23-2406ORDINANCE NO. 23-2406
AN ORDINANCE GRANTING TO ONCOR ELECTRIC DELIVERY COMPANY LLC, A
NON-EXCLUSIVE ELECTRIC POWER FRANCHISE FOR THE PURPOSE OF
CONSTRUCTING, MAiNTAiNrNG, AND USING AN ELECTRIC DELIVERY UTILITY
SYSTEM rN THE CITY OF DENTON; PRESCRIBING THE RELATIONSHIP AND
RELATIVE RIGHTS BETWEEN GRANTEE AND OTHERS WITH RESPECT TO
CONSTRUCTION IN THE CITY AND LOCATION OF FACILITIES; PROVIDING FOR
ENFORCEMENT OF THE FRANCHISE; PRESCRIBING THE DUTIES,
RESPONSIBILITIES, AND RULEMAKING AUTHORITY OF THE CITY MANAGER AND
THE CITY WITH RESPECT TO ADMINISTRATION OF THIS FRANCHISE; RESERVING
TO THE GOVERNING BODY OF THE CITY THE RIGHT TO SET CHARGES AND RATES
OF GRANTEE; REGULATING THE CONSTRUCTION WORK DONE BY THE GRANTEE
IN THE CITY; ADDRESSING THE JOINT USE OF POLES, TRENCHES, AND DUCTS IN
CERTAIN INSTANCES; ADDRESSING RELOCATION OF FACILITIES; PROVIDING FOR
COMPENSATION TO THE CITY FROM THE GRANTEE FOR THE FRANCHISE
PRIVILEGE; REQUIRING CERTAIN RECORDS AND REPORTS AND PROViDrNG FOR
INSPECTIONS AND PRESERVATION THEREOF; PROVIDING FOR ENFORCEMENT OF
THE FRANCHISE; PROVIDING FOR ASSIGNMENT OF THE FRANCHISE; PROVIDING
FOR INDEMNITY AND INSURANCE; PROVIDING FOR TERM, RENEWAL, EFFECTIVE
DATE, AND ACCEPTANCE OF THIS FRANCHISE; ADDRESSING CONFORMITY WITH
APPLICABLE LAWS, CITY CHARTER AND CITY CODE; PROVIDING FOR GOOD FAITH
EFFORT; PROVIDING FOR THE REPEAL OF THE EXISTING FRANCHISE ORDINANCE
NO. 2012-359 TO ONCOR ELECTRIC DELIVERY COMPANY LLC, ITS PREDECESSORS
AND ASSIGNS, AND FINDING THAT THE MEETING AT WHICH THIS ORDINANCE IS
PASSED IS OPEN TO THE PUBLIC; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Oncor Electric Delivery Company LLC desires to occupy the City of
Denton’s Public Rights-of-Way for the purpose of providing electric utility service within the City
limits of the City of Denton; and
WHEREAS, the City of Denton contends a Franchise is required to be granted by the
City of Denton before Oncor Electric Delivery Company LLC may occupy the Public right-of-
way in the City of Denton, Denton County, Texas; and
WHEREAS Oncor Electric Delivery Company LLC acknowledges that, by this
Franchise Agreement, it obtains no rights to, or further use of, the Public Rights -of -Way other
than those expressly granted herein and also granted by state and federal laws, rules, and
regulations, including any amendments thereto; and
WHEREAS, Oncor Electric Delivery Company LLC has made application with the
City of Denton for the grant of a Franchise in compliance with the Denton City Code of Ordinances
and the City of Denton Charter; and
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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WHEREAS, the City Council for the City of Denton finds that it is in the best interest
of the public to authorize an ordinance for a non-exclusive electric power franchise to Oncor
Electric Delivery Company LLC in the City’s Rights-of-Way; and
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS:
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, public ways ("Public Rights-of-Way" or
“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, telephone and communication lines, and other structures for
Company's own use) ("System'’ or “Facilities”) 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 14.
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. Any Franchise granted by the City to any other person, firm, or
corporation shall not unreasonably interfere with this Franchise.
SECTION 2. CITY AUTHORITY; DELEGATION.
(a) The City Manager of the City of Denton or designee, if any (“City Manager”), is the
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.
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(c) The City and the City Manager shall have full authority to administer this franchise and
be kept 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
those 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.
(e) in the event of sudden or unforeseen damage or malfunction of a portion of Company’s
Facilities that City believes creates a threat to life, health, or property, City may notify
Company of the matter, and City and Company shall work together in good faith to eliminate
any such actual threat, which may include Company determining to disconnect, disable, or de-
energrze rts equrprnent.
(f) Poles, towers, and other structures shall be so erected as not to unreasonably interfere
with traffic over streets, alleys and highways.
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 applicable City,
state, and federal ordinances, laws, rules, and regulations. 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 laws, rules, or regulations. The City will endeavor to provide Company notice
and opportunity to review and comment upon proposed ordinances relating to City’s Public
Rights-of-Way .
(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 for City to compensate Company for the
increased costs involved
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(d) in accordance with direction given by the authority of the governing body under the
police and regulatory powers of the City, subject to other applicable laws, rules and regulations,
the placement of poles and excavations and other construction in City Public Rights-of-Way
by Company shall interfere as little as practicable with the use of the streets, sidewalks, and
alleys. Company has the right to request review by any court or regulatory agency having
jurisdiction of this or any actions concerning Company use of City’s Public Rights-of-Way.
(e) Company shall construct its facilities in conformance with the applicable provisions of
the National Electrical Safety Code.
SECTION 4, CONSTRUCTION AND MAINTENANCE: EXCAVATTON
(a) Company’s operations and activities within the Public Rights-of-Way in the City shall
be subject to all City ordinances of general applicability, including, but not limited to, Chapter
25, Right-of-Way Management, Denton City Code unless otherwise in conflict with any federal
or state laws, rules, or regulations, or this franchise. 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
Oncor be required to pay fees or bonds related to these permits, licenses, or other approval
processes required for placing Facilities in the 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 the restoration for the excavated area.
(b) City shall have the ability at any time to require Company to repair, remove or abate
any Company distribution pole, wire, cable, or other distribution structure owned by Company
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 Ordinance 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
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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for the same violation, breach, or noncompliance, either under this Section or under any other
provision of this Franchise.
(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 immediately before Company
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 DUCTS/CONDUITS.
Use of Poles and Ducts. Company may permit the wires of the City to be attached to
the poles or use of spare conduit in duct systems owned and maintained by Company, under
separate agreement, upon securing a Company "Pole Attachment/Duct Use" agreement which
specifies the requirements and compensation for said use. Company does not warrant or
guarantee there will be space made available on Company poles or spare conduits in Company
duct systems for the City’s use. Company may require the City to furnish evidence of adequate
insurance, provide indemnity covering Company as allowed by law, and provide adequate
bonds covering the performance of the City or City's contractor prior to attaching wires to
Company poles and prior to City's use of conduit in Company duct systems. Agreements for
wires of the City to be attached to the poles or for use of spare conduit in duct systems
maintained and owned by Company which are existing prior to this Franchise remain in effect
according to the terms defined in such agreements.
SECTION 6. RELOCATION OF FACILITIES.
(a) The City reserves the right to lay, and permit to be laid, storm, sewer, gas, water,
wastewater and other pipelines, cables, and conduits, or other improvements 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 City’s Public Rights-of-Way occupied by Company. The City also reserves the
right to change in any manner any curb, sidewalk, highway, alley, public way, street, utility lines
(or in the case of utility lines owned by Company, to require that change by Company), storm
sewers, drainage basins, drainage ditches, and the like.
(b) City shall provide Company with at least thirty (30) days’ notice when requesting Company
to relocate facilities and shall determine with Company a new location for such facilities along
City’s Public Rights-of-Way. 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
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City’s Public Rights-of-Way, except in no instance shall Company be required to pay fees or bonds
related to its use of City’s Public Rights-of-Way, despite the City’s enactment of any ordinance
providing the contrary. City-requested relocations of Company facilities in City’s Public Rights-
of-Way shall be at the Company’s expense; provided however, if the City is the end use Retail
Customer (customer who purchases electric power or energy and ultimately consumes it)
requesting the removal or relocation of Company Facilities for its own benefit, or the project
requiring the relocation is solely aesthetic/beautification in nature, it will be at the total expense of
the City. Provided further, if the relocation request includes, or is for, the Company to relocate
above-ground facilities to an underground location, City shall be fully responsible for the
additional cost of placing the facilities underground.
(c) if any other corporation or person (other than City) requests Company to relocate Company
facilities located in City Rights-of-Way, the Company shall not be bound to make such changes
until such other corporation or person shall have undertaken, with good and sufficient bond, to
reimburse the Company for any costs, loss, or expense which will be caused by, or arises out of
such change, alteration, or relocation of Company’s Facilities. City may not request the Company
to pay for any relocation which has already been requested, and paid for, by any entity other than
City. 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.
(d) if City abandons any Public Rights-of-Way in which Company has facilities, such
abandonment shall be conditioned on Company’s right to maintain its use of the former Public
Rights-of-Way and on the obligation of the party to whom the Public Rights-of-Way is abandoned
to reimburse Company for all removal or relocation expenses if Company agrees to the removal
or relocation of its facilities following abandonment of the Public Rights-of-Way. If the party to
whom the Public Rights-of-Way is abandoned requests the Company to remove or relocate its
facilities and Company agrees to such removal or relocation, such removal or relocation shall be
done within a reasonable time at the expense of the party requesting the removal or relocation. If
relocation cannot practically be made to another Public Rights-of-Way, the expense of any right-
of-way acquisition shall be considered a relocation expense to be reimbursed by the party
requesting the relocation.
SECTION 7. 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
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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)A final quarterly payment was made on or before August 15, 2023 for the basis period of
April 1, 2023 through June 30, 2023 and the privilege period of April 1, 2023 through June
30, 2023 in accordance with the provisions in the previous franchise.
(b)As authorized by Section 33.008(b) of PURA, the original franchise fee factor calculated
for the City in 2002 was 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 for determining franchise
payments going forward.
Due to a 2006 agreement between Company and City the franchise fee factor was increased
to a franchise fee factor of 0.003002 (the “Current 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 on a quarterly
basis
However, consistent with the 2006 agreement, should the Public Utility Commission of
Texas at any time disallow Company’s recovery through rates of the higher franchise
payments made under the Current 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
Company shall make quarterly payments as follows:
Payment Due Date Basis Period Privilege Period
November 15 Jul. 1 – Sept. 30 Jul. 1 – Sept. 30
February 15
May 15
Oct. 1 – Dec. 31 Oct. 1 – Dec. 31
Jan. 1 – Mar. 31 Jan. 1 – Mar. 31
August 15 Apr. 1 – Jun. 30 Apr. 1 – Jun. 30
1 The first quarterly payment hereunder shall be due and payable on or before November
15, 2023 and will cover the basis period of July 1, 2023 through September 30, 2023
and the privilege period of July 1, 2023 through September 30, 2023. 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, 2043 and covers the basis period
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of July 1, 2043 through September 30, 2043 and the privilege period of July 1, 2043
through September 30, 2043; and
2.After the final payment date of November 15, 2043, Company may continue to make
additional quarterly payments in accordance with the above schedule. 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 as full payment for the relevant quarterly
periods.
(C)A sum equal to four percent (4%) of gross revenues received by Company from services
identified as DDI through DD24 in Section 6.1.2 “Discretionary Service Charges,” in
Oncor’s 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 1 through December 3 1
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 this section, received during the
preceding calendar year. The initial Discretionary Service Charge franchise fee amount
will be paid on or before April 30, 2024 and will be based on the calendar year January
1 through December 31, 2023. The final Discretionary Service Charge franchise fee
amount will be paid on or before April 30, 2044 and will be based on the calendar
months of January 1, 2043 through September 30, 2043 .
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 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.
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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.
(d)With each payment of compensation required by Section 7.(b), 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.
(e)With each payment of compensation required by Section 7.(c), 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 DDI 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 8. 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 without
a successor, 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 7.
(c) The City shall retain all of the investigative powers and other rights provided to the City
by the charter, subject to state and federal laws, rules, and regulations.
(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 9. PRESERVATION OF RECORDS; LOCATION.
(a)Company shall keep complete and accurate books of account and records of its business
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and operations under and in connection with this Franchise at its principal office for the purpose
of determining the amount due to the City under this Franchise.
(b) Pursuant to and for the period specified in Section 33.008(e) of the Texas Utilities Code
and upon thirty (30) days prior written notice, the City may conduct an audit or other inquiry of
the books and records of the Company to ascertain the correctness of the reports agreed to be filed
herein. The Company shall make available to the City during the Company's regular business hours
and upon reasonable notice, such personnel and records as the City may, in its reasonable
discretion, request in order to complete any audit or inquiry under Section 9 of this Franchise, and
shall make no charge to the City therefore. The Company shall respond to all requests for
information from City no later than thirty (30) days after receipt of a request.
A. If as the result of any City audit, Company is refunded/credited for an overpayment, or
pays the City for an underpayment, of the Franchise Fee, such refund/credit or payment shall be
made pursuant to the terms established in Section 7.
B. If as a result of a subsequent audit, initiated within two years of an audit which resulted in
Company making a payment to the City due to an underpayment of the franchise fee of more than
5%, Company makes another payment to the City due to an underpayment of the franchise fee of
more than 5%, the City may immediately treat this underpayment as an Uncured Event of Default.
(c) if Company provides confidential or non-public information to the City, Company shall be
solely responsible for identifying such information with markings calculated to bring the City’s
attention to the confidential or non-public nature of the information. The City agrees to maintain
the confidentiality of any non-public information obtained from Company to the extent allowed
by law. 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 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.
SECTION 10. 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 1 1. TRANSFER AND ASSIGNMENT OF FRANCHISE.
The rights granted by this Franchise Agreement inure to the benefit of the Company and
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any parent, subsidiary, affiliate or successor entity now or hereafter existing. The rights shall not
be assignable without the express written consent, by Ordinance, of the City Council of the City,
unless otherwise superseded by state laws, rules, or regulations, or Public Utility Commission of
Texas action, and such consent by City shall not be unreasonably withheld or delayed, except the
Company may assign its rights under this Franchise Agreement to a parent, subsidiary, affiliate or
successor entity without consent, so long as such parent, subsidiary, affiliate or successor entity
assumes all obligations of Company hereunder, and is bound to the same extent as Company
hereunder. The Company shall give the City written notice within ninety (90) days of any such
assignment to a parent, subsidiary, affiliate or successor entity.
SECTION 12. INDEMNITY.
(a) IN CONSIDERATION OF THE GRANTING OF THIS FRANCHISE, COMPANY
SHALL, AT ITS SOLE COST AND EXPENSE, INDEMNIFY AND HOLD THE CITY,
AND ITS PAST AND PRESENT OFFICERS, AGENTS AND EMPLOYEES HARMLESS
AGAINST ANY AND ALL LIABILITY ARISING FROM SUITS, ACTIONS OR CLAIMS
REGARDING INJURY OR DEATH TO ANY PERSON OR PERSONS, OR DAMAGES
TO ANY PROPERTY ARISING OUT OF OR OCCASIONED BY THE INTENTIONAL
AND/OR NEGLIGENT ACTS OR OMISSIONS OF COMPANY OR ANY OF ITS
OFFICERS, AGENTS, OR EMPLOYEES IN CONNECTION WITH COMPANY’S
CONSTRUCTION, MAINTENANCE AND OPERATION OF COMPANY’S SYSTEM IN
THE CITY PUBLIC RIGHTS-OF-WAY, INCLUDING ANY COURT COSTS,
REASONABLE EXPENSES AND REASONABLE DEFENSES THEREOF.
(B) THIS INDEMNITY SHALL ONLY APPLY TO THE EXTENT THAT THE LOSS,
DAMAGE OR INJURY IS ATTRIBUTABLE TO THE NEGLIGENCE OR WRONGFUL
ACT OR OMISSION OF THE COMPANY OR ITS OFFICERS, AGENTS OR
EMPLOYEES, AND DOES NOT APPLY TO THE EXTENT SUCH LOSS, DAMAGE OR
INJURY IS ATTRIBUTABLE TO THE NEGLIGENCE OR WRONGFUL ACT OR
OMISSION OF THE CITY OR THE CITY’S OFFICERS, AGENTS, OR EMPLOYEES
OR ANY OTHER PERSON OR ENTITY. THIS PROVISION IS NOT INTENDED TO
CREATE A CAUSE OF ACTION OR LIABILITY FOR THE BENEFIT OF THIRD
PARTIES BUT IS SOLELY FOR THE BENEFIT OF COMPANY AND THE CITY.
(C) IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF
BOTH COMPANY AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY BETWEEN THE CITY AND
COMPANY 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. FURTHER, IN THE EVENT
OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF BOTH COMPANY AND
THE CITY. RESPONSIBILITY FOR ALL COSTS OF DEFENSE SHALL BE
APPORTIONED BETWEEN THE CITY AND COMPANY BASED UPON THE
COMPARATIVE FAULT OF EACH.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 11
(D) IN FULFILLING ITS OBLIGATION TO DEFEND AND INDEMNIFY CITY,
COMPANY SHALL HAVE THE RIGHT TO SELECT DEFENSE COUNSEL, SUBJECT
TO CITY’S APPROVAL, WHICH WILL NOT BE UNREASONABLY WITHHELD.
COMPANY SHALL RETAIN DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS
DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO
INDEMNIFICATION UNDER THIS FRANCHISE. IF COMPANY FAILS TO RETAIN
COUNSEL WITHIN SUCH TIME PERIOD, CITY SHALL HAVE THE RIGHT TO
RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF, AND COMPANY SHALL BE
LIABLE FOR ALL REASONABLE DEFENSE COSTS INCURRED BY CITY, EXCEPT
AS OTHERWISE PROVIDED IN SECTION 12.B AND 12.C.
SECTION 13. INSURANCE
Company shall, at its sole cost and expense, obtain, maintain, or cause to be maintained,
and provide, throughout the term of this Franchise, insurance in the amounts, types and coverages
in accordance with the following requirements. Such insurance may be in the form of self-
insurance to the extent permitted by applicable law or by obtaining insurance, as follows:
(a) Commercial general or excess liability on an occurrence or claims made form with
minimum limits of five million dollars ($5,000,000) per occurrence and ten million dollars
($10,000,000) aggregate. This coverage shall include the following:
( 1 ) Products/completed operations to be maintained for the warranty period.
(2) Personal and advertising injury.
(3) Contractual liability.(4) Explosion, collapse, or underground (XCU) hazards.
(b) Automobile liability coverage with a minimum policy limit of one million dollars
($1,000,000) combined single limit each accident. This coverage shall include all owned, hired
and non-owned automobiles.
(c) Workers compensation and employers liability coverage. Statutory coverage limits for
Coverage A and five hundred thousand dollars ($500,000) bodily injury each accident, five
hundred thousand dollars ($500,000) each employee bodily injury by disease, and five hundred
thousand dollars ($500,000) policy limit bodily injury by disease Coverage B employers’ liability
are required. Company must provide the City with a waiver of subrogation for worker’s
compensation claims .
(d) Company must name the City, which includes all authorities, commissions, divisions and
departments, as well as elected and appointed officials, agents, and volunteers, as an additional
insureds under the coverage required herein, except Worker’s Compensation Coverage. The
certificate of insurance must state that the City is an additional insured.
(e) Company will require its contractors and subcontractors to maintain, at their sole cost and
expense, a minimum of three million dollars ($3,000,000) each occurrence or each accident
general liability and automobile liability throughout the course of work performed. Also,
contractors and subcontractors will be required to maintain statutory workers’ compensation
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 12
benefits in accordance with the regulations of the State of Texas or state of jurisdiction as
applicable. The minimum limits for employers’ liability insurance will be five hundred thousand
dollars ($500,000) bodily injury each accident, five hundred thousand dollars ($500,000) each
employee bodily injury by disease, five hundred thousand dollars ($500,000) policy limit bodily
injury by disease. In the event a claim exceeds the contractors’ or subcontractors’ insurance
coverage, Company shall be responsible for covering any deficiencies between its contractors’ or
subcontractors’ compliance with these insurance requirements.
The Company will provide proof of its insurance in accordance with this Franchise within
30 days of the effective date of the Franchise and annually thereafter. Company will not be
required to furnish separate proof when applying for permits.
SECTION 14. TERM.
This ordinance shall become effective upon Company's written acceptance hereof, said
written acceptance to be filed by Company with the City within sixty (60) days after final passage
and approval hereof by City. The right, privilege and franchise granted hereby shall expire on
September 30, 2043 provided that, unless written notice of cancelation is given by either party
hereto to the other not less than sixty (60) days before the expiration of this franchise agreement,
it shall be automatically renewed for an additional period of six (6) months from such expiration
date and shall be automatically renewed thereafter for like periods until canceled by written notice
given not less than sixty (60) days before the expiration of any such renewal period.
SECTION 15, CONFORMITY TO CONSTITUTION_ STATUTES_ CHARTER_ AND CITY
mr
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 other applicable laws, rules, or regulations or amendments thereto.
SECTION 16. 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 and City also agree to continue in their commitment to maintain fairness and equality in
the workplace and in its purchases of goods, equipment, and other services.
SECTION 17. 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 laws, rules or regulations.
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Page 13
SECTION 18. REPEAL.
That Ordinance No. 2012-359, as amended, be and the same is hereby specifically repealed,
as of the commencement date under Section 14 hereof. All other ordinances, rules, 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.
SECTION 19. EFFECTIVE DATE: AUTHENTICATION.
This ordinance shall take effect immediately from and after its passage and publication by
City, and written acceptance by Company, said written acceptance to be filed by Company with
the City within sixty (60) days after City’s final passage and approval hereof, and it is accordingly
so ordained.
SECTION 20. ACCEPTANCE OF FRANCHISE.
In order for this franchise to be effective, the Company shall, within sixty (60) days from
the passage of this ordinance by City, file in the office of the City Secretary a written instrument
signed and acknowledged by a duly authorized Company officer of Company’s acceptance of this
Ordinance.
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.
SECTION 21. 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
City of Denton
215 E. McKinney
Denton, Texas 76201
Director, Regulatory Affairs
Oncor Electric Delivery Company LLC
1616 Woodall Rodgers Fwy,
Dallas, Texas 75202-1234
with a copy to:
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 14
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.
SECTION 22. SEVERABILITY
The sections, paragraphs, sentences, clauses and phrases of this Ordinance are severable.
If any portion of this Ordinance is declared illegal or unconstitutional by the valid final non-
appealable judgment or decree of any court of competent jurisdiction, such illegality or
unconstitutionality shall not affect the legality and enforceability of any of the remaining portions
of this Ordinance.
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 by City, all as required by law.
The motio
v\,\h,
1 to
B
this ordinance was made by Brian. UcU and seconded by
' the ordinance was passed and approved by the following vote
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:/
./
-Z
./
,/
Paul Meltzer, District 3 :
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 15
PASSED AND APPROVED at a regular meeting of the City Council of Denton, Texas,
on this the Gt' day of FtFbrvb/v , 2024.
Mayor
ATTEST:
APPROVED AS TO LEGAL FORM:
MACK RErNWAND, CITY ATTORNEY
8ayFIWv7Z anYAuaua
STATE OF TEXAS §
COUNTY OF DENTON §
CITY OF DENTON §
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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