2012-359
s:llegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.docx
ORDINANCE NO. 2012-359
AN ORDINANCE GRANTING TO ONCOR ELECTRIC DELIVERY COMPANY LLC A
NON-EXCLUSIVE FRANCHISE FOR THE PURPOSE OF CONSTRUCTING,
MAINTAINING, AND USING AN ELECTRIC DELIVERY UTILITY SYSTEM IN THE
CITY OF DENTON; REGULATING THE CONSTRUCTION WORK DONE BY THE
GRANTEE IN THE CITY; REQUIRING JOINT USE OF POLES, TRENCHES, AND
CONDUITS IN CERTAIN INSTANCES; PRESCRIBING THE RELATIONSHIP AND
RELATIVE RIGHTS BETWEEN GRANTEE AND OTHERS WITH RESPECT TO
CONSTRUCTION IN THE CITY AND LOCATION OF FACILITIES; PRESCRIBING THE
DUTIES, RESPONSIBILITIES, AND RULE MAKING AUTHORITY OF THE CITY
MANAGER AND THE CITY WITH RESPECT TO ADMINISTRATION OF THIS
FRANCHISE; REQUIRING CERTAIN RECORDS AND REPORTS AND PROVIDING FOR
INSPECTIONS AND LOCATION OF PRINCIPAL OFFICES; RESERVING TO THE
GOVERNING BODY OF THE CITY THE RIGHT TO SET CHARGES AND RATES OF
GRANTEE; PROVIDING THE RIGHTS AND RESPONSIBILITIES OF THE GOVERNING
BODY IN SETTING THE RATES; PROVIDING FOR ENFORCEMENT OF THE
FRANCHISE; PRESCRIBING THE COMPENSATION TO THE CITY FROM THE
GRANTEE FOR THE FRANCHISE PRIVILEGE; PROVIDING FOR ASSIGNMENT OF THE
FRANCHISE; PROVIDING INDEMNITY OF THE CITY AND ITS EMPLOYEES;
PROVIDING FOR GOOD FAITH EFFORT; PROVIDING FOR INSURANCE; SETTING
FORTH THE TERM OF THE FRANCHISE AND ITS RENEWAL; REPEALING
ORDINANCE NO. 2001-405 AS AMENDED; PROVIDING FOR ACCEPTANCE OF THE
FRANCHISE BY GRANTEE; FINDING THAT THE MEETING AT WHICH THIS
ORDINANCE IS PASSED IS OPEN TO THE PUBLIC; PROVIDING FOR SEVERABILITY;
AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. GRANT OF AUTHORITY.
There is hereby granted to Oncor Electric Delivery Company LLC, its successors and
assigns, (herein called "Company") the non-exclusive right, privilege, and franchise to construct,
extend, maintain and operate in, along, under and across the present and future streets, alleys,
highways, public utility easements, and public ways ("Public Rights-of-Way") of the City of
Denton, Texas, (herein called "City"), electric power lines, with all necessary or desirable
appurtenances (including underground conduits, poles, towers, wires, transmission lines and
other structures, and telephone and communication lines for Company's own use) ("System") for
the purpose of delivering electricity to the City, the inhabitants thereof, and persons, firms and
corporations beyond the corporate limits thereof, for the term set out in Section 16.
The franchise granted herein is not exclusive and nothing herein contained shall be
construed so as to prevent the City from granting other like or similar rights, privileges and
franchises to any other person, firm or corporation.
SECTION 2. CITY AUTHORITY; DELEGATION.
(a) The City Manager of the City of Denton or designee, if any (City Manager), is the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 1
s:llegal\our documents\ordinances\12\ordinance - denton's franchise final 10-2-12.docx
principal City officer responsible for the administration of this franchise and shall oversee and
review the operations of Company under this franchise. The City may delegate to the City
Manager the exercise of any of the powers conferred upon the City by its charter or by law
relating to supervising Company in the exercise of the rights and privileges herein conferred,
including calculation of payments due to the City under this franchise or state law. The City
Manager shall have the authority to make and publish, after notice to those affected and an
opportunity to submit written comments, such rules and regulations necessary to carry out the
duties and power conferred upon the City Manager.
(b) The governing body of the City reserves to itself exclusively the power to
establish policy, and to fix and regulate the general charges, rates, and services of the Company,
to the full extent that such power is provided in the charter, this franchise, and state law. The
City Manager shall have the authority to make and publish, after notice to those affected and an
opportunity to submit written comments, such rules and regulations as necessary to assist the
governing body of the City in exercising its reserved powers.
(c) The City and the City Manager shall have full authority to administer this
franchise and to keep fully informed as to all matters in connection with or affecting the
construction, reconstruction, maintenance, operation, and repair of the properties of the
Company's System within the City's Public Rights-of-Way. Irrespective of whether City retains
original jurisdiction over the rates and services of Company, the City and the City Manager shall
maintain full authority to administer this franchise and to oversee and review the operations of
the Company pursuant to the terms of this franchise.
(d) The City Manager shall provide written notice to the Company of any designee
contemplated by this section. The City Manager may limit, change, or revoke such designation at
will by service of written notice to the Company. Such designation, limitation, change or
revocation shall not be effective until service of written notice thereof on the Company, except
that changes due solely to succession in office or position of a City officer or employee shall
become effective immediately and the City shall serve written notice thereof on the Company
within a reasonable time.
SECTION 3. REGULATION BY CITY & PLACEMENT OF COMPANY
FACILITIES.
(a) Work done in connection with the construction, reconstruction, maintenance,
repair or operation of the Company's System shall be subject to and governed by all valid and
enforceable ordinances, laws, rules, and regulations of the City and the State of Texas. To the
extent that such City ordinances rules and regulations conflict with specific provisions of this
Franchise, the Franchise provisions apply, to the extent allowed by law.
(b) Nothing herein shall be deemed a waiver, release or relinquishment of either
party's right to contest, appeal, or file suit with respect to any action or decision of the other
party, including ordinances adopted by the City that Company believes are in violation of any
federal, state, or local law or regulation. The City will endeavor to provide Company notice and
opportunity to review and comment upon proposed ordinances relating to the Public Rights-of-
Way.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 2
I
sAlegal\our documents\odinances\12\ordinance - denton's franchise final 10-2-12.doex
(c) The governing body of the City may require Company from time to time to place
certain facilities underground. If the governing body of the City so requires placement of
facilities underground, adequate provision shall be made to compensate Company for the
increased costs involved.
(d) In accordance with direction given by the authority of the governing body under
the police and regulatory powers of the City, the placement of poles and excavations and other
construction in the Public Rights-of-Way shall interfere as little as practicable with the use of the
streets, sidewalks, and alleys. Company has the right to request City Council review of this or
any actions concerning Company use of the Public Rights-of-Way.
(e) Company shall construct its facilities in conformance with the applicable
provisions of the National Electric Safety Code.
SECTION 4. CONSTRUCTION AND MAINTENANCE; EXCAVATION.
(a) Except in an emergency, the Company shall comply with applicable City
ordinances and rules pertaining to notification, when excavating in any Public Rights-of-Way.
The City shall be notified as soon as practicable regarding work performed under emergency
conditions and Company shall comply with the City's reasonable requirements for restoration of
the excavated area.
(b) City shall have the ability at any time to require Company to repair, remove or
abate any distribution pole, wire, cable, or other distribution structure that is determined to be
unnecessarily dangerous to life or property. After receipt of notice, Company shall either cure
said dangerous condition within a reasonable time, or provide City with facts or arguments in
refuting or defending its position that said condition is not a condition that is unnecessarily
dangerous to life or property. In the event City finds that Company has not sufficiently
addressed said dangerous condition by either of the aforementioned methods, City shall be
entitled to exercise any and all of the following cumulative remedies:
1. The commencement of an action against Company at law for monetary
damages.
2. The commencement of an action in equity seeking injunctive relief or the
specific performance of any of the provisions, which as a matter of equity, are
specifically enforceable.
(c) The rights and remedies of City and Company set forth in this Franchise
Agreement shall be in addition to, and not in limitation of, any other rights and remedies
provided by law or in equity. City and Company understand and intend that such remedies shall
be cumulative to the maximum extent permitted by law and the exercise by City of any one or
more of such remedies shall not preclude the exercise by City, at the same or different times, of
any other such remedies for the same failure to cure. However, notwithstanding this Section or
any other provision of this Franchise, City shall not recover both liquidated damages and actual
damages for the same violation, breach, or noncompliance, either under this Section or under any
other provision of this Franchise.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 3
sAlegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.doex
(d) In the event that the performance by either party of any of its obligations or
undertakings hereunder shall be interrupted or delayed by an act of God or the common enemy
or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person
or persons not party or privy hereto, then such party shall be excused from performance for a
period of time as is reasonably necessary after such occurrence to remedy the effects thereof, and
each party shall bear the cost of any expense it may incur due to the occurrence.
(e) Company shall promptly restore to as good condition as before working thereon,
and to the reasonable satisfaction of the City, Public Rights-of-Way excavated by it.
SECTION 5. JOINT USE OF POLES, TRENCHES, AND CONDUITS.
(a) Company may be required to attach its wires to poles owned and maintained by
another person or corporation, or to permit the wires of another person or corporation to be
attached to the poles owned and maintained by the Company, upon reasonable terms and for just
compensation. The Company may require another person or corporation to furnish evidence of
adequate insurance and provide indemnity covering the Company and adequate bonds covering
the performance of the person or corporation attaching to the Company's poles as a condition
precedent to giving permission to any person or corporation to attach wires to Company's poles.
Company's requirement for such insurance and indemnity must be reasonable.
(b) The Company shall have authority to require that all work undertaken, by or on
behalf of another person or corporation, on any Company poles shall be performed in accordance
with the following safety and engineering standards; (1) the National Electrical Safety Code; (2)
the rules and regulations of the Occupational Safety & Health Administration ("OSHA"); (3)
other applicable laws or regulations of any governing authority or regulatory body, having
jurisdiction; and (4) Company's standards and procedures, and shall not interfere with the
erection, replacement, operation, repair, or maintenance of the wires and appurtenances of the
persons or corporation occupying the poles. Company shall not be required to attach its wires to
the poles of another person or corporation or to permit the wires of another person or corporation
to be attached to Company's poles if it can be satisfactorily shown that Company will be
subjected to increased risks of interruption of service or liability for accidents, or if the poles,
wire, and appurtenances of such other person or corporation are not of the character, design, and
construction required by or are not being maintained in accordance with modern practice, or if
sufficient clearance or space is not available on the pole.
(c) Company may be required by the city to share trench space for cables or ducts
with another person or corporation for the placement of cables or wires underground.
Compensation to the Company as well as terms of sharing trench space shall be resolved as
provided in subsection (a) of this section. Also, Company may require insurance and
indemnification as provided in subsection (a). Ducts, cables, or wires shall be placed in trenches
in compliance with applicable safety standards and in a manner that does not interfere with
Company's cables or wires, as provided in subsection (b).
SECTION 6. UNDERGROUND CONDUITS AND POLES -USE BY CITY.
(a) If Company shall from time to time have spare ducts in its underground conduits
or space on any of its poles, in the allotted communications space, not then necessary in the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 4
I
sAlegahour documents%ordinances1121ordinance - denton's franchise final 10-2-12.doex
conduct of its business, it shall permit the City to use one such duct in each conduit or reasonable
communications space on poles, or both, for the City's police and fire alarm wires, traffic control
wire or cable, fiber optic lines connecting City facilities or other similar, appropriate non-
commercial, governmental use. If additional duct(s) or communications space is not available for
City as requested, City shall be responsible for any and all construction costs related to providing
the additional duct(s) or communications space as requested. If Company shall construct or
extend additional conduits or erect additional poles, the governing body of the City may require
the Company to provide one such duct in each conduit, or reasonable communications space on
poles, or both, for the City's own use as aforesaid understanding that Company does not reserve
conduit or communications space on poles for other parties. In either event, the City shall pay
Company a fair rental therefore. The requirements of Section 5(b) apply to City use of Company
conduits and poles.
(b) Company shall cooperate with the City at all times by providing timely and
complete information regarding the location of conduits and poles, upon request. Company and
City shall cooperate and coordinate their efforts to make the most efficient and economical use
of facilities.
(c) City shall not sell, lease or otherwise make available its rights to use Company's
facilities to any third party for commercial purposes. Such rights are provided solely for the non-
commercial, governmental use by the City. However, this restriction shall not prevent the City
from using the services of a third party commercial entity to manage or operate the City's
facilities on behalf of the City, so long as no resale or other commercial use of such facilities
shall occur.
(d) Company is not authorized to license or lease to any person or entity the right to
occupy or use the City's Public Rights-of-Way for the conduct of any private business.
SECTION 7. CONFORMANCE WITH PUBLIC IMPROVEMENTS.
Upon request by City, Company shall relocate its facilities at the expense of the City
except as otherwise required by Section 37.101(c) of the Texas Statutes Utilities Code, which
statutory provision currently states, the governing body of a municipality may require an electric
utility to relocate the utility's facility at the utility's expense to permit the widening or
straightening of a street. City and Company further agree that widening and straightening of a
street includes the addition of any acceleration, deceleration, center or side turn lanes, and
sidewalks, provided that the City shall provide Company with at least thirty (30) days notice and
shall specify a new location for such facilities along the Public Rights-of-Way of the street.
Company shall, except in cases of emergency conditions or work incidental in nature, obtain a
permit, if required by city ordinance, prior to performing work in the Public Rights-of-Way,
except in no instance shall Company be required to pay fees or bonds related to its use of the
Public Rights-of-Way, despite the City's enactment of any ordinance providing the contrary.
SECTION 8. WORK BY OTHERS.
(a) The City reserves the right to lay, and permit to be laid, storm sewer, gas, water,
wastewater and other pipe lines, cables, and conduits, and to do and permit to be done any
underground or overhead work that may be necessary or proper in, across, along, over, or under a
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 5
I
s:\legal\our documents\ordinances1121ordinance - denton's franchise final 10-2-12.docx
Public Rights-of-Way occupied by the Company. The City also reserves the right to change in
any manner any curb, sidewalk, highway, alley, public way or street. In permitting such work to
be done, the City shall not be liable to the Company for any damage so occasioned, except as
provided in Section 14 hereof, but nothing herein shall relieve any other person or corporation
from responsibility for damages to the facilities of Company.
(b) In the event that the governing body of the City authorizes someone other than the
Company to occupy space within the Public Rights-of-Way, such grant shall be subject to the
rights herein granted or heretofore obtained by the Company. In the event that the governing
body of the City shall close or abandon any Public Rights-of-Way which contains existing
facilities of the Company, any conveyance of land within such closed or abandoned Public
Rights-of-Way shall be subject to the rights herein granted or heretofore obtained by Company.
Provided, that the Company may be ordered to vacate any land so conveyed if an alternate route
is practicable and if the Company is reimbursed by the person to whom the property is conveyed
for the reasonable costs of removal and relocation of facilities.
(c) If the City shall require Company to adapt or conform its facilities, or in any way
or manner to alter, relocate, or change its property to enable any other corporation or person,
except the City, to use, or use with greater convenience, said Public Rights-of-Way, Company
shall not be bound to make any such changes until such other corporation or person shall have
undertaken, with good and sufficient bond, to reimburse the Company for any cost, loss, or
expense which will be caused by, or arise out of such change, alteration, or relocation of
Company's property; provided however, that the City shall never be liable for such
reimbursement, due to Company from such other corporation or person.
SECTION 9. COMPENSATION.
In consideration of the grant of said right, privilege and franchise by the City and as full
payment for the right, privilege and franchise of using and occupying the said Public Rights-of-
Way, and in lieu of any and all occupation taxes, assessments, municipal charges, fees, easement
taxes, franchise taxes, license, permit and inspection fees or charges, street taxes, bonds, street or
alley rentals, and all other taxes, charges, levies, fees and rentals of whatsoever kind and
character which the City may impose or hereafter be authorized or empowered to levy and
collect, excepting only the usual general or special ad valorem taxes which the City is authorized
to levy and impose upon real and personal property, sales and use taxes, and special assessments
for public improvements, Company shall pay to the City the following:
(a) On an quarterly basis, a charge, as authorized by Section 33.008(b) of PURA,
equal to a franchise fee factor of 0.002859 (the "Base Factor"), multiplied by each kilowatt hour
of electricity delivered by Company to each retail customer whose consuming facility's point of
delivery is located within the City's municipal boundaries. Company has agreed to increase the
franchise fee factor to 0.003002 (the "Increased Factor"); however, should the PUC at any time
in the future disallow Company's recovery through rates of the higher franchise payments made
under the Increased Factor as compared to the Base Factor, then the franchise fee factor shall
immediately revert to the Base Factor of 0.002859 and all future payments, irrespective of the
time period that is covered by the payment, will be made using the Base Factor on a quarterly
prospective schedule as follows:
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 6
sAlegal\our documents\ordinances\12\ordinance - denton's franchise final 10-2-12.docx
Payment Due Basis Period and Privilege Period
February 15 October 1 - December 31
May 15 January 1 - March 31
August 15 April 1 - June 30
November 15 July 1 - September 30
1. The first payment hereunder shall be due and payable on or before
February 15, 2013 and will cover basis and privilege period of October 1, 2012 through
December 31, 2012. If this Franchise is not effective prior to the first quarterly payment
date, Company will pay any payments due within 30 days of the effective date of this
agreement. The final payment under this Franchise is due on or before November 15,
2022 and covers the basis and privilege period of July 1, 2022 through September 30,
2022; and
2. After the final payment date of November 15, 2022, Company may
continue to make payments in accordance with the above schedule. The City
acknowledges that such continued payments will correspond to privilege periods that
extend beyond the term of this franchise and that such continued payments will be
recognized in any subsequent franchise agreement as full payment for the relevant
periods.
(b) A sum equal to four percent (4%) of gross revenues received by Company from
services identified as DD 1 through DD24 in Section 6.1.2 "Discretionary Service Charges," in its
Tariff for Retail Delivery Service (Tariff), effective 1/1/2002, that are for the account and benefit
of an end-use retail electric consumer. Company will, upon request by City, provide a cross
reference to Discretionary Service Charge numbering changes that are contained in Company's
current approved Tariff.
1. The franchise fee amounts based on "Discretionary Service Charges" shall
be calculated on an annual calendar year basis, i.e. from January through December 31 of
each calendar year.
2. The franchise fee amounts that are due based on "Discretionary Service
Charges" shall be paid at least once annually on or before April 30 each year based on the
total "Discretionary Service Charges", as set out in Section 6(b), received during the r
preceding calendar year. The initial Discretionary Service Charge franchise fee amount
will be paid on or before April 30, 2013 and will be based on the calendar year January 1
through December 31, 2012. The final Discretionary Service Charge franchise fee
amount will be paid on or before April 30, 2023 and will be based on the months of
January 1 through September 30, 2022.
3. Company may file a tariff or tariff amendment(s) to provide for the
recovery of the franchise fee on Discretionary Service Charges.
4. City agrees (i) to the extent the City acts as regulatory authority, to adopt
and approve that portion of any tariff which provides for 100% recovery of the franchise
fee on Discretionary Service Charges; (ii) in the event the City intervenes in any
regulatory proceeding before a federal or state agency in which the recovery of the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 7
I
salegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.docx
I~
franchise fees on such Discretionary Service Charges is an issue, the City will take an
affirmative position supporting the 100% recovery of such franchise fees by Company
and; (iii) in the event of an appeal of any such regulatory proceeding in which the City
has intervened, the City will take an affirmative position in any such appeals in support of
the 100% recovery of such franchise fees by Company.
5. City agrees that it will take no action, nor cause any other person or entity
to take any action, to prohibit the recovery of such franchise fees by Company.
6. In the event of a regulatory disallowance of the recovery of the franchise
fees on the Discretionary Service Charges, Company will not be required to continue
payment of such franchise fees.
(c) With each payment of compensation required by Section 9(a), Company shall
furnish to City a statement that provides the franchise basis period, the total amount of kilowatt
hours of electricity delivered during the franchise basis period by the Company to retail
customers whose consuming facility's point of delivery is located within the City's municipal
boundaries, and the privilege period covered by the payment. The parties agree that any
information exchanged or provided to the other party is true and correct to the best of their
knowledge.
(d) With each payment of compensation required by Section 9(b), Company shall
furnish to the City a statement reflecting the total amount of gross revenues received by
Company within the City's municipal boundaries for services identified in its Tariff, Section
6.1.2, "Discretionary Service Charges," Items DD1 through DD24. The parties agree that any
information exchanged or provided to the other party is true and correct to the best of their
knowledge.
SECTION 10. RECORDS, REPORTS, AND INSPECTIONS.
(a) The Company shall use the system of accounts and the forms of books, accounts,
records, and memoranda prescribed by the Public Utility Commission of Texas, or as mutually
agreed to by the City and Company. Should the Public Utility Commission of Texas cease to
exist, the City retains the right to require the Company to maintain a system of accounts and
forms of books and accounts and memoranda prescribed either by the Federal Energy Regulatory
Commission or the National Association of Regulatory Utility Commissioners or the successor
of either of these organizations as mutually agreed to by the City and Company.
(b) The City shall have the right to, pursuant to Section 33.008(e) of the Texas
Utilities Code, conduct an audit or other inquiry in relation to a payment made by Company less
than two (2) years before the commencement of such audit or inquiry. City and Company may
agree to a different timeframe. The City may, if it sees fit, and upon reasonable notice to the
Company, have the books and records of the Company examined by a representative of the City
to ascertain the correctness of the franchise fee payments made under Section 9.
(c) The City shall retain all of the investigative powers and other rights provided to
the City by the charter and state law.
I
i
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 8
s:\legal\our documents\ordinances\12\ordinance - denton's franchise final 10-2-12.docx
(d) Company will make available public reports it provides to the PUC, FERC, or
SEC as City may reasonably require in the administration of this franchise and upon specific
request by City.
SECTION 11. FRANCHISE AND OTHER VIOLATIONS.
Upon evidence being received by the governing body of the City that a violation of this
franchise, City charter provision, or ordinance lawfully regulating Company in the furnishing of
service hereunder is occurring or has occurred, it shall at once cause an investigation to be made.
If the governing body of the City finds that such a violation exists or has occurred, it shall take
the appropriate steps to secure compliance.
SECTION 12. PRESERVATION OF RECORDS; LOCATION.
(a) The Company is a legal entity authorized to conduct business in this state under
Texas law and having legal capacity and any authority that might be required under state or
federal law to operate, construct, reconstruct, and maintain an electric delivery system in the
city.
(b) Company shall make available all of its books, records, accounts, documents and
papers relevant to (1) Company's use of the Public Rights-of-Way in accordance with this
Franchise, and (2) Company's provision of retail electric delivery service within the City of
Denton for purposes of any City audit of franchise fees paid pursuant to this franchise; upon
reasonable notice by the City of not less than 20 days, or such longer time as agreed to by City
and Company. If Company disagrees that the information requested is relevant, Company and
City shall select a third party agreeable to both to assist them in reaching agreement, with the
cost, if any, shared equally. If after a reasonable time the parties are not able to reach agreement,
City may seek to enforce its audit rights through any available remedies. Such production may
be at Company's offices if within the City, appropriate City facilities or other location provided
by the Company and agreeable to the City. City agrees that customer-specific information shall
be provided only to City's Auditor, and the City's Auditor shall not provide such information to
any other City department, employee or official without Company's prior consent.
(c) The City agrees, to the extent allowed by law, to maintain the confidentiality of
any information obtained from Company that the Company, at the time the information is
provided to City, has clearly designated as confidential or proprietary. City shall not be liable to
Company for the release of any information the City is required by law to release. City shall
provide notice to Company of any request for release of non-public information prior to releasing
the information to the public so as to allow Company adequate time to pursue available remedies
for protection. If the City receives a request under the Texas Public Information Act that
includes Company's proprietary information, City will notify the Texas Attorney General of the
proprietary nature of the document(s). The City also will provide Company with a copy of this
notification, and thereafter Company is responsible for establishing that an exception under the
Act allows the City to withhold the information.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 9
sAlegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.docx
SECTION 13. ASSIGNMENT OF FRANCHISE.
(a) The rights granted by this Franchise inure to the benefit of Company. The
Company may, without consent by City, transfer or assign the rights granted by this Franchise to
a parent, subsidiary or affiliate, provided that such parent subsidiary or affiliate assumes all
obligations of Company hereunder and is bound to the same extent as Company hereunder, and
has net capital and liquid assets reasonably equivalent to the Company's as of the month
immediately preceding the transfer or there are provided other guarantees or assurances of the
transferee's or assignee's financial ability to perform this Franchise reasonably acceptable to the
City. Company shall give City written notice thirty (30) days prior to such assignment.
(b) If Company engages in a transaction that requires filing with, and prior approval
by, the Public Utility Commission of Texas pursuant to Section 37.154 or Section 39.915 of the
Public Utility Regulatory Act or successor statute, Company shall give City notice within five
(5) working days after such filing. Nothing in this section shall be construed as to limit the
ability of the City to take a position either for or against such approval in any regulatory
proceeding.
(c) In the event that the Public Utility Commission of Texas no longer has the
authority currently granted in PURA 37.154 or 39.915, City will have the right to approve, by
ordinance, the transfer or assignment of the franchise, except as provided in Section 13(a). City
agrees that said approval shall not be unreasonably withheld or delayed. Any such assignment or
transfer shall require that said Assignee assume all obligations of Company and be bound to the
same extent as Company hereunder. If within the first 90 days after assignment to Assignee,
City identifies a failure to comply with a material provision of this Franchise, City shall have the
right, after notice and opportunity for hearing before Council, to terminate this Franchise.
SECTION 14. INDEMNITY.
In consideration of the granting of this franchise, Company agrees to defend, indemnify
and hold harmless the City and all of its officers, agents, and employees (the Indemnitees"), from
and against all suits, actions, or claims or damages arising out of (i) any injury to or death of any
person or persons, or (ii) damages to or loss of any property, in each case occasioned by
Company or its officers', agents', employees', or subcontractors' intentional and/or negligent
acts or omissions in connection with Company's operations in the Public Rights-of-Way or
arising out of a breach of any of the terms or provisions of this ordinance by way of strict
liability or negligence in the construction, maintenance, operation, or repair of the System;
except that the indemnity provided for in this paragraph shall not apply to any liability
determined by a court of competent jurisdiction to have resulted from the sole negligence or
intentional acts or omissions of the City, its officers, agents, and employees. In addition, in the
event of joint and concurrent negligence or fault of both the Company and the City,
responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the
laws of the state of Texas without, however, waiving any governmental immunity available to
the City under Texas law and without waiving any of the defenses of the parties under Texas
law. It is understood that it is not the intention of the parties hereto to create liability for the
benefit of third parties, but that this agreement shall be solely for the benefit of the parties hereto
and shall not create or grant any rights, contractual or otherwise, to any person or entity.
Oncor Electric Delivery Company LLC/CitY of Denton Electric Franchise
Page 10
s:Uegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.docx
SECTION 15. INSURANCE.
Company will insure against the risks undertaken pursuant to their franchise including
indemnification under Section 14 hereof. Such insurance may be in the form of self-insurance to
the extent permitted by applicable law under a Company approved formal plan of self-insurance
maintained in accordance with sound accounting practices otherwise, Company shall maintain
reasonably adequate insurance covering its obligations of indemnity under Section 14 hereof. A
certificate of insurance shall be provided to the City annually and upon any substantial change in
the nature of its coverage under this section. Should Company elect to self-insure, its annual
notice to the City shall contain information identifying the process for filing a claim.
SECTION 16. TERM.
The City hereby grants to the Company the authority set forth in Section 1 of this
Ordinance for a term ending September 30, 2022 for the purpose of constructing, maintaining,
operating and replacing all or any portion of the system used for the delivery of electricity to
retail Customers located within the Corporate Limits, as they may be amended from time to time.
This franchise agreement shall have an initial term of ten (10) years and expire on September 30,
2022; provided that, if either City or Company provides written notice of its intent to renegotiate
this Franchise at least 180 days prior to the expiration of the initial term, this Franchise shall be
extended for one (1) year on the same terms and conditions as set forth herein to allow for
renegotiation of a franchise agreement.
SECTION 17. CONFORMITY TO CONSTITUTION, STATUTES, CHARTER, AND
CITY CODE.
This ordinance is passed subject to the applicable provisions of the Constitution and
Laws of the State of Texas, the Charter of the City, and the City Code. This franchise agreement
shall in no way affect or impair the rights, obligations, or remedies of the parties under the Public
Utility Regulatory Act of Texas, or amendments thereto.
SECTION 18. GOOD FAITH EFFORT.
Company and City both agree to faithfully adhere to all applicable federal, state and City
rules and regulations pertaining to non-discrimination, equal employment and affirmative action.
Company also agrees to continue in its commitment to maintain fairness and equality in the
workplace and in its purchases of goods, equipment, and other services.
SECTION 19. RIGHT OF APPEAL.
Nothing herein shall be deemed a waiver, release or relinquishment of either party's right
to contest or appeal any action or decision of the other party made contrary to any federal, state
or local law or regulation.
SECTION 20. REPEAL.
That Ordinance No. 2001-405, as amended, be and the same is hereby specifically
repealed, as of the commencement date under Sec. 16 hereof. All other ordinances, rules,
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 11
sAlegallour documents\ordinances112\ordinance - denton's franchise final 10-2-12.docx
regulations, and agreements which in any manner relate to the regulation of or provision for
electric utility services by Company within the City shall remain in full force and effect until and
unless duly modified pursuant to applicable state law.
This Ordinance shall supersede any and all other franchises granted by the City to
i
Company, its predecessors and assigns.
SECTION 21. EFFECTIVE DATE; AUTHENTICATION.
This ordinance shall take effect immediately from and after its passage, publication, and
written acceptance by Company, said written acceptance to be filed by Company with the City
within sixty (60) days after final passage and approval hereof, in accordance with the provisions
of the Charter of the City, and it is accordingly so ordained. It is hereby officially found that the
meeting at which this Ordinance is passed is open to the public and that due notice of this
meeting was posted, all as required by law.
SECTION 22. ACCEPTANCE OF FRANCHISE.
In order for this franchise to be effective, the Company shall, within sixty (60) days from
the passage of this ordinance, file in the office of the City secretary a written instrument signed
and acknowledged by a duly authorized officer, in substantially the following form:
To the honorable Mayor and City Council of the City of Denton:
Oncor Electric Delivery Company LLC (Company), acting by and through
the undersigned authorized officer, hereby accepts Ordinance No.
granting a franchise to Company.
Senior Vice President
Oncor Electric Delivery Company LLC
ATTEST:
Secretary
Executed this, the day of 52012.
The acceptance shall be duly acknowledged by the person executing the same. In the
event the acceptance is not filed within the 60 day period this ordinance and the rights and
privileges hereby granted shall terminate and become null and void. Pending such time, City
shall publish, and Company shall pay all publication expenses regarding notification of, the
accepted Franchise, which said publication shall be the full text of the adopted ordinance for a
period of once per week for three (3) consecutive weeks.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 12
s:\lcgal\our documents\ordinances\12\ordinance - denton's franchise final 10-2-12.docx
SECTION 23. NOTICE TO PARTIES.
Notices required to be given under this franchise shall be deemed to be given when
delivered in writing, personally to the person designated below, or when five days have elapsed
after it is deposited in the United States Mail with registered or certified mail postage prepaid to
the person designated below, or on the next business day if sent by Express Mail or overnight air
courier addressed to the person designated below:
If to City: If to the Company:
City Manager Director, Regulatory Affairs
City of Denton Oncor Electric Delivery Company LLC
215 E. McKinney 1616 Woodall Rodgers Fwy,
Denton, Texas 76201 Dallas, Texas 75202-1234
with a copy to:
City Attorney's Office
City of Denton
215 E. McKinney
Denton, Texas 76201
City or Company may change the position and/or addresses listed above by providing the
other party with written notice of the change, with such change taking effect upon receipt of such
notice.
MARK A. U O ,MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
ZOO'
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 13
I
s:llegallour documentslordinances1121ordinance - denton's franchise final 10-2-12.docx
The City of Denton, Texas, acting herein by its duly constituted authorities, hereby
declares the foregoing Ordinance passed on 11rst reading on the day of 414 her,
2012, and passed on second reading on the - day of%Awln~er-, 2012, and passed on third
reading on the ~ day of per deg ; 2012, and being fully effective as of the &4 day ~ day of
Mark A. B r oug a r Peter Kamp, Mayor P em
al o Gregory, Co cil M m I vin Roden, ouncil Memb r
C is s, uncil Memb J' Engelb echt, unci Member
WJames Kin j, Counc' ember
I
The above and foregoing Ordinance read, adopted on first reading and passed to second
reading by the following votes, this the day of Aler/2in&/" , 2012, at a regular session of the
City Council.
Mark A. Burroughs, Mayor, voting Aye
Pete Kamp, Mayor Pro-Tem, voting ~e
Kevin Roden, Council Member, voting
Dalton Gregory, Council Member, voting
Jim Engelbrecht, Council Member, voting Q U
Chris Watts, Council Member, voting c~pQ_
James King, Council Member, voting T
The above and foregoing Ordinanc read, adopted on second reading and passed to third
reading by the following votes, this the day ofD j2Zber, 2012, at a regular session of the
City Council.
Mark A. Burroughs, Mayor, voting
Pete Kamp, Mayor Pro-Tem, voting -
Kevin Roden, Council Member, votingt
Dalton Gregory, Council Member, voting gye,_
Jim Engelbrecht, Council Member, voting
Chris Watts, Council Member, voting _
James King, Council Member, voting ~
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 14
s:\legallour documentslordinances\121ordinance - denton's franchise final 10-2-12.docx
The above and foregoing Ordinance read, adopted on third reading and passed by the
following votes, this the �day of��, 2012, at a regular session of the City Council.
Mark A. Burroughs, Mayor, voting �
Pete Kamp, Mayor Pro-Tem, voting �
Kevin Roden, Council Member, voting ��
Dalton Gregory, Council Member, voting
Jim Engelbrecht, Council Member, votingJ�y`-`�
Chris Watts, Council Member, voting --,
James King, Council Member, voting �
State of Texas §
County of Denton §
I, Jennifer Walters, City Secretary of the City of Denton, Texas, do hereby certify that the
above and foregoing is a true and correct copy of the Franchise Agreement Ordinance between
the City of Denton and Oncor Electric Delivery Company LLC. The same is now recorded as
Ordinance Number�p/Z—,3j � in the Ordinance Records of the City of Denton, Texas.
WITNESS MY HAND this the /1�77"C day of � C� e, 2012.
���
JE IFER LTERS
CI SEC TARY
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 15
STATE OF TEXAS §
COUNTY OF DENTON §
CITY OF DENTON §
I, 'L � , City Secretary of the City of Denton,
Texas, d ereb ertify that the attached Acceptance executed by Oncor Electric
Delivery Company LLC is a true and correct copy of a formal acceptance of a
franchise ordinance finally passed and approved by said City on December 18, 2012,
and of record in the Minutes of the City;
OF WHICH, witness my official signature and the seal of said City on this the
� S� day of �. , 2013.
>
i Sec tary
Ci of Denton, Texas
�
STATE OF TEXAS §
§
CITY OF DENTON §
WHEREAS, there was finally passed and approved on December 18, 2012
Ordinance No. 2012-359 granting to Oncor Electric Delivery Company LLC, its
successors and assigns, a franchise to furnish and deliver electricity to the general
public in the City of Denton, Denton County, Texas, for the transporting, delivery and
distribution of electricity in, out of and through said municipality for all purposes,
which is recorded in the Minutes of the City Council of said City; and
WHEREAS, Section 22 of said ordinance provides as follows:
"SECTION 22
In order for this franchise to be effective, the Company shall, within sixty (60)
days from the passage of this ordinance, file in the office of the City secretary
a written instrument signed and acknowledged by a duly authorized officer, in
substantially the follow form:"
AND, WHEREAS, it is the desire of Oncor Electric Delivery Company LLC, the
holder of the rights, privileges and grants under the aforesaid franchise ordinance,
to comply with the above-quoted provisions of Section 22 thereof.
NOW, THEREFORE, premises considered, Oncor Electric Delivery Company
LLC, acting by and through its duly authorized officers, and within the time
prescribed by Section 22 quoted above, does hereby agree to and accept the
franchise granted to it by the above-described ordinance, in accordance with its
terms, provisions, conditions and requirements and subjectto the stipulations and
agreements therein contained.
WITNESS THE EXECUTION HEREOF, on this the � day of � ,
2013.
Oncor Electric Delivery Company LLC
Sr. Vice esident & General Council