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HomeMy WebLinkAboutOrdinance 17-020 Granting Oncor Electric Delivery Company an Electric Power Franchise with AcceptanceORDINANCE NO. 17-20 AN ORDINANCE GRANTING TO ONCOR ELECTRIC DELIVERY COMPANY LLC, ITS SUCCESSORS AND ASSIGNS, AN ELECTRIC POWER FRANCHISE TO USE THE PRESENT AND FUTURE STREETS, ALLEYS, HIGHWAYS, PUBLIC UTILITY EASEMENTS, PUBLIC WAYS AND PUBLIC PROPERTY OF THE CITY OF UNIVERSITY PARK, TEXAS, PROVIDING FOR COMPENSATION THEREFOR, PROVIDING FOR AN EFFECTIVE DATE AND A TERM OF SAID FRANCHISE, PROVIDING FOR WRITTEN ACCEPTANCE OF THIS FRANCHISE, PROVIDING FOR THE REPEAL OF ALL EXISTING FRANCHISE ORDINANCES 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. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF UNIVERSITY PARK, TEXAS: SECTION 1. GRANT OF AUTHORITY: That there is hereby granted to Oncor Electric Delivery Company LLC, its successors and assigns (herein called "Company"), the 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 and other public property (Public Rights-of-Way) of the City of University Park, 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 its own use), (herein called "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 8. SECTION 2. Company shall not place Facilities where the same will unduly interfere with any existing gas, electric, or telephone fixture , water hydrant, water main, drainage !facility, or sanitary sewer, and all such Facilities shall be placed in such manner as not to unreasonably interfere with traffic over streets , alleys, and highways. Likewise, the City will seekr after the effective date of this Franchise, to include in City's agreements with other utility francHisees and Public Right-of-Way users provisions requiring that such users shall not interfere with existing Company Facilities. SECTION 3. Company shall have in place a Vegetation Management Program, and shall provide City with a current copy of same, upon request. Company shall conduct its tree- trimming activities in accordance with i) its Vegetation Management Plan, as amended , and filed with the Texas Public Utility Commission under Substantive Rule 25 .96(e), and ii) its Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 1 related Distribution Vegetation Management Program and Guidelines, as amended by Company from time to time and will address conce'rns or complaints with regard to its tree trimming activities upon request by City. Except in emergency situations or in response to outages, Company shall notify property owners and the City prior to beginning planned Distribution tree trimming activities. SECTION 4. Use of the Public Rights-of-Way by Company shall be governed by the Texas Constitution and subject to applicable and controlling local, state, and federal laws, rules, and regulations as amended. The City reserves the right to lay, and permit to be laid, storm, sewer, gas, water, wastewater and other pipe lines, 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 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, storm sewers, drainage basins, drainage ditches, and the like. Upon request by City, Company shall relocate its facilities at the expense of the City except as otherwise required by Section 37.101 (c) of the Texas Public Utility Regulatory Act (PURA), which statutory provision currently states, the governing body of a municipality may require an electric utility to relocate the utility's facility at the utility's expense to permit the widening or straightening of a street. City and Company further agree that widening and straightening of a street includes the addition of any acceleration, deceleration, center or side turn lanes, and sidewalks (meaning sidewalks done in conjunction with widening or straightening of a street), provided that the City shall provide Company with at least thirty (30) days' notice and shall specify a new location for such facilities along the Public Rights-of-Way of the street. Company shall, except in cases of emergency conditions or work incidental in nature, obtain a permit, if required by City ordinance, prior to performing work in the Public Rights-of-Way, .except in no instance shall Company be required to pay fees or bonds related to its use of the Public Rights-of-Way, despite the City's enactment of any ordinance providing the contrary. With respect to new Company Facilities not located in public streets, alleys, or highways, to the e>.ctent the Company is authorized to locate such Facilities on or in parks or other municipal property by the Texas Statutes and PURA, installation of new Company Facilities in parks or other municipal property shall be subject to approval by the City Manager prior to construction or installation; provided however, sa id approval shall not be unreasonably withheld. Company shall construct its facilities in conformance with the applicable provisions of the National Electrical Safety Code (NESC) or such comparable Oncor Electric Deliver; Company LLC/City of University Park Electric Franchise Page 2 standards as may be adopted to replace the NESC should the NESC no longer be applicable. Company shall perform work in a timely manner, and to the extent practicable shall promptly clean up and restore to the same condition at the time modified or altered by Company, all Public Rights- of-Way that Company has modified or altered consistent with applicable local, state, and federal laws, rules, and regulations . If the City requires the Company to adapt or conform its Facilities, or in any manner to alter, relocate, or change its Facilities to enable any other corporation or person to use, orl use with greater convenience, said street, alley, highway, or public 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. 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 5. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 3 ,, 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. J 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 fo r all costs of defense shall be apportioned between the City and Company based upon the comparative fault of each. 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 5.8 and 5.C. SECTION 6. This franchise is not exclusive. and nothing herein contained shall be construed so as to prevent the City from granting other like or similar rights, privilleges 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 7. In consideration of the grant of s;:3id right, privilege and franchise by the City and as full payment for the right, privilege and franchise of using and occupying the said Public Rights-of-Way, and in lieu of any and all occupation taxes, assessments, municipal charges, fees, easement taxes, franchise taxes, license, permit and inspection fees or charges, street taxes, bonds, street or alley rentals, and all other taxes, charges , levies, fees and rentals of whatsoever kind and character which the City may impose or hereafter be authorized or empowered to levy Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 4 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 will be made on or before August 15, 2017 for the basis and privilege period of April 1, 2017 through June 30, 2017 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 0.002792 (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 0.002932 (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 0.002792 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 November 15 February 15 May 15 Basis & Privilege Period Jul. 1 -Sept. 30 Oct. 1 -Dec. 31 Jan. 1 -Mar. 31 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 5 ·' August 15 · .Apr.1 -Jun. 30 1. The first payment hereunder shall be due and payable on or before November 15, 2017 and will cover the basis and privilege period of July 1, 2017 through September 30 , 2017. The final payment under this franchise is due on or before August 15, 2037 and covers the basis and privilege period of April 1, 2037 through June 30 , 2037; and 2. After the final payment date of August 15, 2037, 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 DD1 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 through December 31 of each calendar year. 2. The franchise fee amounts that are due b~sed on "Discretionary Service Charges" shall be paid at least once annually on or before April 30 each year based on the total "Discretionary Service Charges", as set out in Section 7C , received during the preceding calendar year. The initial Discretionary Service Charge franchise fee amount will be paid on or before April, 30 2018 and will be based on the calendar year January 1 through December 31 , 2017 . The final Discretionary Service Charge franchise fee amount will be paid on or before April 30, 2037 and will be based on the calendar months of January 1 through June 30, 2036. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 6 that portion of any tariff which provides fo r 1 00% 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 caljse any other person or entity to take any action, to prohibit the recovery of such franchise fees by Company. 6. In the event of a regulatory disallowance of the recovery of the franchise fees on the Discretionary Service Charges, Company will not be required to continue payment of such franchise fees. SECTION 8. 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. The right, privilege and franchise granted hereby shall expire on June 30, 2037; 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 9. This Ordinance shall supersede any and all other franchises granted by the City to Company, its predecessors and assigns. SECTION 10. 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 ot 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 . SECTION 11 . In order to accept this franchise, Company must file with the City Secretary Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 7 its written acceptance of this franchise ordinance within sixty (60) days after its final passage and approval by City. SECTION 12. 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. PASSED AND APPROVED at a regular meeting of the City Council of University Park, Texas , on this the 20th day of June, 2017. Olin La{!f , ~ p, 1 ATTEST: Christine Green, City Secretary STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § Mayor, City of University Park 1 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 8 Ron McCune Franchise Manager, Municipal Relations Oncor Electric Delivery 1616 Woodall Rodgers Fwy Suite 6A-011 Dallas,TX 75202-1234 Tel (214)486-5678 Fax (214)486-3221 ronald.mccune@oncor.com August 2,2017 The Honorable Olin Lane Mayor City of University Park 3800 University Blvd. University Park,Texas 75205 Dear Mayor Lane: Enclosed is a copy of the newly passed Franchise ordinance including two acceptance agreements for the City of University Park,Texas. Please have the two original acceptance agreements signed for the Franchise ordinance and sealed by the City Secretary of University Park and return one to my office for handling. Please let me know if you have any questions. Sincerely, Enclosures Cc:Grace Daniels STATE OF TEXAS § § CITY OF UNIVERSITY PARK § WHEREAS,there was finally passed and approved on June 20,2017 Ordinance No.17-20 granting to Oncor Electric Delivery Company LLC,its successors and assigns,a franchise to furnish and deliver electricity to the general public in the City of University Park,Dallas County,Texas,for the transporting,delivery and distribution of electricity in,out of and through said municipality for all purposes, which is recorded in the Minutes of the City Council of said City;and WHEREAS,Section 11 of said ordinance provides as follows: "SECTION 11. In order to accept this franchise,Company must file with the City Secretary its written acceptance of this franchise ordinance within sixty (60)days after its final passage and approval by City." AND,WHEREAS,it is the desire of Oncor Electric Delivery Company LLC, the holder of the rights,privileges and grants under the aforesaid franchise ordinance,to comply with the above-quoted provisions of Section 11 thereof. NOW,THEREFORE,premises considered,Oncor Electric Delivery Company LLC,acting by and through its duly authorized officers,and within the time prescribed by Section 11 quoted above,does hereby agree to and accept the franchise granted to it by the above-described ordinance,in accordance with its terms,provisions,conditions and requirements and subject to the stipulations and agreements therein contained. Q WITNESS THE EXECUTION HEREOF,on this the l!_day of __~_~......._'2017. Oncor Electric Delivery Company LLC STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § I,_~_._t{'''__1s_tI_'Y\_-c-_b__-e_~,City Secretary of the City of University Park,Texas,do hereby certify that the attached Acceptance executed by Oncor Electric Delivery Company LLC is a true and correct copy of a formal acceptance of a franchise ordinance finally passed and approved by said City on June 20, 2017,and of record in the Minutes of the City; OF WHICH,witness my official signature and the seal of said City on this the ?/d-day of fl.\A~S'l.s-+,2017. ~~ City Secretary City of University Park,Texas 2 City of University Park Committed"to P.J(f:e{(ence STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § CERTIFICATION OF CITY SECRETARY I,CHRISTINE GREEN,City Secretary of the City of University Park,Texas,a municipal corporation,in the performance of the functions of my office,hereby certify that the attached is a true and correct copy of Ordinance 17-020 of the City Council of the City of University Park, having been passed and approved by the City Council of the City of University Park,Texas on the 20th day of June,2017,and that I am the lawful possessor and have legal custody of said record. WITNESS MY HAND AND SEAL OF THE CITY OF UNIVERSITY PARK, TEXAS THIS THE 5th DAY OF JULY,2017. Christine Green,City Secretary City of University Park,Texas 3800 UNIVERSITY BOULEVARD UNIVERSITY PARK,TEXAS 75205-1711 www.uptexas.org TELEPHONE (214)363-1644 ORDINANCE NO.17-20".--'" AN ORDINANCE GRANTING TO ON COR ELECTRIC DELIVERY COMPANY LLC,ITS SUCCESSORS AND ASSIGNS,AN ELECTRIC POWER FRANCHISE TO USE THE PRESENT AND FUTURE STREETS,ALLEYS,HIGHWAYS,PUBLIC UTILITY EASEMENTS,PUBLIC WAYS AND PUBLIC PROPERTY OF THE CITY OF UNIVERSITY PARK,TEXAS,PROVIDING FOR COMPENSATION THEREFOR,PROVIDING FbR AN EFFECTIVE DATE AND A TERM OF SAID FRANCHISE,PROVIDING FOR WRITTEN ACCEPTANCE OF THIS FRANCHISE, PROVIDING FOR THE REPEAL OF ALL EXISTING FRANCHISE ORDINANCES 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. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF UNIVERSITY PARK,TEXAS: SECTION 1.GRANT OF AUTHORITY:That there is hereby granted to Oncor Electric Delivery Company LLC,its successors and assigns (herein called "Company"),the 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 and other public property (Public Rights-of-Way)of the City of University Park,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 its own use),(herein called "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 8. SECTION 2.Company shall not place Facilities where the same will unduly interfere with any existing gas,electric,or telephone fixture,water hydrant,water main,drainage facility,or sanitary sewer,and all such Facilities shall be placed in such manner as not to unreasonably interfere with traffic over streets,alleys,and highways.Likewise,the City will seek,after the effective date of this Franchise,to include in City's agreements with other utility franchisees and Public Right-of-Way users provisions requiring that such users shall not interfere with existing Company Facilities. SECTION 3.Company shall have in place a Vegetation Management Program,and shall provide City with a current copy of same,upon request.Company shall conduct its tree- trimming activities in accordance with i)its Vegetatic~n Management Plan,as amended,and filed with the Texas Public Utility Commission under Substantive Rule 25.96(e),and ii)its Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 1 related Distribution Vegetation Management Program and Guidelines,as amended by Company from time to time and will address conce'rns or complaints with regard to its tree trimming activities upon request by City.Except in emergency situations or in response to outages,Company shall notify property owners and the City prior to beginning planned Distribution tree trimming activities. SECTION 4.Use of the Public Rights-of-Way by Company shall be governed by the Texas Constitution and subject to applicable and controlling local,state,and federal laws,rules, and regulations as amended.The City reserves the right to lay,and permit to be laid,storm, sewer,gas,water,wastewater and other pipe lines,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 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,storm sewers,drainage basins,drainage ditches,and the like.Upon request by City,Company shall relocate its facilities at the expense of the City except as otherwise required by Section 37.101 (c)of the Texas Public Utility Regulatory Act (PURA),which statutory provision currently states,the governing body of a municipality may require an electric utility to relocate the utility's facility at the utility's expense to permit the widening or straightening of a street.City and Company further agree that widening and straightening of a street includes the addition of any acceleration,deceleration,center or side turn lanes,and sidewalks (meaning sidewalks done in conjunction with widening or straightening of a street),provided that the City shall provide Company with at least thirty (30)days'notice and shall specify a new location for such facilities along the Public Rights-of-Way of the street.Company shall,except in cases of emergency conditions or work incidental in nature,obtain a permit,if required by City ordinance, prior to performing work in the Public Rights-of-Way,.except in no instance shall Company be required to pay fees or bonds related to its use of the Public Rights-of-Way,despite the City's enactment of any ordinance providing the contrary.WiJh respect to new Company Facilities not located in public streets,alleys,or highways,to the e).d:entthe Company is authorized to locate such Facilities on or in parks or other municipal property by the Texas Statutes and PURA, installation of new Company Facilities in parks or oth~r municipal property shall be subject to approval by the City Manager prior to construction or in.stallation;provided however,said approval shall not be unreasonably withheld.Company shall construct its facilities in conformance with the applicable provisions of the National Electrical Safety Code (NESC)or such comparable Oncor Electric Deliverf Company LLC/City of University Park Electric Franchise Page 2 standards as may be adopted to replace the NESC should the NESC no longer be applicable. Company shall perform work in a timely manner,and to the extent practicable shall promptly clean up and restore to the same condition at the time modified or altered by Company,all Public Rights- of-Way that Company has modified or altered consistent with applicable local,state,and federal laws,rules,and regulations. If the City requires the Company to adapt or conform its Facilities,or in any manner to alter, relocate,or change its Facilities to enable any other corporation or person to use,or use with greater convenience,said street,alley,highway,or public 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. 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 5. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 3 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 Cornpany 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. D.In fulfilling its obligation to defend and indemnify City,Company shall have the right to select defense counsel,subject to City's approval,vyhich 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 5.B and 5.C. SECTION 6.This franchise 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 7.In consideration of the grant of sa.id right,privilege and franchise by the City and as full payment for the right,privilege and franchise of using and occupying the said Public Rights-of-Way,and in lieu of any and all occupation taxes,assessments,municipal charges,fees, easement taxes,franchise taxes,license,permit and inspection fees or charges,street taxes, bonds,street or alley rentals,and all other taxes,charges,levies,fees and rentals of whatsoever kind and character which the City may impose or hereafter be authorized or empowered to levy Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 4 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 will be made on or before August 15,2017 for the basis and privilege period of April 1,2017 through June 30,2017 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 0.002792 (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 0.002932 (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 tlw Base Factor of 0.002792 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 fol!ows: Payment Due Date BasIs &Privilege Period November 15 .Jul.1 -Sept.30 February 15 Oct.1 -Dec.31 May 15 .Jan.1 -Mar.31 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 5 August 15 .Apr.1 -Jun.30 1.The first payment hereunder shall be due and payable on or before November 15, 2017 and will cover the basis and privilege period of July 1,2017 through September 30,2017.The final payment under this franchise is due on or before August 15,2037 and covers the basis and privilege period of April 1,2037 through June 30,2037;and 2.After the final payment date of August 15,2037,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 DD1 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 through December 31 of each calendar year. 2.The franchise fee amounts that are due b?sed on "Discretionary Service Charges" shall be paid at least once annually on or before April 30 each year based on the total "Discretionary Service Charges",as set out in Section 7C,received during the preceding calendar year.The initial Discretionary Service Charge franchise fee amount will be paid on or before April,302018 and will be based on the calendar year January 1 through December 31,2017.The final Discretionary Service Charge franchise fee amount will be paid on or before April 30,2037 and will be based on the calendar months of January 1 through June 30,2036. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 6 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. 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. SECTION 8.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.The right,privilege and franchise granted hereby shall expire on June 30,2037;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 9.This Ordinance shall supersede any and all other franchises granted by the City to Company,its predecessors and assigns. SECTION 10.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 ot 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. SECTION 11.In order to accept this franchise,Company must file with the City Secretary Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 7 Ron McCune Franchise Manager, Municipal Relations Oncor Electric Delivery 1616 Woodall Rodgers Fwy Suite 6A-011 Dallas,TX 75202-1234 Tel (214)486-5678 Fax (214)486-3221 ronald.mccune@oncor.com August 2,2017 The Honorable Olin Lane Mayor City of University Park 3800 University Blvd. University Park,Texas 75205 Dear Mayor Lane: Enclosed is a copy of the newly passed Franchise ordinance including two acceptance agreements for the City of University Park,Texas. Please have the two original acceptance agreements signed for the Franchise ordinance and sealed by the City Secretary of University Park and return one to my office for handling. Please let me know if you have any questions. Sincerely, Enclosures Cc:Grace Daniels STATE OF TEXAS § § CITY OF UNIVERSITY PARK § WHEREAS,there was finally passed and approved on June 20,2017 Ordinance No.17-20 granting to Oncor Electric Delivery Company LLC,its successors and assigns,a franchise to furnish and deliver electricity to the general public in the City of University Park,Dallas County,Texas,for the transporting,delivery and distribution of electricity in,out of and through said municipality for all purposes, which is recorded in the Minutes of the City Council of said City;and WHEREAS,Section 11 of said ordinance provides as follows: "SECTION 11. In order to accept this franchise,Company must file with the City Secretary its written acceptance of this franchise ordinance within sixty (60)days after its final passage and approval by City." AND,WHEREAS,it is the desire of Oncor Electric Delivery Company LLC, the holder of the rights,privileges and grants under the aforesaid franchise ordinance,to comply with the above-quoted provisions of Section 11 thereof. NOW,THEREFORE,premises considered,Oncor Electric Delivery Company LLC,acting by and through its duly authorized officers,and within the time prescribed by Section 11 quoted above,does hereby agree to and accept the franchise granted to it by the above-described ordinance,in accordance with its terms,provisions,conditions and requirements and subject to the stipulations and agreements therein contained. a WITNESS THE EXECUTION HEREOF,on this the j!_day of --~----.t~"-"'------'2017. Oncor Electric Delivery Company LLC STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § I,_~:;__._('_ls_*,_',f\_-6_b__vv----J ,City Secretary of the City of University Park,Texas,do hereby certify that the attached Acceptance executed by Oncor Electric Delivery Company LLC is a true and correct copy of a formal acceptance of a franchise ordinance finally passed and approved by said City on June 20, 2017,and of record in the Minutes of the City; OF WHICH,witness my official signature and the seal of said City on this the 'Yd-day of ~\AI~t-S-+,2017. ~~ City Secretary City of University Park,Texas 2 City of University Park Committea to ~e((ence STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § CERTIFICATION OF CITY SECRETARY I,CHRISTINE GREEN,City Secretary of the City of University Park,Texas,a municipal corporation,in the performance of the tunctions of my office,hereby certify that the attached is a true and correct copy of Ordinance 17-020 of the City Council of the City of University Park, having been passed and approved by the City Council of the City of University Park,Texas on the 20th day of June,2017,and that I am the lawful possessor and have legal custody of said record. WITNESS MY HAND AND SEAL OF THE CITY OF UNIVERSITY PARK, TEXAS THIS THE 5th DAY OF JULY,2017. Christine Green,City Secretary City of University Park,Texas 3800 UNIVERSITY BOULEVARD UNIVERSITY PARK,TEXAS 75205-1711 www.uptexas.org TELEPHONE (214)363-1644 ORDINANCE NO.17-20 AN ORDINANCE GRANTING TO ON COR ELECTRIC DELIVERY COMPANY LLC,ITS SUCCESSORS AND ASSIGNS,AN ELECTRIC POWER FRANCHISE TO USE THE PRESENT AND FUTURE STREETS,ALLEYS,HIGHWAYS,PUBLIC UTILITY EASEMENTS,PUBLIC WAYS AND PUBLIC PROPERTY OF THE CITY OF UNIVERSITY PARK,TEXAS,PROVIDING FOR COMPENSATION THEREFOR,PROVIDING FbR AN EFFECTIVE DATE AND A TERM OF SAID FRANCHISE,PROVIDING FOR WRITTEN ACCEPTANCE OF THIS FRANCHISE, PROVIDING FOR THE REPEAL OF ALL EXISTING FRANCHISE ORDINANCES 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. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF UNIVERSITY PARK,TEXAS: SECTION 1.GRANT OF AUTHORITY:That there is hereby granted to Oncor Electric Delivery Company LLC,its successors and assigns (herein called "Company"),the 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 and other public property (Public Rights-of-Way)of the City of University Park,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 its own use),(herein called "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 8. SECTION 2.Company shall not place Facilities where the same will unduly interfere with any existing gas,electric,or telephone fixture,water hydrant,water main,drainage facility,or sanitary sewer,and all such Facilities shall be placed in such manner as not to unreasonably interfere with traffic over streets,alleys,and highways.Likewise,the City will seek,after the effective date of this Franchise,to include in City's agreements with other utility franchisees and Public Right-of-Way users provisions requiring that SLich users shall not interfere with existing Company Facilities. SECTION 3.Company shall have in place a Vegetation Management Program,and shall provide City with a current copy of same,upon rE;quest.Company shall conduct its tree- trimming activities in accordance with i)its Vegetatic~n Management Plan,as amended,and filed with the Texas Public Utility Commission under Substantive Rule 25.96(e),and ii)its Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 1 related Distribution Vegetation Management Program and Guidelines,as amended by Company from time to time and will address conce-'rns or complaints with regard to its tree trimming activities upon request by City,Except in emergency situations or in response to outages,Company shall notify property owners and the City prior to beginning planned Distribution tree trimming activities. SECTION 4.Use of the Public Rights-of-Way by Company shall be governed by the Texas Constitution and subject to applicable and controlling local,state,and federal laws,rules, and regulations as amended,The City reserves the right to lay,and permit to be laid,storm, sewer,gas,water,wastewater and other pipe lines,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 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,storm sewers,drainage basins,drainage ditches,and the like.Upon request by City,Company shall relocate its facilities at the expense of the City except as otherwise required by Section 37,101(c)of the Texas Public Utility Regulatory Act (PURA),which statutory provision currently states,the governing body of a municipality may require an electric utility to relocate the utility's facility at the utility's expense to permit the widening or straightening of a street.City and Company further agree that widening and straightening of a street includes the addition of any acceleration,deceleration,center or side turn lanes,and sidewalks (meaning sidewalks done in conjunction with widening or straightening of a street),provided that the City shall provide Company with at least thirty (30)days'notice and shall specify a new location for such facilities along the Public Rights-of-Way of the street.Company shall,except in cases of emergency conditions or work incidental in nature,obtain a permit,if required by City ordinance, prior to performing work in the Public Rights-of-Way,.except in no instance shall Company be required to pay fees or bonds related to its use of the Public Rights-of-Way,despite the City's enactment of any ordinance providing the contrary.Wnh respect to new Company Facilities not located in public streets,alleys,or highways,to the extent the Company is authorized to locate such Facilities on or in parks or other municipal property by the Texas Statutes and PURA, installation of new Company Facilities in parks or oth~r municipal property shall be subject to approval by the City Manager prior to construction or installation;provided however,said approval shall not be unreasonably withheld.Company shall construct its facilities in conformance with the applicable provisions of the National Electrical Safety Code (NESC)or such comparable Oncor Electric DelivelY Company LLC/City of University Park Electric Franchise Page 2 standards as may be adopted to replace the NESC s!lould the NESC no longer be applicable. Company shall perform work in a timely manner,and to the extent practicable shall promptly clean up and restore to the same condition at the time modified or altered by Company,all Public Rights- of-Way that Company has modified or altered consistemt with applicable local,state,and federal laws,rules,and regulations. If the City requires the Company to adapt or conform its Facilities,or in any manner to alter, relocate,or change its Facilities to enable any other corporation or person to use,or use with greater convenience,said street,alley,highway,or public 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. 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 5. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 3 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. 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 5.B and 5.C. SECTION 6.This franchise 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 7.In consideration of the grant of saJd right,privilege and franchise by the City and as full payment for the right,privilege and franchi53e of using and occupying the said Public Rights-of-Way,and in lieu of any and all occupation taxes,assessments,municipal charges,fees, easement taxes,franchise taxes,license,permit and inspection fees or charges,street taxes, bonds,street or alley rentals,and all other taxes,charges,levies,fees and rentals of whatsoever kind and character which the City may impose or hereafter be authorized or empowered to levy Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 4 ·" 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 will be made on or before August 15,2017 for the basis and privilege period of April 1,2017 through June 30,2017 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 0.002792 (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 0.002932 (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 tlw Base Factor of 0.002792 and all future payments,irrespective of the time period thatis covered by the payment,will be made using the Base Factor. Company shall make quarterly payments as follows: Payment Due Date Basis &Privilege Period November 15 .Jul.1 -Sept.30 February 15 ·Oct.1 -Dec.31 May 15 .Jan.1 -Mar.31 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 5 August 15 .Apr.1 -Jun.30 1.The first payment hereunder shall be due and payable on or before November 15, 2017 and will cover the basis and privilege period of July 1,2017 through September 30,2017.The final payment under this franchise is due on or before August 15,2037 and covers the basis and privilege period of April 1,2037 through June 30,2037;and 2.After the final payment date of August 15,2037,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 DD1 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 through December 31 of each calendar year. 2.The franchise fee amounts that are due b\3sed on "Discretionary Service Charges" shall be paid at least once annually on or before April 30 each year based on the total "Discretionary Service Charges",as set out in Section 7C,received during the preceding calendar year.The initial Discretionary Service Charge franchise fee amount will be paid on or before April,302018 and will be based on the calendar year January 1 through December 31,2017.The final Discretionary Service Charge franchise fee amount will be paid on or before April 30,2037 and will be based on the calendar months of January 1 through June 30,2036. 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 Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 6 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 caljse any other person or entity to take any action,to prohibit the recovery of such franchise fees by Company. 6.In the event of a regulatory disallowance of the recovery of the franchise fees on the Discretionary Service Charges,Company will not be required to continue payment of such franchise fees. SECTION 8.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.The right,privilege and franchise granted hereby shall expire on June 30,2037;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 9.This Ordinance shall supersede any and all other franchises granted by the City to Company,its predecessors and assigns. SECTION 10.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. SECTION 11.In order to accept this franchise,Company must file with the City Secretary Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 7 its written acceptance of this franchise ordinance within sixty (60)days after its final passage and approval by City. SECTION 12.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. PASSED AND APPROVED at a regular meeting of the City Council of University Park, Texas,on this the 20th day of June,2017. Mayor,City of University Park ATTEST: Christine Green,City Secretary STATE OF TEXAS § COUNTY OF DALLAS § CITY OF UNIVERSITY PARK § Oncor Electric Delivery Company LLC/City of University Park Electric Franchise Page 8