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22-965ORDINANCE NO. 22-965 AN ORDINANCE OF THE CITY OF DENTON APPROVING A DISCRETIONARYSERVICES AGREEMENT BETWEEN CITY OF DENTON AND ONCOR ELECTRICDELIVERY SERVICES COMPANY, LLC FOR RELOCATION OF ONCOR ELECTRICFACILITIES IN CONFLICT WITH THE HICKORY CREEK ROAD PHASE 3 PROJECT. RANGING FROM RIVERPASS DRIVE TO FM-1830; PROVIDING FOR THE PAYMENT OFONE MILLION, NINE HUNDRED FORTY-TWO THOUSAND, NINE HUNDRED SEVENTY- FIVE HUNDRED DOLLARS AND 59/100 (1,942,975.59); AUTHORIZING THECITY MANGER EXECUTE THE AGREEMENT AND TO RELEASE FUNDS GRANTINGFOR THE ONCOR RELOCATION FROM THE CITY OF DENTON; PROVIDING FORSEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, City of Denton (“City”) is presently undertaking the Hickory Creek Road Project Phase 3 which requires a four-lane extension and realignment of Hickory Creek Road from Riverpass Drive to FM- 1830. The project will include construction of a bridge that will span over Hickory Creek and remove the safety concern of the 90- degree curve from the current Hickory Creek Road alignment; and WHEREAS, the City has requested to relocate/reroute the existing 138 kV single circuitline section of Carrollton Sub –. Gainesville Sub 138 kV line; and WHEREAS, Oncor Electric Delivery Services Company, LLC (“Oncor or “Company”) has existing infrastructure that is in direct conflict with the City’s planned improvements; and WHEREAS, City and Oncor Electric Delivery Company, LLC desire to enter into a Discretionary Service Agreement (“Agreement”) for the relocation amount of $1,942,975.59 (the “Estimated Cost”); and WHEREAS, the Company agrees to provide, and the customer agrees to pay for the following discretionary services in accordance with the Agreement; and WHEREAS, City staff has identified and prioritized the need of the relocation/reroute of the Company’s line for the Hickory Creek Road Phase 3 Project; and WHEREAS, the City Council of the City of Denton finds it is in the public interest to authorize the execution of the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are expressly incorporated herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement, for and on behalf of the City of Denton, Texas, said Agreement being attached hereto and incorporated hereto as Exhibit “A,” and to complete the actions further contemplated thereby, including the expenditure of funds. Page 2 SECTION 3. The execution of the discretionary service agreement is hereby authorized. SECTION 4. The provisions of this Ordinance are severable, and the invalidity of any phrase, clause, or part of this Ordinance shall not affect the validity or effectiveness of theremainder of the Ordinance. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. The motiojl to approve this ordinance wasseconde(ii)y Briar\ Beathe following vote B-21 : Mam ire andmade by eN and approved bythe ordinance was pas:9 Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: L/ P‘ P/ b/ 1/ P/ V/ PASSED AND APPROVED thi, th, \l&d,y 2022 dt431()R Page 3 DocuSign Envelope ID: F8639D9B-6EAA-4BD5-BDD6-0781F3977239 ATTEST: ROSA RIOS, CITY SECRETARY n\\11111111 e)O _ aaa-4 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITYATTORNEY ,O'-uSegbr BY: b%:MIt ! sAWS, if Page 4 DocuSign Envelope ID: F8639D9B-6EAA4BD5-BDD6-0781F3977239Tariff for Retail Delivery ServiceOncor Electric Delivery Company LLC 6.3 Agreements and FormsApplicable: Entire Certified Service AreaEffective Date: 6.3.4 Discretionary Service Page 1 of 5 Revision: Original Draft Agreement This Discretionary Service Agreement (“Agreement’) is made and entered into this 24 day of February , 2022, by Oncor Electric Delivery Company, LLC (“Company”), and City of Denton (“Customer”), each hereinafter sometimes referred to individually as“Party” or both referred to collectively as the “Parties”. In consideration of the mutual covenants set forth herein, the Parties agree asfollows 1 Discretionary Services to be provided – Company agrees to provide, and Customer agrees to pay for the followingdiscretionary services in accordance with this Agreement. [The “Customer" has requested to relocate/reroute the existing 138 kV single circuit line section between structures 1/8 to 2/3 on the NW Carrollton Sub - Gainesville Sub 138 kV line. The proposed relocation/reroute will be approximately % mile of new single circuit 138 kVconstruction utilizing steel monopole structures. A sketch which shows generally the preliminary location of the relocation can be seen inExhibit A attached to this agreement, provided the final relocation is subject to change based on the final design. This agreementincludes the cost to engineer, design, survey, procure material, and install the proposed structures and conductors needed for therelocation/reroute. The existing transmission line is currently within the boundaries of the proposed customer’s new roadway project inDenton, TX at the approximate GPS coordinates of 33' 8'49.84"N by 97' 8'17.17"W.] 2. Nature of Service and Company’s Retail Delivery Service Tariff - Any Discretionary Services covered by this Agreement will beprovided by Company, and accepted by Customer, in accordance with applicable Public Utility Commission of Texas (“PUCT”) SubstantiveRules and Company’s Tariff for Retail Delivery Service (including the Service Regulations contained therein), as it may from time to timebe fixed and approved by the PUCT (“Company’s Retail Delivery Tariff’). During the term of this Agreement, Company is entitled todiscontinue service, interrupt service, or refuse service initiation requests under this Agreement in accordance with applicable PUCTSubstantive Rules and Company’s Retail Delivery Tariff. Company’s Retail Delivery Tariff is part of this Agreement to the same extent asif fully set out herein. Unless otherwise expressly stated in this Agreement, the terms used herein have the meanings ascribed thereto inCompany’s Retail Delivery Tariff. 3. Discretionary Service Charges – Charges for any Discretionary Services covered by this Agreement are determined in accordancewith Company’s Retail Delivery Tariff. Company and Customer agree to comply with PUCT or court orders concerning discretionaryservice charges. 4. Term and Termination – This Agreement becomes effective on execution by both parties and continues in effect until completion ofDiscretionary Services. Termination of this Agreement does not relieve Company or Customer of any obligation accrued or accruing priorto termination 5. No Other Obligations -- This Agreement does not obligate Company to provide, or entitle Customer to receive, any service not expresslyprovided for herein. Customer is responsible for making the arrangements necessary for it to receive any further services that it may desire from Company or any third party. 6,Governing Law and Regulatory Authority – This Agreement was executed in the State of Texas and must in all respects be governed by, interpreted, construed, and enforced in accordance with the laws thereof. This Agreement is subject to all valid, applicable federal,state, and local laws, ordinances, and rules and regulations of duly constituted regulatory authorities having jurisdiction 7. Amendment –This Agreement may be amended only upon mutual agreement of the Parties, which amendment will not be effectiveuntil reduced to writing and executed by the Parties. But changes to applicable PUCT Substantive Rules and Company’s Retail DeliveryTariff are applicable to this Agreement upon their effective date and do not require an amendment of this Agreement 8, Entirety of Agreement and Prior Agreements Superseded – This Agreement, including all attached Exhibits, which are expresslymade a part hereof for all purposes, constitutes the entire agreement and understanding between the Parties with regard to the service(s)expressly provided for in this Agreement. The Parties are not bound by or liable for any statement, representation, promise, inducement,understanding, or undertaking of any kind or nature (whether written or oral) with regard to the subject matter hereof not set forth or providedfor herein. This Agreement replaces all prior agreements and undertakings, oral or written, between the Parties with regard to the subjectmatter hereof, and all such agreements and undertakings are agreed by the Parties to no longer be of any force or effect. it is expresslyacknowledged that the Parties may have other agreements covering other services not expressly provided for herein, which agreementsare unaffected by this Agreement 9. Notices – Notices given under this Agreement are deemed to have been duly delivered if hand delivered or sent by United Statescertified mail, return receipt requested, postage prepaid, to (a) if to Company Oncor Electric Delivery Company LLCAttn: Matthew Ponce777 Main StreetSuite 1434 Ft. Worth, Texas 76102 DocuSign Envelope ID: F8639D9B-6EAA4BD5-BDD6-0781F3977239 Tariff for Retail Delivery ServiceOncor Electric Delivery Company LLC 6.3 Agreements and FormsApplicable: Entire Certified Service Area Effective Date: August 31 st. 2021 Page 2 of 5Revision: Original (b)If to Customer City of DentonDustin Draper401 N. Elm St Denton, TX 76209 The above-listed names, titles, and addresses of either Party may be changed by written notification to the other 10. InvoicIng and Payment – Invoices for the Discretionary Services will be mailed by Company to the following address(or such other address directed in writing by Customer), unless Customer is capable of receiving electronic invoicing fromCompany, in which case Company is entitled to transmit electronic invoices to Customer City of DentonDustin Draper401 N. Elm StDenton, TX 76209 If Company transmits electronic invoices to Customer, Customer must make payment to Company by electronic fundstransfer. Electronic invoicing and payment by electronic funds transfer will be conducted in accordance with Company’sstandard procedures. Company must receive payment by the due date specified on the invoice. If payment is not receivedby the Company by the due date shown on the invoice, a late fee will be calculated and added to the unpaid balance untilthe entire invoice is paid. The late fee will be 5% of the unpaid balance per invoice period 11 . No Waiver – The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provisionof this Agreement will not be considered to waive the obligations, rights, or duties imposed upon the Parties 12. Taxes -- All present or future federal, state, municipal, or other lawful taxes applicable by reason of any serviceperformed by Company, or any compensation paid to Company, hereunder must be paid by Customer 13. HeadIngs – The descriptive headings of the various articles and sections of this Agreement have been inserted forconvenience of reference only and are to be afforded no significance in the interpretation or construction of this Agreement 14. Multiple Counterparts – This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument 15. Other Terms and Conditions - NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT TOTHE CONTRARY, THE PARTIES HEREBY AGREE THAT: 15.1 Relocation Costs (a) Customer shall pay to Company the Total Costs incurred by Company in connection with providing theDiscretionary Services. The term “Total Costs” shall include reasonable material costs, labor costs. taxes and tax treatment(including income, sales, or other), design, and construction contractor costs, transportation costs, overheads, purchasingand storage expenses as well as reasonable costs, including attorney’s fees, if applicable, which may be incurred in theprocess of obtaining final unappeasable Public Utility Commission of Texas (''PUCT’) approval for relocation of a portion ofthe existing line, and reasonable surveying costs. Company reserves the right to reasonably adjust and modify the TotalCosts from time to time after the effective date of this Agreement by providing written notice to Customer of the same, andCustomer agrees to accept and acknowledge any resulting adjustments and modifications to the Total Costs (b) Customer shall pay to Company all of the Total Costs incurred by company in connection with providingthe Discretionary Services. Total Costs are estimated to be $1,942,975.59 (the “Estimated Costs”). (c) For the purposes of securing the performance of Customer under the terms and provisions of thisAgreement, Customer shall deliver to Company, upon the execution of this Agreement by all parties, an amount equal toestimated costs. Company has no obligation whatsoever to perform the Discretionary Services until Companyreceives payment of the Estimated Costs in full. Within thirty (30) days of completion of the Discretionary Services,Company shall deliver to Customer a statement of the Total Costs. In the event that the Total Costs exceed the Estimated Costs paid by Customer, Customer shall deliver final payment of said balance to Company within twenty (20) calendar daysof receipt of said statement. In the event that the Estimated Costs paid by Customer exceeds the Total Costs as shown on the statement, Company shall refund, without interest, the difference between the Estimated Costs and the Total Costsalong with the final statement. DocuSign Envelope ID: F8639D9B-6FAA4BD5-BDD6-0781F3977239 Tariff for Retail Delivery ServiceOncor Electric Delivery Company LLC 6.3 Agreements and FormsApplicable: Entire Certified Service AreaEffective Date: August 31 st, 2021 Page 3 of 5 Revision: Original (d) Customer shall provide all necessary easements and easement modifications, if any, on a formacceptable to Company a minimum one month prior to the commencement of the construction described hereunder,Company shall have no obligation to commence performance of the Discretionary Services, other than the Design Workuntil Company has received all such easements and easement modifications. After completion of Discretionary ServicesCompany will release portion or portions of the existing easement across Customer property no longer required to operateand maintain the transmission line (e) in the event Customer terminates this Agreement, Customer shall be responsible for the Total Costsincurred by Company hereunder prior to such termination and shall pay the same in accordance with Section 15.1 (c) of thisAgreement 15.2 Completion Date (a) Customer acknoudedges and agrees that certain work to be performed hereunder will require theCompany to temporarily remove equipment from service in order to perform relocation activities for Customer, Suchactivities will require the Company to request a Planned Outage. Customer acknowledges that ERCOT has sole authorityfor scheduling such Planned Outage. Further, Customer acknowledges that the approval or issuance of any suchPlanned Outage is subject to the authority of ERCOT to cancel or reschedule such Planned Outages and to theCompany’s regulatory obligations and service responsibilities as an electric utility. Company shall in good faith attempt tocomplete the services as soon as reasonably possible, but does not commit to a date certain for such completion DocuSign Envelope ID: F8639D9B-6EAA4BD5-BDD6-0781F3977239 Tariff for Retail Delivery ServiceOncor Electric Delivery Company LLC 6.3 Agreements and FormsApplicable: Entire Certified Service Area Effective Date: August 31 st, 2021 Page 4 of 5Revision: Original IN WITNESS WHEREOF. the Parties have caused this Agreement to be sign by their respective duly authorizedrepresentatives. Oncor Electric Delivery Company City of Denton BYBY Name: Title: Date: Matthew Ponce Name Title: Date Rebecca Diviney Director of Transmission Engineering Director of Capital Projects/City Engineer APPROVED AS TO LEGAL FORM: MACK REWWAND,CITY ATTORNEY’*:Faw DocuSign Envelope ID: F8639D9B-6EAA-4BD5-BDD6-0781F3977239 Tariff for Retail Delivery ServiceOncor Electric Delivery Company LLC 6.3 Agreements and FormsApplicable: Entire Certified Service AreaEffective Date: August 31 st, 2021 Page 5 of 5Revision: Original Exhibit A: WI,Gr©bt(f©qw#f#Wg