2006-160
" S:\OUf Documents\Ordinances\06\TXU Electric Delivery.doc
ORDINANCE NO. 2(}Ofr /0 ()
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE A LETTER AGREEMENT WITH TXU ELECTRIC DELIVERY
EXTENDING THE SETTLEMENT AND OFFERING ADDITIONAL TERMS OF
SETTLEMENT BETWEEN TXU ELECTRIC DELIVERY AND THE STEERING
COMMITTEE OF CITIES SERVED BY TXU ELECTRIC DELIVERY; AND PROVIDING
AN EFFECTIVE DATE.
,
WHEREAS, by Ordinance No. 2005~208 passed on July 26, 2005, the City Council
authorized the City Manager to execute a Letter of Agreement with TXU Electric Delivery
("Electric Delivery") and the Steering Committee of Cities served by Electric Delivery
("Steering Committee") settling all issues relating to existing and potential Show Cause Actions
and other pending regulatory issues regarding municipal street lighting and other electric rates;
and
WHEREAS, Electric Delivery has written Mayor Euline Brock offering the City to
extend the Settlement Agreement between Electric Delivery and the Steering Committee in
accordance with the terms of the Extension and Modification of the Settlement Agreement and
the January 27,2006 Agreement to Resolve Outstanding Franchise Issues agreed to by Electric
Delivery and the Steering Committee; and
WHEREAS, the City Council conside~s it in the public interest to accept the Settlement
Extension outlined in the Letter Agreement with Electric Delivery in return for its agreement not
to initiate, intervene or participate in a Sho~ Cause Action or similar proceeding concerning
Electric Delivery's rates before July I, 2008; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as iffully set forth herein.
SECTION 2. The City Manager is hereby authorized and directed to execute and accept
the Letter Agreement dated May 4, 2006, including acceptance of numbered paragraphs one
through seven, extending the February 22, 2005 settlement between Electric Delivery and the
Steering Committee in accordance with the terms of the Extension and Modification of
Settlement Agreement and the Agreement to Resolve Outstanding Franchise Issues of January
27,2006 as expressed in the Letter Agreement, which Letter Agreement is attached to and made
a part ofthis Ordinance for all purposes.
SECTION 3. The City Manager, or his designee, is authorized to exercise all rights and
duties of the City of Denton under the Letter Agreement.
SECTION 4. The City Manager is directed to return one (I) executed original of the
May 4, 2006 Letter Agreement to Danny Hodges, Community Relations Manager, TXU Electric
Delivery, 3100 S. Garrison Road, Corinth, TX .76210.
.. .... .... S:\Our Documents\Ordinances\06\TXU Electric Delivery.doc
SECTION 5. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
!# lit
day of
0/A&
. VrW J1.J
,2006.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
7.teJJt tdJ
BY:
Page 2 of2
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· . T,~Yo"W'~
TXU Electric Delivery
3100 Garrison
Corinth, TX 76210
May 4, 2006
RECEIVED
MAY 0 52006
CITY OF
LEGAL ~~~~ON
The Honorable Euline Brock
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Re: Extension and Modification of Settlement Between TXU Electric Delivery and
the Steering Committee of Cities Served by TXU Electric Delivery & Agreement to
Resolve Outstanding Franchise Issues
Dear Mayor Brock,
As we told you in early January, TXU Electric Delivery Company ("Electric Delivery")
and the Steering Committee of Cities Served by TXU Electric Delivery ("Steering
Committee") have agreed to extend the February 22, 2005 settlement between Electric
Delivery and the Steering Committee and to resolve outstanding franchise issues. Copies
of the January 27, 2006 Extension and Modification of Settlement Agreement and the
January 27, 2006 Agreement to Resolve Outstanding Franchise Issues that reflect those
agreements between Electric Delivery and the Steering Committee are enclosed with this
Letter Agreement as Enclosures 1 and 2, respectively. The purpose of this Letter
Agreement is to offer your city benefits comparable to the benefits reflected in those
agreements. Please note that paragraphs 5 through 7 of this Letter Agreement are
available to your city only if your city also agrees to the provisions in paragraphs I
through 4.
Extension and Modification of Settlement Al!reement
1. In consideration for your city's continuing agreement not to initiate a Show Cause
Action or similar proceeding concerning Electric Delivery's rates before July 1,2008 and
not to intervene in or participate in any manner in any Show Cause Action concerning
Electric Delivery's rates initiated at the Public Utility Commission of Texas ("PUC") or
in any other jurisdiction prior to July I, 2008, Electric Delivery will make a cash payment
of$1,680.72 to your city on March 31, 2007, March 31, 2008 and March 31, 2009. The
amounts paid under this Letter Agreement are paid solely in consideration for your city's
forbearance from filing, pursuing, or intervening in any Show Cause Action or similar
proceeding against Electric Delivery and are not a rate reduction, refund, rebate, discount,
preferencc, or privilege of any kind for services provided by Electric Delivery.
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2. Electric Delivery's obligation to make the payments described in paragraph I
ceases 0 n (I) the date t hat your city initiates, intervenes in, 0 r participates in a Show
Cause Action or similar proceeding, (2) the date that Electric Delivery ceases to have any
obligation to pay any amounts to Steering Committee under paragraph 4 of the January
27,2006 Extension and Modification of Settlement Agreement (Enclosure 1), or (3) the
date that the tariffs approved in Electric Delivery's next system-wide rate case at the PUC
or in a city rate inquiry become effective on a temporary or permanent basis
("Termination Date"); provided, however, in the year the new tariffs become effective,
the annual payment shall be prorated until the Termination Date.
3. Electric Delivery and the Steering Committee have also agreed in the January 27,
2006 Extension and Modification of Settlement Agreement (Enclosure I) to pursue
discussions concerning various subjects. Any improved processes or revised tariffs that
result from that agreement will be made available to and will be applicable to your city.
4. Electric Delivery also agrees to pay your city $6,126.90 for beneficial public use
45 days after Electric Delivery receives an executed original of this Letter Agreement.
Electric Delivery also agrees to pay your city $6,126.90 for beneficial public use on
March 31, 2007. Your eity agrees to apply both of these amounts for beneficial public
use. The determination of what activities are beneficial to the public is within the
discretion of your city. Those activities include, but are not limited to, energy education
for citizens, reductions in rates for city services, investments in community facilities, and
investments in energy efficiency measures.
Al!reement to Resolve Outstandinl! Franchise Issues
5. As described in the enclosed January 27,2006 Agreement to Resolve Outstanding
Franchise Issues (Enclosure 2), to recognize the increasing cost and complexity of
managing utilities in public rights-of-way, Electric Delivery agrees to increase the
franchise fee factor for your city effective January 1, 2006 by 2%. Electric Delivery will
also increase the franchise fee factor for your city an additional I % on January 1, 2007,
on January 1,2008, and on January 1,2009, for a total potential increase of 5% above the
franchise fee factor in effect on December 31, 2005. Electric Delivery's obligation to
increase its franchise fee payments to reflect the increased franchise fee factors described
in this paragraph ceases on the date upon which: (1) Electric Delivery is called in for a
rate case by any municipality; (2) a proceeding concerning Electric Delivery's rates is
initiated under Subchapters C or D of the Public Utility Regulatory Act, Tex. Uti!. Code
Title 2, ("PURA") Chapter 36; (3) a proceeding affecting Electric Delivery's rates is
initiated as a result of a settlement; or (4) legislation becomes effective that modifies the
franchise fee authorized by the PURA.
6. Your city's acceptance of paragraphs 5 through 7 of this Letter Agreement
signifies its agreement that if the PUC denies recovery in Electric Delivery's rates of the
fees associated with the increased franchise fee factors described in paragraph 5, then the
franchise fee factor in your city immediately reverts to the franchise fee factor in effect in
your city on December 31, 2005. Electric Delivery will not seek to impose a refund or
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credit obligation on your city for franchise fees already paid under the increased franchise
fee factors.
7. If your city receives its annual franchise fee payments from Electric Delivery on a
prospective basis and your city would like to instead receive those prospective franchise
fee payments on a quarterly basis, then Electric Delivery agrees to amend your existing
franchise agreement in a manner that is consistent with paragraph 5 of the enclosed
January 27, 2006 Agreement to Resolve Outstanding Franchise Issues (Enclosure 2). The
cities who are not members of the Steering Committee who are eligible to choose this
option are listed on Attachment I to this Letter Agreement. If your city is not listed on
Attachment I to this Letter Agreement, then your city is not eligible to choose the option
described in this paragraph.
Execution Instructions
8. If your city agrees to the provisions of paragraphs 1 through 4 of this Letter
Agreement, please have a properly authorized representative of your city sign in the first
space reflected below and return the executed original to the undersigned.
9. If your city agrees to the provisions in paragraphs 1 through 4, then your city may
also agree to the provisions in paragraph 5 through 7 by having a properly authorized
representative of your city sign in the second space reflected below and returning the
fully executed original to the undersigned.
10. The offers reflected in this Letter Agreement expire on July 1, 2006.
Sincerely,
PARAGRAPHS 1 THROUGH 4 ARE AGREED TO AND ACCEPTED:
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Date: .Ytu1-f. 0, 200n
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PARAGRAPHS 5 THROUGH 7 ARE AGREED TO AND ACCEPTED:
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Enclosure 1
Extension and Modification of Settlement
Agreement between,TXU Electric Delivery
and
the Steering Committee of Cities
Served by
TXU Electric Delivery
dated January 27,2006
EXTENSION AJ'-ID MODIFlCATION OF SETTLEMENT AGREEi';!ENT
This Extension and Modification of Settlement Agreement ("Agreement") is made and
entered into between TXU Electric Delivery Company ("Electric Delivery") and the Steering
Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on
Exhibit A to this Agreement ("Cities"), hereinafter referred to jointly herein as "Signatories."
WHEREAS, on February 22, 2005, the Signatories entered into a Settlement Agreement
that resolved numerous issues, including issues arising out of the resolutions passed in 2004 by
23 cities that are members of Cities requiring Electric Delivery to file with those cities
information that demonstrates good cause for showing that Electric Delivery's transmission and
distribution rates should not be reduced (hereinafter referred to.as "Show Cause Actions");
WHEREAS, as part of that February 22, 2005 Settlement Agreement, Electric Delivery
agreed to file a system-wide rate case by July I, 2006;
WHEREAS, Cities and Electric Delivery desire to extend certain terms of the February
22, 2005 Settlement Agreement and to resolve all outstanding issues related to the pending and
potential Show Cause Actions, the upcoming system-wide rate filing, and other regulatory
issues; and
WHEREAS, after extensive negotiations, Cities and Electric Delivery have reached a
compromise and settlement to resolve those issues.
NOW, THEREFORE, the Signatories, through their undersigned representatives, hereby
agree to the following:
I. Electric Delivery agrees to propose and support in its next system-wide rate case or city
rate inquiry one or more municipal rates, each without a demand ratchet, that together will cover
all municipal accounts, including a street lighting rate and municipal pumping rate that will be
lower than they otherwise would be. Cities agree to provide to Electric Delivery any information
needed to design the rates described in this paragraph.
2. Electric Delivery agrees to file a system-wide rate case at the Public Utility Commission
of Texas ("PUC") no later than July I, 2008, based on a test year ending December 31, 2007
unless Cities and Electric Delivery mutually agree that such a filing is unnecessary. For those
cities that do not have a City Council meeting in July, 2008, Electric Delivery will extend its
effective date to accomplish suspension by August 31, 2008. However, if Electric Delivery files
a system-wide rate case at the PUC on or before June I, 2008, then Electric Delivery will not
extend its effective date.
3. Cities agree not to pursue any abated Show Cause Actions and not to. initiate similar
actions before July I, 2008, provided the provisions of this Agreement are honored. Cities agree
not to intervene in, or participate in any manner in, any show cause action initiated at the FUC or
in any other jurisdiction prior to the proceeding described in paragraph 2, or in any appeals of
such show cause actions, except as necessary to protect the tariff or tariff-efforts associated with
paragraph I or to protect the city or its residents from being prejudiced in any show cause action
pending on appeal at the PUe. if Cities intervene in a show cause action pending on appeal at
the PUC, then Cities agree not to take any position in that proceeding that is inconsistent with its
obligations under this Agreement.
4. Cities agree to provide notice to Electric Delivery that (I) all cities listed on Exhibit B to
this Agreement have continued their abatements of, or have dismissed, show cause actions
pending against Electric Delivery, and (2) each city listed on Exhibit C to this Agreement has
passed a resolution ratifying this Agreement or provided to Cities a letter in substantially the
same form as Exhibit D to this Agreement that has been signed by an authorized representative
of the city. On March 31,2007, March 31, 2008, and March 31, 2009, Electric Delivery will
make a cash payment of $8 million to Cities. Electric Delivery's obligation to make those
payments ceases on the date upon which Cities fail to comply with their obligations under this
Agreement or the date upon which the tariffs approved in Electric Delivery's next system-wide
rate Case at the PUC or in a city rate inquiry become effective on a temporary or permanent basis
("Termination Date"); provided, however, in the year the new tariffs become effective, the
annual payment shall be prorated until the Termination Date. "System-wide rate case" includes
any system-wide change to base rate tariffs as a result of proceedings initiated under Subchapters
C or 0 of PURA Chapter 36 and any proceeding changing Electric Delivery's base rates initiated
as a result of a settlement.
5. The Signatories acknowledge and agree that under paragraph 4 of the February 22, 2005
Settlement Agreement, Electric Delivery will pay Cities $8 million on March 31, 2006.
6. Electric Delivery agrees to work with Cities to improve the timeliness of streetlight
maintenance and to develop a process so that every city-owned and Electric Delivery-owned
street light is assigned an identifiable geographic location. Signatories agree to establish a task
force of senior employees that will develop the process and planned rollout for the street light
assignment project. Electric Delivery also agrees to provide to Cities a specific contact person
(or persons) within Electric Delivery who will be responsible for handling all unresolved Cities'
requests with respect to streetlights, including, but not limited to, billing, maintenance,
installation, removal, and account initiation and closure. Signatories agree to diligently pursue
resolution of the issues discussed in this paragraph; however, failure to reach an agreement with
respect to these issues will not constitute a breach of this Agreement by either Cities or Electric
Delivery.
7. Electric Delivery agrees to work with Cities to establish improved communication,
Coordination, and timing of construction concerning relocations of Electric Delivery's facilities
in public right of way. Signatories agree to establish a task force of senior employees that will
develop the process and planned rollout of an improved relocation process. Signatories agree to
diligently pursue resolution of the issues discussed in this paragraph; however, failure to reach an
agreement with respect to these issues will not constitute a breach of this Agreement by either
Cities or Electric Delivery.
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8. The Signatories acknowledge tbat they have reached a separate agreement concerning
outstanding issues related to franchises. By its tenns, that separate agreement becomes effective
only Upon this Agreement's becoming effective pursuant to the terms of paragraphs 4 and 1 9.
9. Electric Delivery agrees to negotiate with Cities, and Cities agree to approve, a tariff that
permits Cities to request undergrounding of new or existing distribution facilities. The tariff
shall ensure full cost recovery by Electric Delivery through a surcharge in -the requesting city in
the event that no third party is required by Electric Delivery's tariff, Or applicable city ordinance,
to pay for undergrounding costs. That tariff wilJ also allow Cities to request undergrounding of
transmission lines to the extent Electric Delivery determines that Ca) such undergrounding is
feasible, (b) such undergrounding is consistent with the PUC's Substantive Rules and ERCOT's
requirements, and (c) Electric Delivery can recover the costs of such undergrounding through a
surcharge in the requesting city. Electric Delivery will not be obligated to file the tariff for city
approval until after the expiration of the Price to Beat or the modification of the Price to Beat in
a manner that allows pass through of tariff charges to the ultimate consumer.
10. Electric Delivery agrees to provide quarterly updates to representatives designated by
Cities and their consultants concerning Electric Delivery's capital expenditure projects and
affiliate transactions, the creation and regulatory tTeatment of a Pension and Health Benefits
Reserve for Electric Delivery, possible workable parameters for performance based rates for
Electric Delivery, and other topics as agreed upon by the Signatories. Electric Delivery will
work with Cities to provide information requested by Cities concerning those topics.
I I. Electric Delivery shall pay up to $10,000 per month in regulatory expenses directly to
Cities' consultants, afier receipt of appropriate documentation and invoices, provided said
expenses may be deferred for recovery. Cities agree to support recovery of such costs in Electric
Delivery's next rate case. Should recovery be denied by the PUC, then the payments will
immediately cease.
12. Electric Delivery shall pay up to $40,000 per month through December 2009 to
reirnburse Cities for their involvement before ERCOT and the PUC concerning market design
issues, after receipt of appropriate documentation and invoices.
13. Electric Delivery agrees to reimburse Cities for the expenses incurred related to the
negotiation of this Agreement in an amount not to exceed $25,000 after receipt of appropriate
documentation and invoices, and Cities agree that those costs can be deferred for recovery in its
next rate case and agree to support deferral and recovery in that case. Notwithstanding
paragraph 14, any rights Cities may have under PURA, and any provisions in existing applicable
franchise agreements to the contrary, Electric Delivery agrees to reimburse Cities for reasonable
and necessary expenses incurred in Electric Delivery's next sysIem-wide rate case in an amount
not to exceed $2,000,000. The rate case expense reimbursements will be made monthly,
beginning with the first month after the consultants are hired. Cities further agree not to Contest
the recovery of Cities' rate case expenses and ElecIric Delivery's reasonable and necessary rate
case expenses in Electric Delivery's next system-wide rate case.
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14. Electric Delivery agrees that, in franchise negotiations, it will not seek to extend the
prohibition on reimbursement of municipal rate case expenses beyond June 2008.
[5. Electric Delivery agrees to pay Cities Sl8 million for beneficial public use. The
Signatories agree that that amount will be paid in two installments: ([) $9 million will be payable
two weeks after Electric Delivery receives the notice from Cities required in paragraph 4 of this
Agreement; and (2) $9 million will be payable by January 31, 2007. The Signatories agree that
member cities are to apply these funds for beneficial public use and that the determination of
what activities are beneficial to the public is within the discretion of each member city. Those
activities include, but are not limited to, energy education for citizens, reductions in rates for city
services, investments in community facilities, and investments in energy efficiency measures.
16. The Signatories acknowledge that Electric Delivery intends to offer certain terms of this
Agreement to cities served by Electric Delivery that are not listed on Exhibit A ("Negotiations").
Electric Delivery agrees that all cities listed on Exhibit A are entitled to Most Favored Nations
protection during those Negotiations and that any benefits that Electric Delivery agrees to
provide to any city during those Negotiations that are not already included in this Agreement will
be offered to all cities listed on Exhibit A. Cities acknowledge and agree that to receive any
additional benefits from Electric Delivery, additional consideration from Cities to Electric
Delivery may be required.
17. The Signatories agree that the amounts paid by Electric Delivery to Cities pursuant to
paragraphs 4, 11, 12, 13, and IS of this Agreement are paid solely in consideration for Cities'
continued abatement or dismissal of, and forbearance from filing or pursuing, Show Cause
Actions against Electric Delivery and Cities' agreement to abide by the terms of this Agreement,
and to reimburse Cities' expenses associated with the Show Cause Actions and other regulatory
proceedings. To the extent that the amounts paid may be in excess of Cities' expenses, the
excess is paid solely in order to settle the matters that are the subject of this Agreement.
Signatories recognize and agree that the payments specified in this Agreement are not a rate
reduction, refund, rebate, discount, preference or privilege of any kind for services provided by
Electric Delivery or any of its affiliates or predecessors in interest under any tariff, whether in
the past, now, or in the future. As such, the provision of electric delivery service to Cities by
Electric Delivery or any affiliate or predecessor has been and will continue to be governed solely
by the rates, terms, and conditions of the applicable tariffs.
18. The Signatories agree that the rights, duties, benefits, and obligations set forth in this
Agreement are binding upon their SUccessors in interest.
. 19. This Agreement shall become effective only upon the execution of this Agreement and
the entry of resolutions or orders continUing the abatements or dismissing the Show Cause
Actions.d
20. E:lch person executing this Agreement represents that he or she is authorized to sign this
Agreement on behalf ofrhe pany represented.
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21. The Signatories expressly acknowledge and agree that oral and written statements made
by any pany or its representative during the course of the settlement negotiations that led to .this.
Agreement cannot be used or portrayed as an admission or concession of any sort and shall not
be admissible as evidence in any proceeding in any forum.
22. The Signatories agree that this Agreement extends and modifies the terms of their
February 22,2005 Settlement Agreement. To the extent that any terms of that February 22, 2005
Settlement Agreement are nor-restated here, the Signatories agree that those terms have expired.
To the extent that there are any inconsistencies between the terms of this Agreement and the
terms of the February 22, 2005 Settlement Agreement, the Signatories agree that the terms of this
Agreement control.
Executed on this the 2~ay of January, 2006, by the Signatories hereto, by and through
their undersigned duly authorized representatives.
TXU Electric Delivery Company
Steering Committee of Cities Served by TXU
Electric Delivery Company on behalf of all
cities listed on Exhibit A to this Agreement
By:
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Exhibit A
Cny of Addison
City of Allen
City of Alvarado
City of Andrews
City of Archer City
City of Arlington
City of Belton
City of Benbrook
City of Big Spring
City of Breckenridge
City of Bridgeport
City of Brown wood
City of Buffalo
City of Burkburnett
City of Burleson
City of Caddo Mills
City of Cameron
City of Canton
City of Carrollton
City of Celina
City ofCenterville
City of Cleburne.
City of Colleyville
City of Coilinsville
City of Comanche
City 0 f Corinth
City of Crowley
City of Dallas
City of Dalworthington
Gardens
City of DeLeon
City of Denison
City of Early
City of Eastland
City of Edge cliff Village
City of Euless
City of Farmers Branch
City of Flower Mound
City of Forest Hill
City of Fort Worth
City of Frisco
City of Frost
City of Glenn Heights
City of Grand Prairie
City or Granger
City of Gra!Jevine
City 0 f GWHer
City of Harker Heights
City or Beoth
City or He71Iierra
City of Hewlrl
City or Highland Park
City of Honey Grove
City of Howe
City of Hurst
City of Hutto
City ofIrvmg
City of Jolly
City of Josepmoe
City of Justin
City of Kaufman
City ofKeiler .
City of Kerens
City of Lakeside
City of Lamesa
City of Lindale
City of Little River Academy
City of Malakoff
City of Mansfield
City of McKinney
City of Midland
City of Murpby
CitY of Murchison
City of New Chapel Hill
City of North Richland Hills
City of O'Donnell
City of Oak Leaf
City of Oak Point
City of Odessa
City of Ovilla
City of Palestine
City of Pant ego
City of Paris
City of Piano
City of Ranger
City of Rhome
City of Richardson
City of Rich land Hills
City of Roanoke
City of Robinson
City ofRockwall .
City of Rosser
City of Rowlett
City of Sherman
City of Snyder
City or Southiake
City of Sulphur Springs
City of SUnn)Nate
Ciry ofSweerwarer
City orTempte
City of The Colony
City or Tyler
City of University Park
City of Venus
City of Waco
City of Watauga
City of White Settlement
City of Wichita Falls
City of Wood way
Exhibit B'
City of Arlington
City of Benbrook
City of Brownwood
City of Buries on
City of Carrollton
City of Dallas
City ofDalworthington Gardens
City of Denison
City ofF!. Worth
City of Harker Heights
City of Heath
City of Pant ego
City of Plan 0
City of Rich 1 and Hills
City of Robinson
City ofRockwall
City of Snyder
City of Sulphur Springs
City of The Colony
City of Wood way
Exhibit C
City of Addison
City of Allen
City of Andrews
City of Arche~ City
City of Belton
City of Big Spring
City of Breckenridge
City of Bridgeport
City of Burkburnett
City of Celina
City of Clebume
City of ColleyvilIe
City of DeLeon
City of Early
City of Eastland
City ofEuless
City of Farrners Branch
City of Flower Mound
City afForest Hill
City of Frisco
City of Glenn Heights
City of Grand Prairie
City of Grapevine
City ofHenrietla
City of Highland Park
City of Howe
City of Hurst
City of Irving
City of Keller
City of Lakeside
City of Lamesa
City of Linda Ie
City of Little River Academy
City of Mansfield
City of McKinney
City of Midland
City of Murphy
City of North Richland Hills
City of Oak Point
City of O'Donnell
City of Odessa
City of Palestine
City of Paris
City ofRicrnrdson
City of Roanoke
Cir)' ofRow!ert
City of Sherrr.an
City of South!ake
City of Sunnyvale
City of Sweerwate,
City ofTernp!e
City of Tyler
City of University Park
City of Waco
CIty of Watauga
City of White Settlement
Cit'j of Wichita Falls
Exhibit D
January _,2006
Mr. GeoffreyM. Gay, Esq.
Lloyd Gosselink
816 Congress Avenue, Suite 1900
Austin, Texas 78701
RE: Settlement Agreement between Steering Committee of Cities Served by
TXU Electric Delivery and TXU Electric Delivery Company
Dear Mr. Gay:
I hereby acknowledge that the Steering Committee of Cities Served by TXU
Electric Delivery has the authority to act on behalf of the City of
in the negotiation and execution of a settlement agreement with TXU Electric Delivery .
Company.
. I also represent that I am duly authorized by the City of
sign this letter.
to
Sincerely,
[Name]
[Position]
Enclosure 2
Agreement to Resolve Outstanding
Franchise Issues between
TXU Electric Delivery
and
the Steering Committee of Cities
Served by
TXU Electric Delivery
dated January 27, 2006 .
AGREEMENT TO RESOL VE OUTSTANDING F'RA1'1CmSE ISSUES
This Agreement To Resolve Outstanding Franchise Issues ("Agreement") is made and
entered into between TXU Electric Delivery Company ("Electric Delivery") and the Steering
Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on
Exhibit A to this Agreement ("Cities"), hereinafter referred to jointly herein as "Signatories."
The cities listed on Exhibit A to this Agreement are hereinafter referred to as "Member Cities."
WHEREAS, several Member Cities have expressed concern about the increasing cost and
complexity of managing utilities in public rights-of-way and the desire to receive increased
compensation from utilities for their use of such rights-of-way;
WHEREAS, several Member Cities who receive their franchise fee payments from
Electric Delivery on a prospective yearly basis have expressed interest in transitioning to
prospective quarterly payments;
WHEREAS, the Signatories desire to resolve outstanding issues related to franchises; and
WHEREAS, after extensive negotiations, the Signatories have reached a resolution of
tho se issues.
NOW, THEREFORE,the Signatories, through their undersigned representatives, hereby
agree to the following:
1. The Signatories agree that this Agreement shall become effective only upon the execution
of this Agreement and of the Extension and Modification of Settlement Agreement between the
Signatories dated Januaryll, 2006. The effectiveness of this Agreement shall be accomplished
pursuant to the terms of paragraphs 4 and 19 of the Extension and Modification Settlement
Agreement.
2. To recognize the increasing cost and complexity of managing utilities in public rights-of-
way, Electric Delivery agrees to increase the franchise fee factor for each Member City on
January 1, 2006, by 2%. The franchise fee factor is the amount per kilowatt hour which is
multiplied times the number of kilowatt hours of electricity delivered by Electric Delivery to
each retail customer whose consuming facility's point of delivery is located within the Member
City's municipal boundaries. Electric Delivery will also increase the franchise fee factor to be
paid to the Member Cities an additional 1% on January t, 2007, on January 1, 2008, and on
January I, 2009, for a total potential increase of 5%. above the franchise fee factor in effect on
December 31,2005. Exhibit B to this Agreement reflecrs the franchise fee factors in effect for
all Member Cities in 2005, and the increased franchise fee factors for Member Cities provided by
this paragraph for 2006, 2007, 2008, and 2009.
~. Electric Delivery's obligation to increase its franchise fee payments to reflect the
inc,eased franchise fee factors described in paragraph 2 ceases on the dare upon which: (1)
Electric Delivery is called in for a rate case by any municipality; (2) a proceeding concerning
Electric Delivery's rates is initiated under Subchapters C or D of the Public Utiliry Regulatory
Page I
Act, Tex. Util. Code Title 2 ("PURA") Chapter 36; (3) a proceeding affecting Electric Delivery's
rates is initiated as a result of a settlement; or (4) legislation becomes effective that modifies the
franchise fee authorized by PURA.
4. The Signatories agree that if the Public Utility Corrunission of Texas denies recovery in
Electric Delivery's rates of the fees associated with the increased franchise fee factors described
in paragraph 2, then the franchise fee factors irrunediately revert to the franchise fee factors in
effect on December 31, 2005. Electric Delivery wi!! not seek to impose a refund or credit
obligation on Member Cities for franchise fees already paid under the increased franchise fee
factors.
5. Electric Delivery agrees to amend its existing franchise agreements with those Member
Cities who receive their annual franchise fee payinents from Eh:ctric Delivery on a prospective
basis, and who wish to receive franchise fee payments on a quarterly basis, to reflect the
following points. Implementation of this amendment will be at each eligible Member City's
option. Exhibit C is a list of Member Cities who are eligible to take advantage of this provision.
For the purposes of this Agreement, "privilege period" is the period during which Electric
Delivery will have the right to Use the public rights-of-way to deliver electricity to a retail
customer. "Basis period" is the period during which kWh delivered to each retail customer
whose consuming facility's point of delivery is located within the Member City's municipal
boundaries is used for the payment calculation.
(a.) In calendar year 2006, the annual payment to be made by Electric Delivery to the
eligible Member Cities will be paid in full on the date required by the applicable
franchise agreement.
(b.) Electric Delivery agrees to amend the franchise of eligible Member Cities to make
quarterly payments on a prospective basis in lieu of the annual prospective
payments as follows:
(i.) A quarterly payment schedule will be established with the first quarterly
payment due three months after the 2006 annual payment date in the
existing franchise.
(ii.) If the franchise amendment reflecting this Agreement is not effective prior
to the first quarterly payment date, Electric Delivery will pay any quarterly
payments due within 30 days of the effective date of the amendment.
Subsequent payments will be made in accordance with the schedule
established in the franchise amendment.
(iii.) The basis period used in determining the first quarterly paym<:;nt wi!! be
the three-month period immediately following the end of the basis period
designated in the existing franchise agreement that corresponds to the last
annual payment made in 2006. The basis period used in determining each
subsequent quarterly payment will be the subsequent three-month period.
Page 2
(iv.) The privilege period covered by the first quarterly payment will be the
three-month period immediately following the end of the privilege period
designated in the existing franchise agreement that corresponds to the last
annual payment made in 2006. The privilege period for each subsequent
quarterly payment will be the subsequent three-month period.
(c.) For an eligible Member City that chooses to amend its franchise agreement with
Electric Delivery in this manner, Electric Delivery will cease to make annual
franchise fee payments after December 31,2006.
(d.) In no instance will Electric Delivery agree to payment provisions that would
require payment for the same privilege period twice.
(e.) The franchise amendment must extend the term of the amended franchise
agreement for at least five years beyond its Current expiration date.
(f.) Since the quarterly franchise payments will correspond to a privilege period that
is more than 12 months beyond the date of the payment, no franchise payments
will be made during the final year of the franchise term unless the franchise is
extended as set out herein. The amended franchise agreement will include a
provision allowing Electric Delivery to elect to make one or more quarterly
payments during the final year of the franchise term that will prepay in full the
corresponding number of quarterly franchise periods that extend beyond what
would otherwise be the term of the franchise agreement. The amended franchise
agreement will include a provision requiring that any subsequent franchise
agreement must recognize that any quarterly payments made during the final year
of the amended franchise agreement term constitute full payment for the relevant
quarterly franchise periods.
(g.) Unless the existing franchise agreement is due to expire within 12 months of the
date this Agreement is ratified, no other changes to the franchise will be included
as part of this franchise amendment. If the existing franchise agreement is due to
expire within 12 months of the date this Agreement is ratified, the parties' ability
to negotiate other provisions of the franchise at the time the franchise is amended
. to accommodate this Agreement is not so limited.
6. Each person executing this Agreement represents that he or she is authorized to sign this
Agreement On behalf of the party represented.
7. The Signatories expressly acknowledge and agree that oral and written statements made
by any party or its representative during the course of the negotiations that led to this Agreement
Cannot be used or pomayed as an admission or concession of any sort and shall not be
admissible as evidence in any proceeding in any forum.
Page 3
Executed on this the 2.?if.Jay of January, 2006, by the Signatories hereto, by and through
their undersigned duly authoriZed representatives.
TXU Electric Delivery Company
Steering Committee of Cities Served by TXU
Electric Delivery Company on behalf of all
cities listed on Exhihit A to this Agreement
By:
~j1~/iJJ
VLLS ~1~
~
By: .~
Its: ('),,;r.:5J''''-'I !;f,,~
Its:
Pa;se4
City of Addison
City of Allen
City of Alvarado
City of Andrews
City of Archer City
City of Arlington
City of Belton
City of Benbrook
City of Big Spring
City of Breckenridge
City of Bridgeport
City of Brownwood
City of Buffalo
City ofBurkbumett
City of Burleson
City of Caddo Mills
City of Cameron.
City of Canton
. City of Carro Ilton
City of Celina
City of Centerville
City of Clebume
City of ColleyviIle
City of Collinsville
City of Comanche
City of Corinth
City of Crowley
City of Dallas
City of Dalworthington
Gardens
Ci ty of DeLeon
City of Denison
City of Early
City of Eastland
City of Edgecliff Village .
City of Euless
City of Farmers Branch
Ci ty of Flower Mound
City afForest Hill
City of Fort Worth
City of Frisco
Ci ty of Frost
City of Glenn Heights
City of Grand Prairie
City of Granger
City of Grapevine
City of Gunter
City of Harker Heigh"
City of Heath
City ofHennetta
City ofHewirr
Exhibit A:
City of Highland Park
City of Honey Grove
Cir; of Howe
City of Hurst
City of Hun 0
City of Irving
City of Jolly
City ofJosephine
City of Justin
City of Kauman
City of Keller
City ofKerens
City of Lakeside
City of Lame sa
City of Linda Ie
City ofLinle River Academy
City of Malak off
City of Mansfield
City of McKinney
City of Midland
City of Murphy
City of Murchison
City of New Chapel Hill
City of North Richland Hills
City of O'Donnell
City of Oak Leaf
City of Oak Point
City of Odessa
City of OviIla
City ofpalestine
City of Pant ego
City of Paris
City of Plana
City of Ranger
City of Rhome
City of Richardson
City ofRichland Hills
City of Roanoke
City of Robinson
City of RockwaIl
City of Rosser
City ofRowlen
City of Sherman
City of Snyder
City of Sourhlake
City of Sulphur Springs
City of Sunnyvaie
Ciry of Swe:,IWarer
City of Te:71ple
City of The Colony
City ofTyler
City of University Park
City of Venus
City of Waco
City of Watauga
City of White Settlement
City of Wichita Falls
City of Wood way
Exhibit B
1 Addison : 0.002~ 0.002595 0.00262.9.. "" . ...o:.QO.2.?'l.? ........... ...~:.()().2..?!~
::IJt!~~lii.9~:~~::~:::::::::~::::~:::~:::::':":~~~~lniI:~.::~~'.:":.&.g~m~ ....:...::~:....:I~~}f;~. ::::::':~~:~::~::~..~~~i~~ ~::~::::'''..~:~.~~~j~l
4 :Andrews ......--..........-..........r.... 0.0031~5 .0.'003208 0.003239 0.003271 0,003302
:::.~.::li;j~~~ci~LY:::.::::::::~::.::.~~..T:~:~:::::~:~~~~{t::::::::~:::::.::~.~~~~~t ::::::::::::::::::~~~~~r~ ::::~::::::::::::::~.~~~~~:~ :::::::.::::::~:~:~~~t~~
....'j...riieiio.ii.................................r...........oooii'i's............"0:003177 ..-...........0003i08..................0003240 ..................0.003i7i
...8....:iieilb.rooiZ.............-..-..........:..............0..00iooi ......,..............0:003062' ..................0:00309.2 ...................--0:00312'2 "''''''''''''''''0'00315'2
.::~rI~:;~c~~t~~~:::=.:.:~:~~.~~=r~.:::~=:~~:gg1~:~f :~::==~==::~.gg~~~~. ::~~=:.=~.~:g.~~~~f~ .:.~~~~~:~:~~~:.~~:~m :::::~==-==:g.~~.~~~
:::n:::r~;1~~~~:~::::::::~~~.~=:~:I~:~~::::~:~~~~t~ ::'=::=~'=:::::~~~~~:f~~ :::=~:::=::::~~~~~f~~' ::=~~:=:::~:::~:~~:~fi~ :::::::~:::=~:::~~:~~~~r~
...I:i...;8uifiiio.....................................j.............0:ii03i33 ........-.........0:.003.196. .....................0:.00j.227 .....................0:00'3258. .......-........:..0:00'32
'90
...!4...T8u;ktiumett..........................:-...........O.003003 .................-0:00j06.3. .....................0:00j093 .....................0:.00'312'j. ....................0:00'3'153
...15...;.8u;ieson...................................:..............0..00Z97'6 .........-.........0:.0..6j03.6. .....................0:00j065. ....................0:003095. ......................0:00
'3'125
...lii...rcaddo..M.iiis-...................-....:.............o.-00i4.iii .....................0:003'486 ....................0:00j.52'1 .....................0:00'3.555 .........._.....0:003589
...li..rca;:ne~o;:;.........-.........-....-T.._.......ii:00i8'5i ....................0:.002.930 .._..............0:002959 .....-.-.........0:00298.8 ...........-.-.0:00'301.7
....is...jcailioil.....--..................-..-:.......-.O..-0.032'i'6 ...................0:0032iio ""'''-'''''''''''0:'003'312 ...................-0:003345 ""-"'--""'0.003377
...19...fcarro.llic;;;-....-.....-...............:'...-.o'.'ii{j.2ii.95 ........-.........0:.002749. .....................iioo.2776 ....................0:002803 ................-.0.:002830
...2:0...:(;;iioa.....-.............-.............1-.......0:.00i2'00 .....................0;00j.264 .......-.......-0:00'3.296. .......-...........0:003]2'8 ...-.--......0:003i60
::1I::~i~~~i~==~:~:~~=::==~::==~~:~::~~~~1~ ::.=::~:~~:=:~:~g~~M :::::~::~::~:::::~:~g~~;~: ::::::::~:~~:~::~.~g:~~~ ~::~:::::::=::~.g;~~~~~~
~fll~E~~i~II~~llll~~:~:tIIJ~~llm~~I~1
:~~{:::t~i~~e:y.:::::=:::~:=:::~:::~:==::~:::~:::~~~~.~~~~~ ..~::=:~===:~.~~~~~~ :.::~:::~:~:~=:~:~~~~~~. :::==~:=::~::g:gg~~~~ ~:::~-==::~:~~~g:~~~~
~}~::I~~[~9..~~l~~~~?~~:~ii!..d:e.iijJ:~=:=~~;iJ.Q~g:?~ :=:::~==...o.::QQ~:Q~~. ~:==~~~:.:~9.;QQ3..!I~ :::=::::~~:=):Qg:3.F~ ~.===.=::~:~Q;Qg:m:~
30 :De Leon i 0.003280 0.003346 0.003378 0.003411 . 0.003444
:H;~~;:==~f:=lft~:==lllI==I~R1!:=~1'lli!:~ft!J
::E::::~~9~~iift::;;;i~~9.~::::::::~:::=:I::::::::::Q;go~!~~ :::::=::::~:::~9~:Qii:~:8.5.~:::~::::~::::~:=Q~O'Q~:8.~g: ::::=::~:~=:~:=O':Qg}9.g:8.:::~==:=:~Q:QQ~?3.~
35 ,Euless : 0,002971 0.003030 0.003060 0.003090 0.003120
...3.ii...:.Fa~;;:;e.;s..8;:anch..................:-.............0..002'452 ....................0:002.501. .....................0:00252'6. ..........-.......0:002550. .....................0:002575
jT:r~i9.'ii~:;::0:(j~6:~::=:==~==~~:~:::g;QQ~iJ.~I :::::=::::=::::o~:@Q?'~ ::::~===:~:::Q::Q@?:~ ~~::~==~ii:~9.g:3.:~~:~' :::::=~:~~~-=Q:9.gX~~}
38 : Forest Hill : 0.002915 0.002973 0.003002 0.003032 0.003061
...J.g...rForr.wCirtii-.........................,..............0.:0025.51.....""'-''''''0:002704' ....................O:O0273.{ .....................0:002757 ....................0:00.2784
.-.........:...........................-.............-.........,._......_M.__............................~_......................................................................._....................
...................._.................................
40 :Frlsco . 0.00296 0.003023 0.003053 0.003083 0.003112
...41...rF~ost........................................:..............ii:iioi3j6 ...................0:003403. ....................0:003'436. .....................0.:00346.9 ..........-........0.:00350
3
'.........., ..................................................--.......................... ..........1.....-....................... ............ ..........................................,....
..........................--... '"'''' . .........._........................ ....
42 :Glenn Heights '0.003110 0.003172 0.003203 0.003234 0.003266
....................--............................................,.................................,......--.................................. .......................---...............,
......................................,.,. ..................................,......
43 :Grand Prairie : 0.002651 0.002704 0.002731 0.002757 0.002784
:~::~r~~9:e;....:.....~::.::::.::::..:::::::.C::::...~goQ~3ij21.:.:.........::..Io..oj.j6tJ,.....:::::::::::::o.:.@.~.~4.'..:.::::.:::::~.~.O':@:s~.~}..::::::~:::::::::.g::.o.0355:~
45 'GraDevine : . 0.0025451 0.0025961 0,002621 0.0026471 0.002672
~1~i~~~~~~~:~E~I~!!I~~~l~ll!!!I~::~1~1ill::=~3!!!IHI~~3JIll]
49 ,Hennena : 0.00322~ 0,003291 0.003323 0.0033551 0.003387
;f-,~i~~~~~~:~f-~lllll~_~~lilljlli:::~-~lili~~~~:lfll11f~~ilijI
Exhibit B
55 iHutto 0.003395 0.003-%3 0.003497 0.003531 0.003565
.s-6""ii;;iiig............-....----..-.-.....:............ OOOi5S0.....-....000i7ii3......------0:oii2i30 ..-....-.........000i7S6 .:.~~:~:::::::iJ6.027 8 3
57 ,joily.........-..--....---..........---..-Tm-...m0002 96;;""'-"'-' 0:003'026 -.........-.......00ii30S6.....-.-...........000308 6 0.0031 ! 5
..5ii-.~joseiiiiiii.e-.................-.........-...........00032ii...-""""'0. 00328S ..-..-..--......0: 0033is--.......-......-..0.0633io......-............0: 00 3382
...i9--'jus3c.....-.....----....-...........-....T...........000324i...-............0003308 ....................0:003340. ............-........00033ii .......-.-.........000340S
...iio...fi<.auriiian-......-..---......-......-;-..-.......ooiii029-...-............0:003090-.-...........0:003iio..............--..o:06J"iso "''''''''-''''''0:003i"iio
..siTi<eiier..--...-......-....-....-:............0:003061....-............0:003ii2-..............--0:oii31S3...--.-....-....0:003.iii3 -....-...-.......0.003214
..ii2.;-i<ereiis.........--................-............-......00iii3ii....-.-..---00ii33;;s......-.-.....0:00"3411..............-..0:003444...............'''6003478
..ii3-TG.i(E;;iCie....-......-......--.........r----.......ii:ooii68 ............-...-...0-:oii3231 ...-..-............0:oii326"3. ...............-...-0:00329.5 ..---...........-..--0:003326
-::E.:LL;j.;;:;~:::.~==:~:::~:::::::=:~::r::~.~::::9;ii(j}iB.~:::~~:=:::::':o.:@!.o.~: =:::::::~:=:.::I(j9i!~~ :==~~:::::o.:o.9)!~7. ~::=::~=:::jLo.9X!~}
65 ,Lindale i 0.002999 0.003059 0.003089 0.003119 0.003149
:~E[Q~I~:Ai~:~~:~9.i~.~;;:;z:~:=r:::::~:_~:9:O'9j.i~~.~::::==~.=:9.;.(j9~.~.i~ ~:::~::::=~~:_o.;(jo).?5..l ::::~:::=:~:~::_o::.o.9:#ii? ~::=:~~~:::=ii.:@.~.I:~
67 iMalakoff i 0.002847 0.002904 0.002932 0.002961 0.002989
JIT~:a.~i.I~i~~:.~.=:~:~:::::::::::::::::::::::::.~::::::o:ii.@3.~ ::.=:~:::.~:::~:I.(j9.~.~9..i::~~:::::=.~=I(j9X9.i:~. :==::~:~-~:::~o.:9.9}9.~7.' ::::=~.~:~-=~:9:;@9.?~
69 ,Mckinney '0.002728 0.002783 0.002810 0.002837 0.002864
:::?ii.::B@:a.~~~::~:::::::::::~:~:~:~::::=:1=~:::~::::ii;:ii.9~~.~ ::::~:~:::~::::~:o.;(jO'~9..O'~: ::::=~::::::~::::9:;:@9.~.? ::::~~:===~:o.;.(jii.3.Q~X ~::=~==::~:o.:o.g3.9.9.!
71 'Milford '0.003383 0.003451 0.003484 0.003518 0.003552
jI:[~:~~~Ei~9!2~=::~=~:~:~~:=:J=:::~~:Iii.:9.3.3.:~i :::::::::::=::~::Q::O'ii.~~!~:::::~::::::~:::~O';QQ3.~s.~. :=::::=:~:~::::Q:Qii.3.~~:~ ~::==:=ii.~ii.ii.3.~i:9.
..!}...It:1~.rp.~.L.c.__........___.....:..........._O:gg.~Q?.s. ..-............-..O':-QO'~-~:l9....._....__...._9.:.QQ~.~?9 .........-.......O':'O.ll.~.2.9..~ ..-.._........-9,-Q9~2.~2.
74 ,New O1apel Hill . 0.003156 0.003219 0.003251 0.003282 0.003314
::!.I:rEi.Ci~iiAi~a.E~@~::~=J_===:ii.;:99~~3.? ::.~~-~-~:=~-~:Q::6.iJX~9.~ ~=:~~::=:~=Q~(j9~9.~?_ :~:~:-==:::~Iii...O?9.j:g ===~=IQg:?9.?:9.
..!.~...L9...J:)9."-~.~JJ................_......_._..L_..._.9,99.3.~.~.2. ..-.-...-.......O',QO'~.3..9.9.. -....-..-.........9.:D.g.3..~~.? .........._......._g_:.Qg.~.~?~ ...-......-......9,.O'9}~9.
9.
77 ,Oak Leaf '0.002965 0.003024 0.003054 0.003084 0.003113
~!.fliJ..a.~.~~i~C=.~.~:=::::::=I..-=:~.~-=ii~g.g3.9.7.~.~~=.::=~-=oji9.3..!~g =-~~~~:=::~~(@.!?Q. :.====.=::.=:=o.;9.Q~~Qj =:=~=:=Io.Q~.m
79 ,Odessa '0.0030-% 0.003107 0_003137 0.003168 0.003198
=]:9JiJ.~ii!~:::.~:==~::=:=.~.~:.~.==.L:=::=~~9.g.3.g:3..8. ..=~=~:=Q;9.9.3.Q.9.~ ...:.::.==:IijQ.3.X%~: .::=:=.~::..~.I9.9.3.!~:g =.~=~~:~==:Io.93.!~~
81 ,Palestine j 0.003017 0_003077 0.003108 0.003138 0.003168
=.-sII~~~~~~:9=-=~.~:~=::~~~=~~.C~:~==g.):@}:o. ::=~~:~::~::3i::o.9}~8 :::~=:::::==.IQ9.3.~.o:~ ::::.=~::=:=:9.:_9.o.~.3.~:~ :.==.=:=~:9::o.9I3.!J
83 ,Pans j 0.002407 0.002455 0.002479 0.002503 0.002527
:::E:T~i~.~ii::~:::~:.~=~:::~_~::::~:::~~::T==:~~.~9:iimCj ::~::~::~::=:::~O':9.9}?~~:::=:~~::~.I:O'g:~~.1:? ::==.=~:1i:Q9:?_~~:9. ::===:::o.:@:a.~.Z
85 ,Ranger '0.003232 0.003297 0.003329 0.003361 0.003394
~:~.~:.:I~.6~;;;;.~=:.=::::.=~::.:::~::=~:~:=.::1.:.=~::::.~:C@g~X~Cj .....::~:=:.=~~O':Q9.~:~~: :::::::~.~:::::~T6.9):??~ ::.~=:::::~~~::q;:o.9.3.3.ii.7. ~:~=-==::=:I@3.~:9.
87 iRichardson '0.002608 0.002660 0.002686 0.002712 0.002738
...8ii..TRiciila-nCi..Hiii~...........--......-i..........---.0.:ii.03094 ..-...-............0:00315.6. ''''''-'-''''''''''0:00"3"187' ........._-.0:00"321"8 ........-_.....-0:003249
...s.9...TRoailoke............-..................;-........-....0:0.031"67 .............-......0:.003236 ........_..-......0:003262. ......................0-:003294 "''''''''-'''-'''''0:0033'2"S
~~ijJ~ii:b.i~~9.6:=:::~::::=~::~:~:~::::::;:::~=::::::9;:99jJ:!~ ::::::::::::::=:~::O~:6.o.3.i~:i: .:::::::=::::~:~Io.iJ.3.:?i} :::::~:::=.~:~:~o.:.(j9:3.~~ :::~====Q;iJ.@!~
91 iRockwalJ i 0.002813 0.002869 0.002897 0.002926 0.002954
...9.i...Rosser............-.....................1..---.........ii:0032"S8 ...................0:00332"3. .............---.-.0:003356. .........-.........:.0:60"3388. ..-..-.-..---..0~00"342"i
...g"3...TR:owiett.........-..........-........;.-...-...-0:.0030.68 .-..................0:003129. .....................0:003i"iio. ....._........0:00"3i9i. ..-....--.........0-:00322.i
..-94...;-siieriii.an-..........--......-.;......-..--.0:.002iEii" ............_...-0:.062327" .............-.......0:002349 .........-...........0:00237"2 ..................-0-~0-0-2395
...g.s...'Scy.Cier............................-........,........-...o:.003i73 ......-......-....0:003236. ..............-......0:00326S ......-............0:003300 ....._..-.......0:003332
.:.~(I~~0ia.B~::::::.~.~::::~~:::~:::.~~:.C::~:~~.9~g:9_3.9.3..! ..::::.=::=.::~iJ.;9.93.9..9~. .:.:=::::::::=.~_o.;9.g)!?:?' ::.:~~:~:::::~~.o.;.(jiJ.3.T~~ :::::=::=~::~Q:-9.@~:3.
...~?.L~.U.lg~u..r..~p.r.~n.9.s.........._.......:..............9-.99.2.!.~? ......................Q:O'92..~.2.2. ......---............D.:QQ2..8:5.9 ....-_............_Q:o.g2.~!~ .-........._--....Q:
-O'Q2..~Qs.
. 98 :Sunnyvale i 0.002433 0.002482 0.002506 0.002530 0.002555
.99...fsweet;~aie-;...-.-................i..---..--...ii:-o.iijiiio .......--...-.....0:003.162. ...-..--..--..0-:0-ci"3i"93. ..-..-..-..........0:003224 .....-.....-....0-:003255
IKl~~~l~,~:l~:li=:JlfjHI:~~lHm1rl~~:lHjllt!~~II!llIlrl~~IBII!tl
i~I~~~t'=:::::t::::t~~mji==E~~l1;li=:~11!1::::E:~~;1L=:~Egllii
JQ.:5..:Waco . 0.0026301 0.0026031 0.002709 0.0027351 0.002762
Ilfi~~~i~~~1:1:::i~:i~ltljlI11::i~'iiiii-l-11~fi1il-1=:~~IHil1i'11111
Exhibit C:
City of Addison
City of Allen
City of Alvarado
City of Andrews
City of Archer City
City of Belton
City of Benbrook
City of Big Spring
City of Breckenridge
City of Bridgeport
City of Brownwood
City ofBurkhurnett
City of Colleyville
City of Corinth
City of Crowley
City of Dalworthington Gardens
City of DeLeon
City of Denison
City of Early
City of Eastland
City of EdgecliffV illage
City of Euless
City of Farmers Branch
City of Flower Mound
City of Forest Hill
City of Glenn Heights
City of Grand Prairie
City of Granger
City of Grapevine
City of Heath
City of Henrietta
City of Hewitt
City of Honey Grove
City of Irving
City of Jolly
City ofJ osephme
City of Justin
City of Lakeside
City of Lamesa
City of Little River Academy
City of Malak off
City of Mansfield
City of McKinney
City of Midland
City of Murchison
City of Murphy
City of New Chapel Hill
City ofNoI1h Richland Hills
City of O'Donnell
City of Oak Leaf
City of Oak Poim
City of Odessa'
City ofOvilla
City of Pant ego
City of Paris
City of Plana
City of Rhome
City of Richland Hills
City of Roanoke
Ci ty of Robinson
City of Rosser
City of Rowlett
City of Snyder
City of Southlake
City of Sunnyvale
City of Sweetwater
City of Temple
City of The Colony
City ofWatauga
City of White Settlement
City of Wichita Falls
City of Wood way.
ATTACHME;NT 1
Annual Prepay Non-Steering Committee Cities
ACKERLY CHANDLER FAIRVIEW KNOLLWOOO NACOGDOCHES RENO-LAMAR V ALLEY VIEW
ALEDO CHICO FORSAN KRUM NAVARRO RENO-PARKER VAN
ALMA CHlRENO GAINESVILLE LACY -LAKEVIEW NEVADA RITREAT WEIR
ANGUS CLARKSVILLE GARLAND LAKE BRIDGEPORT NEW FAIRVIEW RICH LAND WELLS
ANNETTA COAHDMA GARRETT LAKE DALLAS NEWARK RIESEL WESTBROOK
ANNETTA NORTH COLORADO CIlY GEORGITOWN LAKE WDRTH NEYLANDVILLE RIVER OAKS WESTOVER HILLS
WESTWORTH
ANNETTA SOUTH COMMERCE GHOLSON LAKESIDE CITY NOLANVILLE ROSCOE VIlLAGE
APPLEBY COOL GODLEY LATEXO NOONDAY ROXTON WICKETT
ARGYLE COOPER GOUNDA LAVON NDRTHLAKE RDYSE CIlY WILLOW PARK
ATHENS COPPELL GOODLOW LEONA OAK GROVE RUNAWAY BAY WILMER
AURORA CORSICANA GORMAN LEROY . OAK VALLEY SACHSE WINDOM
AlLE CRANDALL GRAFORD UNDSAY OGLESBY SADLER WINK
BALCH SPRINGS CRANE GRAHAM UPAN PARADISE SAGINAW WYUE
BARRY . CRESSON GRANDFALLS LORAINE PARKER SALADO YANTIS
BARTLETT CROSS ROADS GRAPELAND LORENA PAYNE SPRINGS SANCTUARY ZAVAlLA
BEDFORD CUMBY GUN BARREL CIlY LOVELADY PECAN HILL SANSOM PARK
BELLEVUE DEAN HALTOM CITY LOWRY CROSSING PENELOPE SAVOY
BELLMEAD DESOTO HASLET MARSHAll CREEK PFLUGERVILLE SHADY SHO RES
BElLS DIBOLL HEBRON MAYPEARL PUEASANT VALUEY SOUTH MAYO
MCLENDON-
BEVERLY HIlLS DODD CITY HICKORY CREEK CHISHOLM PDNDER SPRINGTOWN
POST OAK BEND
BLUE MOUND DORCHESTER HIDEAWAY MEUSSA CIlY STANTON
BRUCEIJILLE-EDOY DUNCANVILLE HOWOAY MILANO POTTSBORO SUNSIT
BUCKHOLTS EOOM HUOSON MILO RED POWELL THORNTONVILLE
BURKE ELECTRA. HUOSON OAKS MILLSAP POYNOR THRALL
BYNUM ELGIN HUTCHINS MOBILE CITY PRINCITON TIRA
ENCHANTEO
CAMPBELL OAKS IDWA PARK MONA HANS PYOTE TOOL
MORGANS POINT
CANEY CIlY EUREKA JOSHUA RESORT QUINLAN TRINIDAD
ORBON EUSTACE KE=NE MUENSTER RAVENNA TROPHY CLUB
CASHION
COMMUNITY EVERMAN KENNEDAlE MUSTANG RED OAK TROY