbursement of such costs from TMPA; and any
rates charged by TMPA for power or energy shall exclude transmission costs.
(3) The Parties agree that, in any action before the PUC, the Cities agree to'support the
position that, through September 1, 2018 but not beyond such date, TWA will be
responsible for paying the transmission costs associated with delivery of Gibbons
Creek power to each City's Point of Delivery. The Cities agree to support the
retention of PCRR's as long as they are a necessary component of nodal market.
(4) The Parties agree that TMPA's existing generation-related debt shall be retired as
presently scheduled, i.e., by September 1, 2018; provided, however, that such debt
may be refinanced, but any refinancing of such debt shall not extend its maturity
beyond September 1, 2018, unless such extension is approved by all ofthe governing
bodies of each of the Cities.
(5) The Parties agree that any future refinancing ofTMPA's existing generation-related
debt shall be for the purpose of interest rate savings only and such refinancing shall
be pursued without the need for early or short calls.
(6) By May 1, 2010, each City shall individually provide to TMPA the funds necessary
to pay each City's Proportionate Share of the Scrubber Project, such Proportionate
Share being applied to the Scrubber Project Budget; TMPA shall apply such funds
to provide additional capacity to its commercial paper program, with such additional
capacity provided by such funds to be used solely for the purpose of issuing notes
maturing on or before September 1, 2018; and the Parties further agree that TMPA
shall issue no debt associated with the Scrubber Project or any commercial paper
notes nor refund any such debt unless such debt, notes or refunding bonds mature on
or before September 1, 2018.
(7) By May 1, 2010, each City shall individually provide to TMPA the funds necessary
to pay each City's Proportionate Share of the Refundable Generation Related Debt;
TMPA shall apply such funds to redeem the Refundable Generation Related Debt
TA1PA Global Settlement Agreement PAGE 3
within 90 days of the date any City issues debt for such purpose.
(8) The Parties agree that TMPA shall use its best efforts to implement a Transmission
Financing Program that retains the present September 1, 2018 maturity date for all
transmission debt associated with the return on investment on deferred assets as
authorized in PUC Docket 21711, and that authorizes the refinancing of all other
TMPA debt issued to finance or refinance TMPA transmission facilities, but only if
such plan can be accomplished without extending the term of the PSC beyond
September 1, 2018 and jeopardizing the Cities' rights to PCRRs. In connection with
the establishment of the Transmission Financing Program, a facilitating amendment
shall be made to the PSC; and
(9) The Parties agree that any future financing necessary for the operations of TMPA
other than transmission debt described in Paragraph 8, shall be in the form of debt
issued by each City in the same manner as the Scrubber Project and in the amount
of each City's Proportionate Share. In the alternative, TMPA may issue debt with
the approval of the governing body of each City, other than transmission debt
described in Paragraph 8, provided the maturity date of such debt does not extend
beyond September 1, 2018.
(10) No City shall sell, fail to purchase, or otherwise fail to utilize its PCRRs in a manner
that minimizes TMPA's nodal delivery costs.
(C) Following the execution of this Agreement:
(1) The governing bodies of each of the Cities shall timely approve and execute such
agreements, ordinances, and/or resolutions as are necessary to permit and facilitate
each City to individually provide its Proportionate Share of financing for the
Scrubber Project and its Proportionate.Share of the Refundable Generation Related
Debt;
.(2) The Board of Directors of TMPA shall timely adopt a resolution in which TMPA
agrees to apply all funds received from the Cities for the purpose of funding City
contractual obligations owing with respect to the Refundable Generation Related
Debt to redeem such debt; and
(3) The Board of Directors of TMPA shall timely adopt a resolution in which TWA
agrees to apply all funds received from the Cities for the purpose of financing the
Scrubber Project to create capacity in TMPA's commercial paper program to be used
to fund the cost of the Scrubber Project.
(D) Upon the approval of this Agreement by the Board of Directors of TMPA and the governing
bodies of each of the Cities and the Parties' subsequent approval of all the resolutions, ordinances,
agreements and other documents referenced in (C)(1).- (3) above, (i) the matters referenced in -
TMP.4 Global Settlement :agreement PAGE 4
Exhibit "A" shall be disposed of in accordance with the agreed disposition contained in Exhibit "A",
with each party bearing its own costs and attorneys' fees; (ii) the rate appeals of the City of Bryan
under Section 7 of the PSC shall be deemed resolved; and (iii) TMPA shall repeal Resolution Nos.
2008-9-1, 2008-9-31, 2008-10-1, 2008-10-25 and 2009-2-1.
Section 3. Attorney's Fees. Should a party to this Agreement commence legal proceedings against
another party or the Parties to enforce the terms and provisions of this Agreement, the party losing
in such legal proceedings shall pay the reasonable attorneys' fees and expenses (including, but not
limited.to expert witness fees and deposition expenses) of each party prevailing in such legal
proceedings.
Section 4. No Assignment. No party shall have the right to assign that party's interest in this
Agreement without the prior written consent of all of the Parties. Each party represents and warrants
to each and all of the other Parties that it has not assigned, transferred or conveyed in any manner
its claims that are being settled in this Agreement.
Section 5. Severability. If any term or provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this
Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable
term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable
term or provision as similar as possible to the term or provision declared illegal, invalid or
unenforceable.
Section 6. Waiver. A party shall have the right to waive any requirement contained in this
Agreement that is intended for the waiving party's benefit, but, except as otherwise provided herein,
such waiver shall be effective only if in writing executed by the party for whose benefit such
requirement is intended pursuant to an authorizing resolution adopted by the governing body of the
respective party. No waiver of any breach or violation of any term of this Agreement shall be
deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or
subsequent, and whether of the same or of a different type of breach or violation.
Section 7. Governing Law. This Agreement and all of the transactions contemplated herein shall
be governed by and construed in accordance with the laws of the State of Texas. The provisions and
obligations of this Agreement are performable in Travis County, Texas such that exclusive venue
for any action arising out of this Agreement shall be in Travis County, Texas.
Section 8. Paragraph Headings; Construction. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of
the various and several paragraphs hereof. The parties have all participated in the negotiation and
preparation ofthis Agreement, have obtained and considered the advice of counsel in its preparation,
and accordingly agree that this Agreement shall not be construed either more or less strongly against
or for any party.
TMPA Global Settlement Agreement PAGE 5
Section 9 . Binding Effect. Except as limited herein, the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of the Parties and their respective heirs, devisees,
personal and legal representatives, successors and assigns.
Section 10. Gender. Within this Agreement, words of any gender shall be held and construed to
include any other gender, and words in the singular number shall be held and construed to include
the plural, unless the context otherwise requires.
Section 11. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which shall constitute but one and the same instrument.
Section 12. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
Section 13. Computation of Deadlines. If any deadline contained herein ends on a Saturday,
Sunday or a legal holiday recognized by the Texas Supreme Court, such deadline shall automatically
be extended to the next day that is not a Saturday, Sunday or legal holiday.
Section 14. Entire Agreement. It-is understood and agreed that this Agreement contains the entire
agreement between and among the Parties and supersedes any and all prior agreements,
arrangements or understandings between or among the Parties relating to the subject matter. No oral
understandings, statements, promises or inducements contrary to the terms of this Agreement exist.
This Agreement cannot be changed or terminated orally and no written modification of this
Agreement shall be effective unless executed by each and all of the Parties pursuant to an
authorizing resolution adopted by the governing body of the respective party.
Section 15. Relationship of Parties; No Third-Parry Beneficiaries. Nothing contained in this
Agreement shall be deemed or construed by the Parties or any of them, or by any third party, to
create the relationship of principal and agent or of partnership, joint venture, or employment, it
being expressly understood and agreed that no provision contained in this Agreement nor any act
or acts of the parties hereto shall be deemed to create any relationship between or among the Parties
other than the relationship of independent parties contracting with each other solely for the purpose
of effecting the provisions of this Agreement. No party has the authority to enter into contracts or
to assume any obligation for the other, nor to make warranties or representations on behalf of any
other except in accordance with the express terms of this Agreement or as otherwise authorized in
writing by each of the other Parties pursuant to an authorizing resolution adopted by the governing
body of the respective party. There are no third-party beneficiaries to this Agreement and no third-
party beneficiaries are intended by implication or otherwise.
Section 16. Authority to Execute. Each party mutually represents and warrants to each and all of
the other Parties that the individual signing this Agreement on its behalf has complete and full
authority to act on behalf and to fully bind that party to the terms of this Agreement.
[Execution Pages Follow]
TMPA Global Settlement.4greement PAGE 6
EXECUTED on the dates indicated below but deemed to be effective as of the date this Agreement
is signed by the last party to do so (the "Effective Date").
BRYAN:
By:
Name:
Title:
Date:
TA1PA Global Settlement,4greement PAGE 7
DENTON:
By:
Name: ~F02GE ~i~/j1P/~~L
Title: C1 7-V 1;1,41V!4C•rE1Z
Date: 12 1!5 /zpp ei _
,
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
} 4 t
By:-,
.
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:.
TMPA Global Settlement Agreement PAGE 8
GARLAND:
By:
Name:
Title:
Date:
TMPA Global Settlement Agreement PAGE 9
GREENV LLE:
By:
Name:
Title:
Date:
TMPA Global Settlement Agreement PAGE 10
TEXAS MUNICIPAL POWER AGEN Y:
By:
Name: Tom Jegeri
Title: President, oard of Directors
Date: December 10, 2009
TMPA Global Settlement Agreement PAGE 11
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