HomeMy WebLinkAboutORD 2013-48 - ONCOR FranchiseORDINANCE NO. 001 2 ° u
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS AMENDING TITLE 14 OF THE CODE OF
ORDINANCES OF THE CITY OF GEORGETOWN, RELATING TO
FRANCHISES, ADOPTING A NEW CHAPTER 14.16 TO ESTABLISH
A NEW FRANCHISE AGREEMENT BETWEEN THE CITY OF
GEORGETOWN AND ONCOR ELECTRIC DELIVERY COMPANY
LLC, ITS SUCCESSORS AND ASSIGNS, GRANTING A NON-
EXCLUSIVE ELECTRIC POWER FRANCHISE TO USE THE
PRESENT AND FUTURE STREETS, ALLEYS, HIGHWAYS, PUBLIC
UTILITY EASEMENTS, PUBLIC WAYS, AND OTHER PUBLIC
PROPERTY OF GEORGETOWN, TEXAS; ESTABLISHING
COMPENSATION, THE TERM OF SAID FRANCHISE; REPEALING
ALL PREVIOUSLY EXISTING FRANCHISE ORDINANCES TO
ONCOR ELECTRIC DELIVERY COMPANY LLC, ITS
PREDECESSORS AND ASSIGNS AND CONFLICTING
ORDINANCES AND RESOLUTIONS; INCLUDING A
SEVERABILITY CLAUSE; AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, the City of Georgetown entered into a franchise with Texas Utilities Electric
Company per Ordinance No. 900209 which expired as of March 1, 2010; and
WHEREAS, Oncor Electric Delivery Company LLC ("Oncor") and the City of Georgetown
desire to enter into a new franchise, and the City of Georgetown and Oncor herein agree to the
following pursuant to rights granted Oncor under the laws, rules, and regulations of the State of
Texas and City of Georgetown.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF GEORGETOWN, TEXAS, THAT:
SECTION 1. The meeting at which this ordinance was approved was in all things conducted in
compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551.
Ordinance Number: Page 1 of i
Description: Onc r Franchise Agreement
Date Approved: 2013
4158661.1
SECTION 2. The facts and recitations contained in the preamble of this Ordinance are hereby
found and declared to be true and correct, and are incorporated by reference herein and expressly
made a part hereof, as if copied verbatim.
SECTION 3. Title 14, Chapter 14.16 of the Code of Ordinances of the City of Georgetown,
Texas is hereby revised to provide as shown on Exhibit A.
SECTION 4. All ordinances and resolutions, or parts of ordinances and resolutions, in conflict
with this Ordinance are hereby repealed and are no longer of any force and effect. Ordinance
No. 900209 is hereby repealed and replaced with this ordinance, and this Ordinance shall
supersede any and all other Franchise Ordinances granted by the City to Oncor, its predecessors
and assigns.
SECTION 5. If any provision, section, subsection, sentence, clause or phrase of this ordinance is
for any reason held to be unconstitutional, void or invalid (or for any reason unenforceable), the
validity of the remaining portions of this ordinance shall not be affected thereby, it being the
intent of the parties in adopting this Franchise that no provision hereof shall be inoperative or fail
by reason of any unconstitutionality or invalidity of any other portion, provision, or regulation,
and to that end, all provisions of this ordinance are declared to be severable.
SECTION 6. The Mayor is hereby authorized to sign this ordinance and the City Secretary to
attest. This ordinance shall become effective and be in full force and effect thirty days after its
final passage and written acceptance by Company, in accordance with the provisions of Section
8.03 of the Charter of the City of Georgetown and Section 14.16.130 of the Code of Ordinances
as shown on Exhibit A.
PASSED AND APPROVED on the 151 reading at a regular meeting of the City Council of
Georgetown, Texas, on this the day of 0C -}o -Le-.- , 2013.
Ordinance Number: 01 — Page 2 of 2
Description: Oncor Franchise Agreement
Date Approved: c) �- 2013
4158661.1
PASSED AND APPROVED on the 2nd and final reading at a regular meeting of the City
Council of Georgetown, Texas, on this the PcP day of &D66'- , 2013.
ATTEST:
Je si a Brettle, ity Secretary
APPROVED AS TO FORM:
Al
ridget Cha man -City Attorney
THE CITY OF GEORGETOWN
BylevX Ya��
Geo Garver, Mayor
'
Ordinance Number: I Page 3 of 3
Description: Oncor Franchise Agreement
Date Approved: OC4 2013
4158661.1
EXHIBIT A
CHAPTER 14.16 ONCOR ELECTRIC DELIVERY COMPANY LLC
Sec. 14.16.010 - Grant of Franchise.
There is hereby granted to Oncor Electric Delivery Company LLC, (herein called
"Company"), its successors and assigns, the nonexclusive 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 Georgetown, 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 14.16.100.
Sec. 14.16.020 — Construction and maintenance of Facilities.
A. The Company shall install, maintain, construct, operate and replace its Facilities in
accordance with any applicable federal, state and local laws, rules, and regulations and so as not
to unreasonably interfere with traffic over streets and alleys. In determining the location of the
Company's new Facilities within the City, the Company shall minimize interferences with then -
existing or documented planned underground structures of the City or with the existing facilities
of other users of the Public Rights -of -Way. In determining the location of the facilities of the
City and other utility franchisees and other users of the Public -Rights -of -Way within the City,
the City shall minimize the interference with existing Facilities of the Company and shall require
other utility franchisees or users of the Public -Rights -of -Way to minimize interference with
existing Facilities of the Company.
B. Work done in connection with the construction, reconstruction, maintenance, repair or
operation of the Company's Facilities shall be subject to and governed by all valid and
enforceable ordinances, laws, rules, and regulations of the City and the State of Texas. Company
Ordinance Number: Page 4 of 4
Description: Oncor Franchise Agreement
Date Approved: (DC-$ . -*�, c-0' 2013 4158661.1
and its agents shall, except in cases of emergency conditions or work incidental in nature, obtain
a permit, to the extent permits are required by City ordinance, prior to performing work in the
Public Rights -of -Way. Except for franchise payments based on the franchise fee factor and
Discretionary Service Charges set forth in Section 14.16.070, 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. To the extent that such City ordinances,
rules, and regulations conflict with specific provisions of this Franchise, the Franchise provisions
apply, to the extent allowed by law.
C. Company shall construct its facilities in conformance with the applicable provisions of
the National Electric Safety Code.
D. Company shall cooperate with the City by providing complete information regarding the
location of current and future overhead and underground wires and poles within the Public
Rights -of -Way of the City. Reproducible copies of available maps showing the location of all
overhead and underground wires and poles within the Public Rights -of -Way shall be furnished to
the City Engineer upon request. The maps shall be provided in electronic digital format, if
available.
E. Company shall have the authority to trim trees or other natural growth overhanging any
of its System so as to reasonably prevent branches from coining in contact with Company's
System. Company shall have in place a Vegetation Management Program, and shall provide
City with a current copy of same, upon request. If the City requests a current copy of
Company's Vegetation Management Guidelines, release of said guidelines shall be pursuant to
the same confidential protection process identified in Section 14.16.080.D. Company will
endeavor to conduct its tree trimming activities in accordance with its Vegetation Management
Guidelines and will address concerns or complaints with regard to its tree trimming activities
upon request. 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.
Sec. 14.16.030 - Relocations.
The City reserves the right to lay, and permit to be laid, storm, sewer, gas, water,
Ordinance Number: Page 5 of 5
Description: Oncor Franchise Agreement
Date Approved: 0(,* • e2- 2013
4158661.1
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 and including modifications to
sidewalks required by the Americans with Disabilities Act for wheelchair ramps), 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.
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.
Sec. 14.16.040 - Abandonment.
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
Ordinance Number: Page 6 of 6
Description: Onco-r Franc ise Agreement
Date Approved: 2013
4158661.1
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.
Sec. 14.16.050. — Indemnification and Insurance.
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
(the "Indemnitees") harmless against any and all liability arising from suits, actions or claims of
injury to any person or persons, or damages to any property brought or made for or on account of
any death, injuries to, or damages received or sustained by any person or persons or for damage
to or loss of property arising out of, or occasioned by Company or any of its officers, agents, or
employees, intentional and/or negligent acts or omissions in connection with Company's
construction, maintenance and operation of Company's Facilities in the Public Rights -of -Way,
including any court costs, expenses and 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, 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 the Company and the City.
C. In the event of joint and concurrent negligence or fault of both the Company and the City,
responsibility and indemnity, if any, shall be apportioned comparatively 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 the Company and the City, responsibility for all costs of defense shall be
Ordinance Number: Page 7 of 7
Description: Oncor Franchise Agreement
Date Approved: i; - 2013
4158661.1
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 14.16.050.8 and 14.16.050.C.
E. Company shall, at its sole cost and expense, obtain, maintain, or cause to be maintained
and provide throughout the term of this Franchise, insurance in the amounts, types and
coverage's in accordance with the following requirements. Such insurance coverages may be in
the form of a self-insurance plan to the extent permitted by law or by. obtaining insurance which
meets the following:
Commercial General or excess liability on an occurrence or claims made form
with minimum limits of five million dollars ($5,000,000) per occurrence and ten million
dollars ($10,000,000) aggregate. This coverage shall include the following:
(a) Products/completed operations to be maintained for the warranty period.
(b) Personal and advertising injury.
(c) Contractual liability.
(d) Explosion, collapse, or underground (XCU) hazards.
2. Automobile liability coverage with a minimum policy limit of one million dollars
($1,000,000) combined single limit each accident. This coverage shall include all owned,
hired and non -owned automobiles.
3. Workers compensation and employers liability coverage. Statutory coverage
limits for Coverage A and five hundred thousand dollars ($500,000) bodily injury each
accident, five hundred thousand dollars ($500,000) each employee bodily injury by
disease, and five hundred thousand dollars ($500,000) policy limit bodily injury by
disease Coverage B employers' liability are required. Company must provide the City
with a waiver of subrogation for worker's compensation claims.
Ordinance Number: 01 Page 8 of 8
Description: Oncor Franchise Agreement
Date Approved: . a 2�- 2013
4158661.1
4. Company must name the City, which includes all authorities, commissions,
divisions and departments, as well as elected and appointed officials, agents, and
volunteers, as an additional insureds under the coverage required herein, except Worker's
Compensation Coverage. The certificate of insurance must state that the City is an
additional insured.
5. Company will require its contractors and subcontractors to maintain, at their sole
cost and expense, a minimum of three million dollars ($3,000,000) each occurrence or
each accident general liability and automobile liability throughout the course of work
performed. Also, contractors and subcontractors will be required to maintain statutory
workers' compensation benefits in accordance with the regulations of the State of Texas
or state of jurisdiction as applicable. The minimum limits for employers' liability
insurance will be five hundred thousand dollars ($500,000) bodily injury each accident,
five hundred thousand dollars ($500,000) each employee bodily injury by disease, five
hundred thousand dollars ($500,000) policy limit bodily injury by disease. In the event a
claim exceeds the contractors' or subcontractors' insurance coverage, Company shall be
responsible for covering any deficiencies between its contractors' or subcontractors'
insurance coverages and the amount of the claim. Company shall provide to the City
upon request proof of its contractors' and subcontractors' compliance with these
insurance requirements.
6. Company shall provide the City with proof of its insurance in accordance with
this Franchise within thirty (30) days of the effective date of this franchise ordinance, and
annually thereafter. Company will not be required to furnish separate proof when
applying for permits.
Ordinance Number: Page 9 of 9
Description: Oncor Franchise Agreement
Date Approved: OCA, 'DL'�- 2013
4158661:1
Sec. 14.16.060 —Non exclusive.
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.
Sec. 14.16.070. —Annual consideration.
In consideration of the grant of said right, privilege and franchise by the City and as full
payment for the right, privilege and franchise of using and occupying the said Public Rights -of -
Way, and in lieu of any and all occupation taxes, assessments, municipal charges, fees, easement
taxes, franchise taxes, license, permit and inspection fees or charges, street taxes, bonds, street or
alley rentals, and all other taxes, charges, levies, fees and rentals of whatsoever kind and
character which the City may impose or hereafter be authorized or empowered to levy and
collect, excepting only the usual general or special ad valorem taxes which the City is authorized
to levy and impose upon real and personal property, sales and use taxes, and special assessments
for public improvements, Company shall pay to the City the following:
A. On an annual basis, a charge, as authorized by Section 33.008(b) of PURA, equal to a
franchise fee factor of 0.002504 (the "Base Factor"), multiplied by each kilowatt hour of
electricity delivered by Company to each retail customer whose consuming facility's point of
delivery is located within the City's municipal boundaries. Company has agreed to increase the
franchise fee factor to 0.002629 (the "Increased Factor"); however, should the Public Utility
Commission of Texas at any time in the future disallow Company's recovery through rates of the
higher franchise payments made under the Increased Factor as compared to the Base Factor, then
the franchise fee factor shall immediately revert to the Base Factor of 0.002504 and all future
payments, irrespective of the time period that is covered by the payment, will be made using the
Base Factor.
1. The annual payment will be due and payable on or before March 1 of each year
throughout the life of this franchise. The payment will be based on each kilowatt
Ordinance Number: O Page 10 of 10
Description: Oncor Franchise Agreement
Date Approved:2013
4158661.1
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 during
the preceding twelve month period ended December 31 (January I — December 31).
The payment will be for the rights and privileges granted hereunder for the twelve
month period (March I -February 28/29) following the payment date.
2. The first payment hereunder shall be due and payable on or before March 1, 2014
and will cover the basis period of January 1, 2013 through December 31, 2013 for the
privilege period of March 1, 2014 through February 28, 2015. If this Franchise is not
effective prior to the first annual payment date, Company will pay any payments due
within 30 days of the effective date of this agreement. The final payment under this
franchise is due on or before March 1, 2033 and covers the basis period of January 1,
2032 through December 31, 2032 for the privilege period of March 1, 2033 through
February 28, 2034; and
B. On an annual basis, a sum equal to four percent (4%) of gross revenues received by
Company from services identified as DDI through DD24 in Section 6.1.2 "Discretionary Service
Charges," in its Tariff for Retail Delivery Service (Tariff), effective 1/1/2002, that are for the
account and benefit of an end-use retail electric consumer. Company will, upon request by City,
provide a cross reference to Discretionary Service Charge numbering changes that are contained
in Company's current approved Tariff.
1. The franchise fee amounts based on "Discretionary Service Charges" shall be
calculated on an annual calendar year basis, i.e. from January through December 31
of each calendar year.
2. The franchise fee amounts that are due based on "Discretionary Service Charges"
shall be paid on or before April 30 each year based on the total "Discretionary
Service Charges", as set out in Section 14.16.070.13, received during the preceding
calendar year. The initial Discretionary Service Charge franchise fee amount will be
paid on or before April 30, 2014 and will be based on the calendar year January 1,
2013 through December 31, 2013. The final Discretionary Service Charge franchise
Ordinance Number: &0 Page 11 of 11
Description: Oneor Franchise. Agreement
Date Approved: or_ .- 2013
4158661.I
fee amount will be paid on or before April 30, 2035 and will be based on the calendar
months January 1, 2034 through February 28, 2034.
3. Company may file a tariff or tariff amendment(s) to provide for the recovery of the
franchise fee on Discretionary Service Charges.
4. City agrees (i) to the extent the City acts as regulatory authority, to adopt and approve
that portion of any tariff which provides for 100% recovery of the franchise fee on
Discretionary Service Charges; (ii) in the event the City intervenes in any regulatory
proceeding before a federal or state agency in which the recovery of the franchise fees
on such Discretionary Service Charges is an issue, the City will take an affirmative
position supporting the 100% recovery of such franchise fees by Company and; (iii)
in the event of an appeal of any such regulatory proceeding in which the City has
intervened, the City will take an affirmative position in any such appeals in support of
the 100% recovery of such franchise fees by Company.
5. City agrees that it will take no action, nor cause any other person or entity to take any
action, to prohibit the recovery of such franchise fees by Company.
6. In the event of a regulatory disallowance of the recovery of the Discretionary Service
Charges, Company will not be required to continue payment.
C. With each payment of compensation required by Section 14.16.070.A, Company shall
furnish to the City a statement, executed by an authorized officer of Company or designee,
providing the total kWh delivered by Company to each retail customer's point of delivery within
the City and the amount of payment for the period covered by the payment.
D. With each payment of compensation required by Section 14.16.070.8, Company shall
furnish to the City a statement, executed by an authorized officer of Company or designee,
reflecting the total amount of gross revenues received by Company from services identified in its
"Tariff for Retail Delivery Service," Section 6.1.2, "Discretionary Service Charges," Items DDI
through DD24.
Ordinance Number: ---1 Page 12 of 12
Description: Oncor Franchise Agreement
Date Approved: b 2013
4158661.1
Sec. 14.16.080. — Records and accounts.
A. Company shall keep accurate books of account at its principal office for the purpose of
determining the amount due to the City under this Franchise.
B. Pursuant to Section 33.008(e) of the Texas Utilities Code, the City may conduct an audit
or other inquiry in relation to a payment made by Company less than two (2) years before the
commencement of such audit or inquiry. The City may, if it sees fit, and upon reasonable notice
to the Company, have the books and records of the Company examined by a representative of the
City to ascertain the correctness of the reports agreed to be filed herein.
C. The Company shall make available to the auditor during the Company's regular business
hours and upon reasonable notice, such personnel and records as the City may, in its reasonable
discretion, request in order to complete such audit, and shall make no charge to the City
therefore.
D. If the Company provides confidential or proprietary information to the City, the
Company shall be solely responsible for identifying such information with markings calculated
to bring the City's attention to the proprietary or confidential nature of the information. The City
agrees to maintain the confidentiality of any non-public information obtained from Company so
designated to the extent allowed by law. City shall not be liable to Company for the release of
any information the City is required to release by law. City shall provide notice to Company of
any request for release of information marked by Company as proprietary or confidential prior to
releasing the information so as to allow Company adequate time to pursue available remedies for
protection. If the City receives a request under the Texas Public Information Act that includes
Company's proprietary or confidential information, City will notify the Texas Attorney General
of the proprietary or confidential nature of the document(s). The City also will provide
Company with a copy of this notification, and thereafter Company is responsible for establishing
that an exception under the Texas Public Information Act allows the City to withhold the
information.
Ordinance Number: Page 13 of 13
Description: Oneor FranOise Agreement
Date Approved: Cf. C `:k- 2013.
4158661.1
See. 14.16.090. — Most favored nation's clause.
This Section applies only if, after the effective date of this Franchise Agreement,
Company enters into a new municipal franchise agreement or renews an existing municipal
franchise agreement with another municipality that provides for a different method of calculation
of franchise fees for use of the public rights-of-way than the calculation under 33.008(b) of
PURA, which, if applied to the City, would result in a greater amount of franchise fees owed the
City than under this Franchise Agreement.
A. City shall have the option to:
1. Have Company select, within 30 days of the City's request, any or all portions of
the franchise agreement with the other municipality or comparable provisions that, at
Company's sole discretion, must be considered in conjunction with the different method
of the calculation of franchise fees included in that other franchise agreement; and
2. Modify this franchise to include both the different method of calculation of
franchise fee found in the franchise agreement with the other municipality and all of the
other provisions identified by Company pursuant to Section 14.16.090.A.1. In no event
shall City be able to modify the franchise to include the different method of calculation of
franchise fee found in the franchise agreement with the other municipality without this
franchise also being modified to include all of the other provisions identified by
Company pursuant to Section 14.16,090.A.1.
B. City may not exercise the option provided in Section 1.4.16.090.A if any of the provisions
that would be included in this franchise are, in Company's sole opinion, inconsistent with or in
any manner contrary to any then -current rule, regulation, ordinance, law, Code, or Charter of
City.
C. In the event of a regulatory disallowance of the increase in franchise fees paid pursuant to
City's exercise of its option under this Section, then at any time after the regulatory authority's
entry of an order disallowing recovery of the additional franchise fee expense in rates, Company
shall have the right to cancel the modification of the franchise made pursuant to this Section, and
Ordinance Number: -q Page 14 of 14
Description: Oncor Franchise Agreement
Date Approved: OC+ • ;t ?1- 2013
4158661.1
terms of the franchise shall immediately revert to those in place prior to City's exercise of its
option under this Section.
D. Notwithstanding any other provision of this franchise, should the City exercise the option
provided in Section 14.16.090.A, and then adopt any rule, regulation, ordinance, law, Code, or
Charter of City that, in Company's sole opinion, is inconsistent with or in any manner contrary to
the provisions included in this franchise pursuant to Section 14.16.090.A, then Company shall
have the right to cancel all of the modifications to this franchise made pursuant to this Section
and, effective as of the date of the City's adoption of the inconsistent provision, the terms of the
franchise shall revert to those in place prior to City's exercise of its option under this Section.
E. The provisions of this Section apply only to the amount of the franchise fee to be paid
and do not apply to other franchise fee payment provisions, such as the timing of such payments.
The provisions of this Section do not apply to differences in the franchise fee factor that result
from the application of the methodology set out in Section 33.008(b) of PURA or any successor
methodology.
Sec. 14.16.100. — Franchise term.
This Ordinance shall become effective in accordance with the City Charter and upon
Company's written acceptance hereof, said written acceptance to be filed by Company with the
City within sixty (60) days after final passage and approval hereof by City. The right, privilege
and franchise granted hereby shall expire on February 28, 2034; 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.
Sec 14.16.110 — Default remedies and termination.
A. Events of Default. The occurrence, at any time during the term of the Franchise
Agreement, of any one or more of the following events, shall constitute an Event of Default by
Ordinance Number:— 6, Page 15 of 15
Description: Oncor Franchise Agreement
Date Approved: 0-C 2013
4158661.1
Company under this Franchise:
1. The failure of Company to pay the franchise fee on or before the due dates specified
herein.
2. Company's material breach or material violation of any of terms, covenants,
representations or warranties contained herein or Company's failure to perform any
material obligation contained herein.
B. Uncured Events of Default.
1. Upon the occurrence of an Event of Default which can be cured by the immediate
payment of money to City or a third party, Company shall have thirty (30) calendar
days from receipt of written notice from City of an occurrence of such Event of
Default to cure same before City may exercise any of its rights or remedies provided
for in Section 14.16.110.C.
2. Upon the occurrence of an Event of Default by Company which cannot be cured by the
immediate payment of money to City or a third party, Company shall have sixty (60)
calendar days (or such additional time as may be agreed to by the City) from receipt of
written notice from City of an occurrence of such Event of Default to cure same before
City may exercise any of its rights or remedies provided for in Section 14.1.6.110.C.
3. If the Event of Default is not cured within the time period allowed for curing the Event
of Default as provided for herein, such Event of Default shall, without additional
notice, become an Uncured Event of Default, which shall entitle City to exercise the
remedies provided for in Section 14.16.110.C.
C. Remedies. The City shall notify the Company in writing of an alleged Uncured Event of
Default as described in Section 14.16.110.8, which notice shall specify the alleged failure with
reasonable particularity. The Company shall, within thirty (30) calendar days after receipt of
such notice or such longer period of time as the City may specify in such notice, either cure such
alleged failure or in a written response to the City either present facts and arguments in refining
or defending such alleged failure or state that such alleged failure will be cured and set forth the
method and time schedule for accomplishing such cure. In the event that such cure is not
forthcoming, City shall be entitled to exercise any and all of the following cumulative remedies:
Ordinance Number: Page 16 of 16
Description: Oncor Franchise Agreement
Date Approved: °a, .:�_ 2413
4158661.1
1. The commencement of an action against Company at law for monetary damages.
2. The commencement of an action in equity seeking injunctive relief or the specific
performance of any of the provisions that as a matter of equity, are specifically
enforceable.
3. The termination of this Franchise.
D. The rights and remedies of City and Company set forth in this Franchise Agreement shall
be in addition to, and not in limitation of, any other rights and remedies provided by law or in
equity. City and Company understand and intend that such remedies shall be cumulative to the
maximum extent permitted by law and the exercise by City of any one or more of such remedies
shall not preclude the exercise by City, at the same or different times, of any other such remedies
for the same failure to cure. However, notwithstanding this Section or any other provision of this
Franchise, City shall not recover both liquidated damages and actual damages for the same
violation, breach, or noncompliance, either under this Section or under any other provision of
this Franchise. Company retains all of its lawful authority and rights under the Public Utility
Regulatory Act (PURA) and any other applicable laws, rules, or regulations.
E. Termination. In accordance with the provisions of Section 14.16.110.C, this Franchise
may be terminated upon thirty (30) business day's prior written notice to Company. City shall
notify Company in writing at least fifteen (15) business days in advance of the City Council
meeting at which the question of forfeiture or termination shall be considered, and Company
shall have the right to appear before the City Council in person or by counsel and raise any
objections or defenses Company may have that are relevant to the proposed forfeiture or
termination. The final decision of the City Council may be appealed to any court or regulatory
authority having jurisdiction. Upon timely appeal by Company of the City Council's decision
terminating the Franchise, the effective date of such termination shall be either when such appeal
is withdrawn or an order upholding the termination becomes final and unappealable. Until the
termination becomes effective the provisions of this Franchise shall remain in effect for all
purposes. The City recognizes Company's right and obligation to provide service in accordance
with the Certificate of Convenience and Necessity authorized by the Public Utility Commission
of Texas in accordance with the Texas Utilities Code,
Ordinance Number: Page 17 of 17
Description: Onc r F anchis Agreement
Date Approved: �� 2013
4158661.1
F. The failure of the City to insist in any one or more instances upon the strict performance
of any one or more of the terms or provisions of this Franchise shall not be construed as a waiver
or relinquishment for the future of any such term or provision, and the same shall continue in full
force and effect. No waiver or relinquishment shall be deemed to have been made by the City
unless said waiver or relinquishment is in writing and signed by the City. No waiver or
relinquishment shall be deemed to have been made by the Company unless said waiver or
relinquishment is in writing and signed by the Company.
Sec. 14.16.120 — Notices
Notices, reports or demands required to be given under this Franchise shall be deemed to
be given when delivered in writing, personally to the person designated below, or when five days
have passed after it is deposited in the United States Mail with registered or certified mail
postage prepaid to the person designated below:
If to City:
General Manager of Utilities
City of Georgetown
113 E 8`" Street
Georgetown, Texas 78628
Sec. 14.16.130. —Acceptance.
If to the Company:
Oncor Electric Delivery Company LLC
1616 Woodall Rodgers Fwy, 6`" floor
Dallas, TX 75202-1234
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.
Ordinance Number: i;
Description: Oncor Fra
Date Approved: ,
Agreement
2013
Page 18 of 18
4158661.1