O243ORD ■ 243
AN ORDINANCE AM ENDING ORDINA N ,, 62 THE GRANT F
A FRANCHI To TEXAS ELECTRIC SERVICE COMPANY, B
AMENDING THE METHOD IN WHICH FRANCHISE FEES WILL BE
CALCULATED; AND FURTHER PROVIDING THAT THIS
ORDINANCE IS CUMULATIVE; PROVIDING A SEVERABILIT
CLAUSE; FINDING AND DETERMINING THAT THE MEETING AT
WHICH THIS ORDINANCE IS ADOPTED IS OPEN To THE PUBLIC AS
RRQUIREH BY LAW; PROVIDING FOR PUBLICATION; PROVIDIN
AN EFFECTIVE DATE; AND PROVIDING FOR ACCEPTANCE B
ONCOR ELECTRIC DELIVERY C OMPAN @
WHEREAS, on February 9, 1 962, the City Council adopted Ordinance No. -1, an
ordinance granting Texas Electric Service Company, predecessor in interest to Oncor Electric
Delivery Company, ( "Oncor" or " a ft`anchise for a period of 50 years to use the
public rights -of= ay within the City of I ennedale the "City") for the purpose of constructing,
extending, maintaining, using and operating an electric utility system of poles, lines, wires,
towers, anchors, c manholes, conduit and other structures and appurtenances necessary for
the provision of electricity to customers located in the City (the " Franchise"); and
WHEREA , on June 8. 1993 Ing - the City Council adopted Ordinance Igo. 35, amend'
the Franchise to provide for a franchise fee of four percent; and
WHEREAS, pursuant to that certain S ettlement Agreement entcred into by and between
Company and the City, approved by the City Council on January 9 200 Company and the
City desire to amend the Fr to amend the manner in which franchise fees paid pursuant
to the Franchise will be calculated.
NOW, THEREFORE,, BE IT ORDAINED BY FETE CITY COUNCIL of THE
CITY of KE NNEDALE, TEXAS:
SECTION 1 : Al l references in the Franchise to ` TU Electric" shall apply to Company
and references in this Ordinance or the Franchise, as it may be amended, t "TU Electric ",
"Oncor" or "Company" may be used interchangeably-, All references in the Franchise to
"Town" shall apply to the City of Kennedate, and references in this Ordinance, or the Franchise,
as it may be amended, to " City" may be used interchangeably.
S ECTION 2: Effective January 1, 2002, Section 5 of the Franchise is deleted in its
cntirety an replaced with the fo
:� ennedale \O INA OE[ectrlc Amendment 1 Page t
Rentioll 5-
A. Franchise Fee.
Effective January 1, 2002, as compensation for the right, privilege and
franchise herein granted, Company shall pay the City a sung of money as
further specified in this franchise (the "Franchise Fee ") equal to the
following:
1 a charge, as authorized by Section 33.008(b) of the Texas Utilities
Code, based on each kilowatt hour of electricity delivered by
Company to each retail customer whose consuming facilit
point of deliverer is located within the City's corporate boundaries
and as speeif red by Company to the City by letter dated Januar
21 2002, attached hereto as Exhibit "All and hereby made a part
of this franchise for all purposes (the "Statutory Feel'); plus
(2) a sung equal to four percent (4 %) of gross revenues received b
Company for services identified as "Discretionary Service
Charges ", items DD 1 through DD24, in Section 6.1.2 of the
"Tariff for Detail Delivery Set - vice" attached hereto as Exhibit
"B", which is hereby made a part of this franchise (tire
"Discretionary Service Charge Fee ") . Exhibit "B" is only
intended to identify the types of services that are subject to the
Discretionary Service Charge Fee and shall not be invalidated for
purposes of this franchise by the filing or approval of any
subsequent tariff or tariffs by Company.,
The Statutory Fee and the Discretionary Service Charge Fee may
be referred to collectively as the Franchise Fee.
B. Franchise Fee Recovery Tart*f'f.
1 Company may file a tariff amendment(s) to provide for the
recovery of the Discretionary Service Charge Fee portion of the
Franchise Fee.
(2) City agrees that (i) in the event of such a filing with the City, the
City will tale an affirmative position supporting 100% recovery
of such poilion of the Franchise Fee by Company; (ii) in the event
that the City intervenes in any regulatory proceeding before a
federal or state agency in which the recovery of the Discretionary
Service Charge Fee portion of the Franchise Fee is an issue, the
City will take an affirmative position supporting 100% recovery
AKcimedate\ORDIN C\EIectric Amendment 1 .9,0 .doe Page 2
of such portion of the Franchise Fee by ompan ,, 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 portion
of the Franchise Fee by Company.
(3) The City agrees that it will tale no action, nor cause any other
person or entity to take any action, to prohibit the recovery of
such portion of the Franchise Fee by Company.
C. Payments in Lieu Taxes
Company's payment of the Franchise Fee provided in Subsection A hereof i's in
consideration of the grant of said right, privilege and franchise by the City and as
full payment for the privilege of using and occupying the strcets, alleys,
highways, easements, parks and other public places within the City, and in lieu
of any and all occupation taxes, easements and franchise taxes, (whether levied
as an ad valorem, sp ceial or other character of tax), and in lieu of license and
inspection fees or charges, street taxes, street or alley rentals, and of all other
taxes, charges, levies, fees and rentals of whatsoever bind and charactcr which
the City may impose or hereafter be authorized or empowered by law 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, and for
reimburserncnt for expenses incurred by the City in ratemaking or regulatory
proceedings involving Company, as described in Scctions 3 and 4 of Ordinance
No. 35.
D, Payment Due Dates.
l Payment of ` the Statutory Fees hereunder shall be due and payable
annually on or before March 15 of each year during the term hereof and
shall be for the year preceding payment.
(2) Payments of the Discretionary Service Charge Fee portion of the
Franchise Fee shall be calculated on an annual calendar year basis, i.e.
from January l through December 31 of each calendar year during the
tern of this franchise. This portion of the Franchise Fee shall be paid at
least once annually on or before April 30 of each year based on the
Discretionary Service Charges outlined in Section 5.A.() of this
franchise and received during the preceding calendar year.
E. Filing of Reports.
Each payment shall be accompanied with a report showing the Gross Revenues
AKennedale10RDINANC\ElectrIc Amendment 12.9.02.doc Page 3
received by Company for services that are identi f led as "Discretionary Service
Charges ", items DD 1 through DD24, in Section 6.1. 2 of the "Tariff for Retail
Delivery Service" attached hereto as Exhibit " "
SECTION 3 ; In all respects, except as specifically and expressly amended by this
Ordinance, the Franchise shall remain in full force and effect according to its terms until the
Franchise expires or otherwise terminates in accordance with the provisions of the Franchise.
SEC TION 4 : The sections, paragraphs, sentences, clauses and pin - ases of this
Ordinance are severable. If any portion of this Ordinance is declared illegal or unconstitutional
by the valid final judgment or decree of any court of competent jurisdiction, such illegality or
unconstitutionality shall net affect the legality and enforceability of any of the remaining
portions of this Ordinance.
SECTION 5: It is hereby officially found and determined that the meeting at which this
Ordinance is passed is open to the public as required by law and that public notice of the tine,
place and purpose of said meeting was given as required.
S ECTION : This Ordinance shall be in full force and effect immediately upon its
passage and approval, provided that Oncor Electric Delivery Company files with the City
Secretary within thirty (30) calendar days following adoption of this Ordinance its written
acceptance of this Ordinance in substantially the following form:
To the Honorable Mayor and City Council;
Oncor Electric Delivery Company, acting by and through the undersigned
authorized officer, hereby accepts in all respects, on this day of
2003, Ordinance No. 243 amending the current electric franchise
between the City and Oncor Electric Delivery Company, and the same shall
constitute and be a binding contractual obligation of Oncor Electric Delivery
Company to the City.
Oncor Electric Delivery Company:
anie
Title
WAKetmeda1c10PD A \E1ectric Amendment 1 .9.02.doe Page 4
PASSED AND APPROVED T141S 9th DAY OF JANUARY 00
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EXHIBIT "All
W,AKcnncdale\ORDINANC\Electric Amendment 12..02.doc Page
EXHIBIT "B"
W- .\Kcnnedatc \O DfNANC lcctric Amendment 12.9.0 .doc Page -
Tariff for Retail Delivery Service
����� Ei���ri� Delivery Compan 6.1.2 Discretionary Service Charges Sheet: I
Appllca ble: Entire Certified Service Area Page 1 of
Effective Date: January 1, 2002 Revision: Original
6.1.2 Discretionary Service Charges
AVAI
Applicable to all Competitive Retailers and Retail Customers served by the Company.
The service charges listed below are in addition to arty other charges made render Company's Tariff for Retail Delivery Se rvice, and will
be applied for the appropriate condition described. Other services not covered by these standard conditions will be charged on the basis
of an estimate for the job or the Company's cost plus appropriate adders and will be provided in accordance with Commission
Substantive Mules.
Charge
No.
Name and Description
Amount
DDI
Account Initiation Charge is made for processing a request for distribution service Initiation.
7.00
DD2
Out - of - Cycle Meter Reading Charge Is made each time Competitive Retailer requests, and
Company ma kes a man ual out-of-cycle meter reading.
A. During Reg Wa r Hours
7.25
D. Outside Regular Hours -INon- Holiday
78.00
C. Outside Regular Hours - Holiday
100
DD3
Connection Charge is made for new service connections made outside regular working hours.
A. Self Contained Meter
89.00
8. Other Connections
As Calculated
DD4
Retail D usterner Requested C Ch a rgo is made for activities and expenses involved
As Calculated
In de- energizing /re- energizing Company facilities to allow Retail Customer or Retail Customer's
contractor to work near Company electrical facilities or on the Retail Customefs facilities.
DD5
Disconnect/Reconnect Charge Is made for disconnec #ion or reronnection of Retail
Customer's distribution service.
Disconnect at Meter
A. Daring Regular Hours
$ 8,00
Reconnect at Motor
B. Daring Regular Hours - Regular Route
$ 10.00
C. During Regular Hours - Special Route
$ 28.00
D. Dutsida Regular Hours - Nora Holiday
$ 89.05
E. Outside Regular Hours - Holiday
115.00
Disconnect at tole, Weatherhead or Secondary Box
R. During Regu Hours
$ 44.00
Reconnect at Role Weatherhead or Secondary Box
G . During Regular Hours
$ 54.00
H. Outside Regular Hours - Non Holiday
$ 155.00
I: Outside Regular fours - Holiday
$ 196.00
DDS
Delivery System Facilities Installation Charge Is made pursuant to Sec #Ion 6.1.2.2 of this
As Calculated
Tariff for Retail Deliverer Service requests involving the installation, construction, or extension of
distribution facilities.
DD7
Additional Service Design Charge is made for preparing iterative designs to provide service
As Calculated
to a specific location where such iterations are at the request of the Retail Customer for the
Retail Customer's sole benefit. The initial two designs on a project will be Included in the
system charges, a nor additional designs W II be done at Retail Customer's expense pursuant to
this charge.
W
Tariff for Retail Delivery Service
Oncor Electric Delivery Company
6.1.2 Discretionary Service Charges
Sheet: 1
Applicahie: Entire Certified Service Area
Page 2 of 5
Effective Date: January 1 } 2002
Revision: Original
DD8 Temporary Facilities Charge is made In conjunction with short - terry, construction projects.
A. Connect and disconnect service and read a meter already installed, including an Account
49.00
Initiation Charge*
B. Install and remove single phase service wires and a meter (demand or non - demand) and
161.100
read a meter, including an Account Initiation Charge.
C. Install and remove single phase service wires, meter and transformer (up to 50 WA) on
$ 653.00
existing pole and read a meter Including an A=unt Initiation Charge.
D. All other temporary facilities I'nstall'ation and removal.
As Calculated
DD9 Facilities Rete patio nlRe rnova I Charge is made for relocation or removal of Company
As Calculated
facilities at the request of and for the benefit of the requestor pursuant to Section 6.1.2.2 of this
Tariff for Retail Delivery S ervice.
DD 10 Motor Test Charge Is made when a Competitive Retailer requests, and Company pefforms, a
meter test and the meter is found to be within the accuracy standards established by the
applicable legal authority.
23.00
A. Single Phase Self Contained
44.00
D. Three Phase Self Contained
71.00
C. Slagle Phase Jnstrume nt Rated
$ 94.00
D. Three Phase Instrument Rated
DD 11 PCB Inquiry and Testing Charge is made for activities and expenses involved In the researoh
$ 425.00
required to respond to PC8 inquiries regarding Company- owned, mineral oil-filled electrical
equipment, plus a lab testing chargo if required. Initial charge coverers up to four transforrners at
a speoihc location. For each additional transformer at the same location, add ,g.
A. Lab Testing Charge (if required)
As Calculated
D D 12 Service Call Charge Is made for responding to a service call that is determined to be a Retail
$ 50.00
Customer problem rather than a Company problem.
DD13 Tampering Charge is made for unauthorized reconnection or ether tampering with Company
147.00
rn etering facilities or any theft of electn service by any person on the Retail Customer's
premises or evidenco by whomsoever done at Retail Customers premises. An additional
charge for the cost of repairs and/or replacement of damaged facilities and the installation of
protective facilities or relocation of meter Is made at cost plus appropriate adders.
DD14 Off -Site deter Reading (OM R) Eg Wpm ont installation Charge is made for Installation of
Company's "Standard Advanced Metering Equ ipmant" designed to transmit information via
radio to a band held meter reading device carried by the meter reader. This allows for the
provision of a meter reading without visual contact with the meter. The Company maintains
ownership of this equtpment.
A. During Regular Hours
$ 86.99
B. Outside Regular Hours - Non- Holiday
152.00
C. Outside Regular Hours - Holiday
178.00
❑ D 15 Automated Meter Reading (AMR) Equipment Installation Charge Is made for the
installation of Company's "Standard Advanced Metering Equipment` designed to transmit
Information via telephone to a central location. This allows for the provision of meter reading
information on cycle or special reading date at the request of a Competitive Retailer. The
Competitive Retailer must secure Retail Customer commitment to maintain a working
telephone circuit and Retail Customer's permission to connect Retail Customer's telephone
circuit to the meter. The Company maintains ownership of this equipment.
A. Angle Phase Self Contained
$ 202.00
B. Three Phase Self Can to ined
$ 359.00
C. Single Phase Instrument Rated
$ 259.00
D, Three Phase Jnstrument Rated
$ 420.00
Tariff for Retail Delivery Service
Oncor Electric Deliverer Company
6.1.2 Discretionary Service Charges Sheet: 1
Applicable: Entire Certified Service Area Page 3 of 5
Effective Date: January 1 2001 Revision: Original
D D 1 b
Automated Meter Reading (AMR) Charge is made for monthly automated Meter reading
(AMR).
A. AMR - Cyclo Motor Read
$ 1.50
B. AMR - Specific Date Meter Read
$ 8.10
DW7
Advanced Metering Interval Load Data Equipment Installation Charge is made for specific
As Calculated
requests by Competitive Retailer for Instal lation of Company's "Standard Advanced Metering
Equipment" designed to access interrat load data Yla telephone. The Competitive Retailer
must secure Detail Customer commitment to maintain a working telephone circu it and Retail
Customer's perm issiorr to connect Retail Custornees telephone circuit to the motor. The
Company maintains ownership of this equipment.
DD18
Advanced Metering Interval Load Data Equipment Mafrrtenance Charge is for monthly
$ 7.00
maintenance and telephone support for "Standard Advanced Metering Equipment"
DD19
Electrical pulse Equipment Installation/Replacement Charge is for the
installatlorVroplarcernent of electrical pulse device equipment.
A. Installation Charge
$ 330.80
B. Replacement Ch a rges
1. Isolation relay
$ 212.00
2. Pulse initiator
125.00
3. Isolation relay & pulse initiator
$ 272.00
4. Enclosure box
$ 119.00
DD20
Electrical pulse Equipment Maintenance Charge is made for the maintenance of electrical
$ 10.00
pulse devices. This is an optional sorvico that covers repairtreplacement of electric pulse
equipment. If Retail Customer sloes not choose this service, Retail Customer is responsible for
replacement charges according to discretionary service charge DD 1 g.
DD21
Dual Socket Meter Adapter Installation Charge is made for Installation of a dual socket
$ 566.00
meter adapter on instrument rated metering facilities to accommodate the Retail Custorner's
meter. Company maintains ownership of this equipment. Measurements taken from
Company's meter will be used to bill Competitive Retailer for non- bypassable charges and for
settlement purposes.
DD22
Power Factor Correction Equipment installation Charge Is made for the cost of and
As Calculated
installation of the equipment on Company's Delivery System necessary to correct tho Retail
Customer's power factor to the level contained In the Company's To riff for Delivery Ser vico.
The Retail Customer will be given the opportunity to correct problem on Retail Customers
promises prior to Company taping thls action.
DD23
lion- Standard Service Equipment Inspection[Testing Charge is made for the periodic
$ 88..00
inspectioWtes #ing of electric distribution facilities installed at the request of Retail Customer to
enhance service reliability.
78
Tariff for Retail Delivery Service
�i��r Electric delivery Co 6,1.2 Discretionary Service Charges sheet: I
Applic E ntire Codified Service Are Pag 4 o f z]�'
E ffective D ate, J anu a ■ 1. 200 R Original
DD24 Distributed Generation Pre - Interconnection Study Fee is made for studies that may be
required and conducted by Company for the interconnection of distributed generation on the
Company's delivery system.
NON - EXPORTING
A. 0 to 1 D kW
1. Pre - certified, not on network
0
2. Not Pre-certified, net on network
$ 220
3. Pre - certified, on network
$ 200*
4. Net pre - certified on network
$ 330
B. 10+ to 500 kW
1 Pre - certified, net on network
$ i B (): r
2. Net pre - certified, not on network
020
3. Pre - certified, on network
000*
4. Not pre - certified on net work
$ 1,725
C. 500+ to 2000 kW
I. Pre - certified, not on network
$ 510
2. Net pfe- certified, not on network
$ 050
3. Pre - certified, on netwo
$ 2,550
4. Not pre - certified on network
$ 2,550
D. 2000+ kW
1. Pre-certified, not on network
$ 800
2. Not pre - certified not on network
$ 1,000
3. Pre - certified, on network
$ 0,000
4. Not pre-certified on network
$ 3,050
EXPORTING
A. 0to10k
'1. Pre - certified, not on nehvork
$ 0
2. Not pre - certified, not on neNiliork
$ 220
3. Pre-certified, on network
$ 200
4. Not pre - certified on network
$ 030
B. 10+ to 500 kW
1. Pre - certified, not on network
$ 180**
2. Not pre - certified, not on network
$ 020
3. Pre- cortifie€t, on network
$ 1,200*
4. Not pre - certified on network
$ 1,800
C. 600+ to 2000 W
1, Pre - certified, not on network
$ 510
2, Not pre - certified, not on network
$ $50
3. Pre - certified, on network
$ 0
4* Not pre - certified on network
$ 3,440
D. 2000+ kW
1. Pre - certified, not on network
$ 060
2. Not pre - certified, not on network
$ 1,000
3. Pre - certified, on network
$ 3,050
4. Not pre -certified an network
$ 3,780
No cost for irwerter systems less than 20 kW.
No cost if g eneratcr supplies less than 15% of feeder load and less than 25% of feeder fault
current.
79
Tariff for Retail Delivery Service
�r�c�r Electric Delivery Compan 6.1.2 Discretionary Service Charges Sheet; I
App a E n tir e
Ce r fi i ed Service Area ���� �I �
Effective V RFtIvV D 4 Jan � 2002 �' i�� Revi I Or+gin
DD25
Retail DO-livery S ervIce Switch over Charge is made for a request to switch service to a
consurning facility to ano ther utility that has the right t o serve the f aoility and shall be handfed
pursuant to Publ ic Utility Commission of Texas Substantive Rule §25.27, a copy of which will be
provided upon request.
Self Contained
A. ease Charge
250.00
B. Base Charge Adder
$ 116.00
Instrument Rated
C. Base Charge
455.00
D. Base Charge Adder
$ 255.00
E. Facili lie s Recovery Charge
As Calculated
Da20
Miscellaneous Discretionary Service C harge is made for discretionary services not covered
As Calculated
by the standard conditions above and provided in accordance with Commission Substantive
Mutes and are charged on the basis of an estimate for the Job or the Company's cost plus
appropriate adders.
Ta I (R)
Tra nsm1ssion FaciIItles Relocatio n Stu dy C harge is made for a study performed by
As Calculated
Company at request of Retail Customer for tho relocation of transmission or substation
facilities.
TD2(R)
Transmission Facilities Relocation Charge is made for the relocation of transmission
As Calculated
facilities at request of Retail Customer.
TD3(R)
Power Factor Correction Facilities Installation Chargo is made for the installation of power
As Calculated
factor correcting facilities by Company due to failure of Retail Customer to mafntato required
_ L p ower
factor.
T04(R)
Miscellaneous Transmission Di scretionary Services Charge Is made for additional
As Calculated
transmission related discretionary services as requested by Retail Customer in accordance with
C ommission Substantive Mules and Company's Comm ission -approved service regulations.
80
C OMPROMISE SETTLEMENT AND RELEASE AGREEMENT P t of
1
t
t
r
C OMPROMISE, SE TTL E M E NT AN REL EA S E ,. � AGRE
This Compromise, Settlement, and Release A gtoement (the "Agreement" ) is made and entered
into as of the date set forth below by and between the C ity of Kennedale (the " and TXU Electric
C ompany iVk/a TXU US holdings Company ("TXU Electric') and TXU Gas Company ("TXU Gas"):
WHEREAS, thirty - s even citi es filed a suit in the 13 4th Judicial D istri t Count of D ailas County,
Texas, in Cause No. 00 - S 3, styled City o D n ton, Texas et al. vs. TXU Electfic Company, et cal. (the
Litigation" ) which included claims arising out of the electric and gas franchise ordinances similar; in
some respects to the franchise ordinances entered into by and between the City and TXU Electric and
TXU Gas and, specifically, the Litigation involved a dispute with regard to the calculation and amount
of franchise fees paid by TXU Electric and TXU Gas;
WHEREAS, the Litigation was resolved by agreement and TXU Electric and TXU Gas have
agreed to offer the City the same benefits offered to the Plaintiffs in the Litigation and the City has
agreed to accept the o ffer by TXU Eleetric and TXU Gas and to release any claims related to the
payment of franchise fees prior to and through December f, 200 ;
NOW, THEREFORE. in order to fully and finally resolve all disputes and claims arising out of
the calculation and payment of franchise fees to the City by TXU Electric and TXU Gas pnor to and
through December 31, 2001, for the mutual promises and covenants set forth in this Agreement, the
adequacy an sufficiency o f which consideration is acknowle the City an TXU Electric an TXU
Gas agree as follows:
1 , AMENDMENTS TO THE ELECTRIC FRANCHISE ORDINANCE
A s the result of electric industry restructuring, the electric franchise formerly held by TXU
Electric has been assigned to ncor Electric Delivery Company C 'Oncor" ) , accordingly, effective
January 1, 2002 the City agrees to enter into and TXU Electric agrees to cause Oncor to accept an
amendment to the cutTent electric franchise ordinance substantially in the form of the amendment
N COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT Page 2 of S
attached as Exhibit A which amendment ent shall, at the election of the City, provide that the Discretionary
Services Charges identified in Section 6.1.2 of the Tat +'ff for Retail Delivery applicable to Oncor which
are directly paid by the customer and which are those charges identified as items DD 1 through and
inclusive of DD24 in said tariff, shall be subject to an additional franchise fee based on 4% of such
charges which additional franchise fee shall be paid to the City pursuant to the teems of the amendment
attached as Exhibit A. The City acknowledges that Oncor may file with the Texas Public Utility
Commission and/or the City a tariff amendment in compliance with the terTns of this agreement, which
will provide that Oncor shall have the right to collect from. the customer the h.'anchis e fee on such
Iiiscretionaly Service Charges such that the customer shall bear 100% of the franchise fee on such
Discretionary Service Charges. The City acknowledges that Oncor is an intended third -patty
beneficiary of this agreement eement and agrees to cooperate with Oncor in order for Oncor to pass tlu ough to
customers the entire franchise fee on such Discretionary Set Charges by taking the following
actions; i) to the extent the City acts as regulatory authority, by adopting and approving that portion of
any tariff in compliance with the tetTns of this Agreement which providos for 100% recovery of such
franchise fees; (ii) in the event the City intervenes in any regulatory proceeding before a federal or state
agency in which the recovery of ` the f - anchis e fees on such Discretionary Service Charges is an issue,
the City will tale an affirmative positron supporting the 100% recovery of such franchise fees by Oncor
and; (iii) in the event of an appeal of any such regulatory proceeding in which the City has intervcned,
the City will tale an aff - mative position in any such appeals in support of the 100% recovery of such
franchise fees by Oncor. The City further agrees not to take any action to prevent the recovery of the
franchise fees on such Discretionary Service Charges by Oncor and to take other action which may be
reasonably requested by Oncor to provide for the 100% recovery of such franchise fees by Oncor.
2. AME NDMENTS To THE GAS FRANCHISE ORDINAN
Effective January 1, 2002, the City agrees to enact and TXU Gas agrees to accept an amendment
to the cutTent gas franchise ordinance substantially in the form of the amendment attached as Exhibit iB
to provide that, at the election of the City, the franchise fee will increase to a maximum of 4..00% of the
COMPROMISE, ETTLEM T AND RELEASE AGREEMENT page 3 of 8
applicable franchise fee payment base and, at the election of the City, the franchise fee payn - tent base
shall be amended to include miscellaneous fees, contributions in aid of construction, bad debt expense,
transportation revenues and third-party gas sales and gross receipts fees as well as a favored nations
clause with respect to franchise fce payments and franchise fee calculations, substantially in the fora - 1 of
the provisions in Exhibit B. The City acknowledges that TXU Gas has the right to recover from its
ratepayer's such additional franchise fee payments to the City and the City agrees to cooperate with
TXU Gas in order for TXU Gas to pass through to its ratepayers the entire franchise fee payment, as
amended, by taping the following actions: (i) as regulatory authority, by adopting and approving the
ordinance, rates or tatiff which provide for 100% recovery of such fi anchise fees as part of TXU Gas'
rates; (ii ) in the event the City intervenes in any regulatory proceeding before a federal or state agency
in which the recovery of TXU Gas' franchise fees is are issue, the City will take an affirmative position
supporting 100% recovery of such franchise fees by TXU Gas and; (11'i) in the event of an appeal of any
such reglulatory proceeding in which a 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 TXU Gas. The City further
agrees not to take any action to prevent the recovery of such franchise fees by TXU Gas and to take
other action which may be reasonably requested by TXU Gas to provide for the 100% recovery of such
franchise fees froth TXU Gas' ratepayers.
3. PAYMENTS To THE CITY
Upon execution and delivery of fully executed and notarized original of this Agreement:
A. TXU Gas agrees to pay to the City the sum of $6513.66. The City acknowledges that
TXU Gas has the right to and shall recover this amount from its ratepayers pursuant
to the tax adjustment clause applicable to TXU Gas, by applying a surcharge to the
monthly bills rendered to its ratepayers, provided that the recovery of such surcharge
shall be limited as follows: 1 the surcharge shall be. amortized over a period not
less than tlu years, and the accrual balance will not be subject to interest. TXU
Gas agrees that the franchise fee paid to the City and recovered from ratepayers
COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT page 4 of 8
under this Agreement will not include any amounts collected in the past from
ratepayers,
E. TXU Electric agrees to pay, of cause Oncor to pay the City, the sum of $5201.5 1.
4, RELEASE OF TXU ELECTRIC, TXU GAS AND THEIR. AFFILIATES BY THE CITY
Except for claims arising out of a breach of this Agreement, the City of Kennedale, on behalf of
itself and its successors and assigns and any and all persons, entities or municipalities claiming by,
though or under them, hereby RELEASES, DISCHARGES AND ACQUITS, forever and for all
purposes, TXU Electric Company (crow known as TXU US Holdings Company), its successor Oneor
Electric Delivery Company, TXU Gas Company, including its division TXU Gas Distn'bution, TXU
Corp. and each of their respective agents, employees, officers, directors, shareholders, partners,
insurers, attorneys, legal representatives, successors and assigns as well as their affiliated coi orations,
including TXU Business Services Company and TXU Energy Company EEC and its subsidiaries, f
and against any and all liability which they now have, have had or may have, and all past, present and
future actions, causes of action, claims, demands, damages, costs, expenses, compensation, losses and
attorneys' fees of any bind or nature whatsoever, or however described, whether l-nown or unk -nown,
fixed or contingent, in law or in equity, whether asserted or unasserted, whether in tort or contract,
whether now existing or accruing in the future arising out of or related to the payment, calculation or
rendition of franchise fees to the City on or before December 31, 2001 and all claims which could be
asserted against TXU Electric and/or TXU Gas in litigation in any war related to the payment,
calculation or rendition of fr - anchise fees by TXU Electric and /or TXU Gas on or before December 3 1,
2001. This release. is intended to only release claims related to the payment, calculation or rendition of
franchise fees by TXU Electric and TXU Gas on or before D eceni -b er; 31, 2001 and is not intended to
release any other claim or cause of action that any party to this Agreement has, known or unknown, or
which accrues in the future.
5. WARRANTY AS To OWNERSHIP OF CLAIMS AND AUTHORITY
COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT
S
A. The City warrants and represents that it is the owner of the claims being
compromised, settled, discharged and released pursuant to this Agreement and each
further waiTants and represents that It has not previously assigned all or any part of
such claims to another entity or person. The City wa- tTants and represents that there
arc no liens of any nature, assignments or Subrogation interests in or to the money
paid to the City under the terms of this Agreement. The City warrants that 'it will
take all action necessary to properly execute and deliver this agreement.
B. T U Electric and T U Gas warrant that the person(s) executing this Agreement on
their behalf has authority to bind the entity for whom. such person signs this
Agreement.
6+ NO ADMISSION of LIABILITY
Page 5 of
This Agreement is made to compromise, tei ninate and to constitute an accord and satisfaction of
all of the claims released by this Agreement and TXU Electric and T U Gas admit no liability, fault or
wrongdoing of any nature or kind whatsoever and expressly deny and disclaim. any liability fault or
wrongdoing alleged or which could have been alleged with regard to the claims asserted in the
Litigation if the City had bccome a party to the Litigation or any similar claims which night be
asserted by the City against TXU Electric and /or T U Gas.
7, RECOVERY OF DAMAGES DUE To BREACH
In the event of breach by any party of the terms and conditions of this Agreement, a non - breaching
party shall be entitled to recover all expenses as a result of such breach, including, but not limited to,
reasonable attorneys' fees and costs.
MISCELLANEOUS PROVISIONS
8. It is understood and agreed that all agreements and understandings by and between the parties to
COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT page 6 of
this .Agreement with respect to the payment of franchise fees and the settlement of any claims related to
the payment of franchise fees are expressly embodied in this Agreement and that this Agreement
supersedes any and all prior agreements, arrangements or understandings between the par relating to
the elairrrs released pursuant to this Agreement or any rnatterrs related thereto executed by the parties.
9. The Parties acknowledge and agree that the terms of this Agreement are all contractual and not
more recitals.
The patties acknowledge that they have read this Agreement, understand its terms, and that this
Agreement is entered into voluntarily, without duress, and with full knowledge of its legal
significance.
11. This Agreement may not be modified in any manner, nor may any rights provided for herein be
waived., except by an instrument in writing signed by each party.
12. This Agreement shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.
13. Should any term or any provision of this Agreement be declared invalid by a court: of competent
jurisdiction, the parties agree that all other terns of this Agreement are binding and have full farce and
effect as if the invalid portion had not been included.
14. The parties represent and warrant that no party has been induced to enter this Agreement by a
statement, action or representation of any kind or character made by the persons or entitles released
under this Agreement or any person or persons representing them, other than those expressly made in
this Agreement,
15. It is understood and agreed that this Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
16. The headings contained herein are for convenience and reference only and are agreed, in no way,
r
C OMPROMISE, S ETTLEMENT AND RELEASE AGREEMENT Page 7 of 8
to d efine, describe, extend or hinit the scope or intent of this Agreement or its provis 1011 .
17. This Agreement ent sh al1 be construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, this Agreement ha s been executed by the panties as of th e d ate set
forth,
THE CITY OF I ENNEDA.LE, TEXAS
B y* F � P 1 or
Its: Mayor
Tate. January 16, 2003
TXU ELECTRIC RI COMPANY n/ TXU US
HOLDINGS CDMPA
can
Its
Date:
TXU GAS COMPANY
Its: C C'_
Date: 6-3
C OMPROMISE, SETTLEMENT AND DECEASE AGREEMENT
STATE O F TEXAS
COUNTY OF TARRANI'
This insti ument was acknowledg b 6or me on the day of JM 200
b V-V- - o behalf of th C ity of AIG. F)4Le-
KATHY TURNER
MY r ' 1 5, ON EXP
+ fl 1%
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF DALLAS
Page of
This instrument was acknowledged h efo r e m on the day of J, ,� ,k 20
b a of TXU Ele tn.e Company 'T` nWa U US Holdings Company, on behalf
of said corporation.
Rky
._ raror f
L : , ()ha rlenE) Camp
NOW lic, StSto of Texas , my � qws 04120 Notary Pu bl ic, S tat e of Texas
TATS OF TEXAS
COUNTY OF DALLAS
"s
This instrument was acknowledged before me an the , da o 200 }
b
Y �5 ---I
� (�:, of TXU Gas Company, on behalf of said corporation.
'ro i7Lll li lrr
{,vir � l'atahlr ta T
i. F
Gw T �
' Notalr Pubile, S tatO of TeMs
4; My Comm. Expir�� 07110/05
i%;
Stephan J. Houle
rnw Prssldeet
6 NC
oncor
1601 Dryart ` ftat
32 1-1
Dallosr TX 75201
Tel 214 812 4821
F 114 812 3221
shwlsl @Ixu. wM
January 21 # 2002
TO THE HONORABLE MAYOR AND COUNCIL PERSONS OF ALL MUNICIPALITIES
SERVED BY 0NC0R ELECTRIC DELNERY COMPANY
RE: Franchise Fecs ftom Onror Elec'tric Delivery Company C'Oncor' (formerly TXU
Electric Company)
In recent months, Oncor has sent letters to some of the Qities It serves conceming the amount of
fmnchise fcc:§ rclated to sales he January 2002 and sales made to customers who participated
in the ReW Choice Pilot Program in 2001. Some cities reee )"ved two letters, with the second letter
revising the calculation described in the first lener. The first letter was soot in October 2001, and the
second letter was sent in December 2001. Unfortunately, the second letter contained are incorma
eWeulaon.
The correct calctilation for calculating the amount of francWse fees that Oncar expeQts tc pay was
reflected in its October 20 01 letter, For your coi ivenden e, that oaloulatlon is reflected below;
C itvlTown 12 Fees Due 1998 kWh Dellvered entslk
eraeddale $213 72,803,524 0.007-928
I apol o &e for this error and re et any inconvenien ce that it may have oauscd you. We apprw ate
your business and look forward to continuing to provide your city with excellent service that meets
all your energy delivery needs.
Sincerely,