06-056 - R TOWN OF PROSPER,TEXAS RESOLUTION NO.06-56
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF
PROSPER, TEXAS TO EXECUTE A LETTER OF AGREEMENT EXTENDING
AND MODIFYING A SETTLEMENT OFFER BETWEEN TXU ELECTRIC
DELIVERY AND THE STEERING COMMITTEE OF CITIES SERVED BY TXU
ELECTRIC DELIVERY.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER,TEXAS:
SECTION 1: The Mayor of the Town of Prosper, Texas is hereby authorized to execute, on
behalf of the Town Council of the Town of Prosper,Texas a letter of agreement extending and modifying
a settlement offer between TXU Electric Delivery and the Steering Committee of Cities Served by TXU
Electric Delivery
SECTION 2: This Resolution shall take effect immediately upon its passage.
RESOLVED THIS THE 13th day of June,2006.
ar es Ni anger,M r
ATTEST TO:
atthew D.Denton,Town Secretary
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TXU
Electric Delivery
TXU Electric Delivery Gerald C.Perrin
400 W.Virginia Area Manager
McKinney,Tx 75069 Relationship Management
Tel: 972-569-6311
Fax:972-569-6319
gperrinl @txued.com
May 3, 2006
Mayor Charles Niswanger
City of Prosper
113 W. Broadway
Prosper, Texas 75078
Re: Extension and Modification of Settlement Between TXU Electric Delivery and
the Steering Committee of Cities Served by TXU Electric Delivery& Agreement to
Resolve Outstanding Franchise Issues
Dear Mayor Miswanger,
As we told you in early January, TXU Electric Delivery Company ("Electric Delivery")
and the Steering Committee of Cities Served by TXU Electric Delivery ("Steering
Committee") have agreed to extend the February 22, 2005 settlement between Electric
Delivery and the Steering Committee and to resolve outstanding franchise issues. Copies
of the January 27, 2006 Extension and Modification of Settlement Agreement and the
January 27, 2006 Agreement to Resolve Outstanding Franchise Issues that reflect those
agreements between Electric Delivery and the Steering Committee are enclosed with this
Letter Agreement as Enclosures 1 and 2, respectively. The purpose of this Letter
Agreement is to offer your city benefits comparable to the benefits reflected in those
agreements. Please note that paragraphs 5 through 7 of this Letter Agreement are
available to your city only if your city also agrees to the provisions in paragraphs 1
through 4.
Extension and Modification of Settlement Agreement
1. In consideration for your city's continuing agreement not to initiate a Show Cause
Action or similar proceeding concerning Electric Delivery's rates before July 1, 2008 and
not to intervene in or participate in any manner in any Show Cause Action concerning
Electric Delivery's rates initiated at the Public Utility Commission of Texas ("PUC") or
in any other jurisdiction prior to July 1, 2008, Electric Delivery will make a cash payment
of$2,207.46 to your city on March 31, 2007, March 31, 2008 and March 31, 2009. The
amounts paid under this Letter Agreement are paid solely in consideration for your city's
forbearance from filing, pursuing, or intervening in any Show Cause Action or similar
proceeding against Electric Delivery and are not a rate reduction, refund, rebate, discount,
preference, or privilege of any kind for services provided by Electric Delivery.
2. Electric Delivery's obligation to make the payments described in paragraph 1
ceases on (1) the date that your city initiates, intervenes in, or participates in a Show
Cause Action or similar proceeding, (2)the date that Electric Delivery ceases to have any
obligation to pay any amounts to Steering Committee under paragraph 4 of the January
27, 2006 Extension and Modification of Settlement Agreement (Enclosure 1), or (3) the
date that the tariffs approved in Electric Delivery's next system-wide rate case at the PUC
or in a city rate inquiry become effective on a temporary or permanent basis
("Termination Date"); provided, however, in the year the new tariffs become effective,
the annual payment shall be prorated until the Termination Date.
3. Electric Delivery and the Steering Committee have also agreed in the January 27,
2006 Extension and Modification of Settlement Agreement (Enclosure 1) to pursue
discussions concerning various subjects. Any improved processes or revised tariffs that
result from that agreement will be made available to and will be applicable to your city.
4. Electric Delivery also agrees to pay your city $4,580.86 for beneficial public use
45 days after Electric Delivery receives an executed original of this Letter Agreement.
Electric Delivery also agrees to pay your city $4,580.86 for beneficial public use on
March 31, 2007. Your city agrees to apply both of these amounts for beneficial public
use. The determination of what activities are beneficial to the public is within the
discretion of your city. Those activities include, but are not limited to, energy education
for citizens, reductions in rates for city services, investments in community facilities, and
investments in energy efficiency measures.
Agreement to Resolve Outstanding Franchise Issues
5. As described in the enclosed January 27, 2006 Agreement to Resolve Outstanding
Franchise Issues (Enclosure 2), to recognize the increasing cost and complexity of
managing utilities in public rights-of-way, Electric Delivery agrees to increase the
franchise fee factor for your city effective January 1, 2006 by 2%. Electric Delivery will
also increase the franchise fee factor for your city an additional 1% on January 1, 2007,
on January 1, 2008, and on January 1, 2009, for a total potential increase of 5% above the
franchise fee factor in effect on December 31, 2005. Electric Delivery's obligation to
increase its franchise fee payments to reflect the increased franchise fee factors described
in this paragraph ceases on the date upon which: (1) Electric Delivery is called in for a
rate case by any municipality; (2) a proceeding concerning Electric Delivery's rates is
initiated under Subchapters C or D of the Public Utility Regulatory Act, Tex. Util. Code
Title 2, ("PURA") Chapter 36; (3) a proceeding affecting Electric Delivery's rates is
initiated as a result of a settlement; or (4) legislation becomes effective that modifies the
franchise fee authorized by the PURA.
6. Your city's acceptance of paragraphs 5 through 7 of this Letter Agreement
signifies its agreement that if the PUC denies recovery in Electric Delivery's rates of the
fees associated with the increased franchise fee factors described in paragraph 5, then the
franchise fee factor in your city immediately reverts to the franchise fee factor in effect in
your city on December 31, 2005. Electric Delivery will not seek to impose a refund or
credit obligation on your city for franchise fees already paid under the increased franchise
fee factors.
7. If your city receives its annual franchise fee payments from Electric Delivery on a
prospective basis and your city would like to instead receive those prospective franchise
fee payments on a quarterly basis, then Electric Delivery agrees to amend your existing
franchise agreement in a manner that is consistent with paragraph 5 of the enclosed
January 27, 2006 Agreement to Resolve Outstanding Franchise Issues(Enclosure 2). The
cities who are not members of the Steering Committee who are eligible to choose this
option are listed on Attachment 1 to this Letter Agreement. If your city is not listed on
Attachment 1 to this Letter Agreement, then your city is not eligible to choose the option
described in this paragraph.
Execution Instructions
8. If your city agrees to the provisions of paragraphs 1 through 4 of this Letter
Agreement, please have a properly authorized representative of your city sign in the first
space reflected below and return the executed original to the undersigned.
9. If your city agrees to the provisions in paragraphs 1 through 4, then your city may
also agree to the provisions in paragraph 5 through 7 by having a properly authorized
representative of your city sign in the second space reflected below and returning the
fully executed original to the undersigned.
10. The offers reflected in this Letter Agreement expire on July 1, 2006.
Sincerely,
PARAGRAPHS 1 THROUGH 4 ARE AGREED TO AND ACCEPTED:
City of o
By:
Its:
Date:
PARAGRAPHS 5 THROUGH 7 ARE AGREED TO AND ACCEPTED:
City
By: o�/���/
Its: E t r
Date: , I o
Enclosure 1
Extension and Modification of Settlement
Agreement between TXU Electric Delivery
and
the Steering Committee of Cities
Served by
TXU Electric Delivery
dated January 27, 2006
EXTENSION AND MODIFICATION OF SETTLEMENT AGREEMENT
This Extension and Modification of Settlement Agreement ("Agreement") is made and
entered into between TXU Electric Delivery Company ("Electric Delivery") and the Steering
Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on
Exhibit A to this Agreement("Cities"), hereinafter referred to jointly herein as"Signatories."
WHEREAS, on February 22, 2005, the Signatories entered into a Settlement Agreement
that resolved numerous issues, including issues arising out of the resolutions passed in 2004 by
23 cities that are members of Cities requiring Electric Delivery to file with those cities
information that demonstrates good cause for showing that Electric Delivery's transmission and
distribution rates should not be reduced(hereinafter referred to as "Show Cause Actions");
WHEREAS, as part of that February 22, 2005 Settlement Agreement, Electric Delivery
agreed to file a system-wide rate case by July 1,2006;
WHEREAS, Cities and Electric Delivery desire to extend certain terms of the February
22, 2005 Settlement Agreement and to resolve all outstanding issues related to the pending and
potential Show Cause Actions, the upcoming system-wide rate filing, and other regulatory
issues; and
WHEREAS, after extensive negotiations, Cities and Electric Delivery have reached a
compromise and settlement to resolve those issues.
NOW, THEREFORE, the Signatories, through their undersigned representatives, hereby
agree to the following:
1. Electric Delivery agrees to propose and support in its next system-wide rate case or city
rate inquiry one or more municipal rates, each without a demand ratchet, that together will cover
all municipal accounts, including a street lighting rate and municipal pumping rate that will be
lower than they otherwise would be. Cities agree to provide to Electric Delivery any information
needed to design the rates described in this paragraph.
2. Electric Delivery agrees to file a system-wide rate case at the Public Utility Commission
of Texas ("PUC") no later than July 1, 2008, based on a test year ending December 31, 2007
unless Cities and Electric Delivery mutually agree that such a filing is unnecessary. For those
cities that do not have a City Council meeting in July, 2008, Electric Delivery will extend its
effective date to accomplish suspension by August 31, 2008. However, if Electric Delivery files
a system-wide rate case at the PUC on or before June 1, 2008, then Electric Delivery will not
extend its effective date.
3. Cities agree not to pursue any abated Show Cause Actions and not to initiate similar
actions before July 1, 2008, provided the provisions of this Agreement are honored. Cities agree
not to intervene in, or participate in any manner in, any show cause action initiated at the PUC or
in any other jurisdiction prior to the proceeding described in paragraph 2, or in any appeals of
such show cause actions, except as necessary to protect the tariff or tariff-efforts associated with
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paragraph 1 or to protect the city or its residents from being prejudiced in any show cause action
pending on appeal at the PUC. If Cities intervene in a show cause action pending on appeal at
the PUC, then Cities agree not to take any position in that proceeding that is inconsistent with its
obligations under this Agreement.
4. Cities agree to provide notice to Electric Delivery that (1) all cities listed on Exhibit B to
this Agreement have continued their abatements of, or have dismissed, show cause actions
pending against Electric Delivery, and (2) each city listed on Exhibit C to this Agreement has
passed a resolution ratifying this Agreement or provided to Cities a letter in substantially the
same form as Exhibit D to this Agreement that has been signed by an authorized representative
of the city. On March 31, 2007, March 31, 2008, and March 31, 2009, Electric Delivery will
make a cash payment of $8 million to Cities. Electric Delivery's obligation to make those
payments ceases on the date upon which Cities fail to comply with their obligations under this
Agreement or the date upon which the tariffs approved in Electric Delivery's next system-wide
rate case at the PUC or in a city rate inquiry become effective on a temporary or permanent basis
("Termination Date"); provided, however, in the year the new tariffs become effective, the
annual payment shall be prorated until the Termination Date. "System-wide rate case" includes
any system-wide change to base rate tariffs as a result of proceedings initiated under Subchapters
C or D of PURA Chapter 36 and any proceeding changing Electric Delivery's base rates initiated
as a result of a settlement.
5. The Signatories acknowledge and agree that under paragraph 4 of the February 22, 2005
Settlement Agreement,Electric Delivery will pay Cities$8 million on March 31, 2006.
6. Electric Delivery agrees to work with Cities to improve the timeliness of streetlight
maintenance and to develop a process so that every city-owned and Electric Delivery-owned
street light is assigned an identifiable geographic location. Signatories agree to establish a task
force of senior employees that will develop the process and planned rollout for the street light
assignment project. Electric Delivery also agrees to provide to Cities a specific contact person
(or persons) within Electric Delivery who will be responsible for handling all unresolved Cities'
requests with respect to streetlights, including, but not limited .to, billing, maintenance,
installation, removal, and account initiation and closure. Signatories agree to diligently pursue
resolution of the issues discussed in this paragraph; however, failure to reach an agreement with
respect to these issues will not constitute a breach of this Agreement by either Cities or Electric
Delivery.
7. Electric Delivery agrees to work with Cities to establish improved communication,
coordination, and timing of construction concerning relocations of Electric Delivery's facilities
in public right of way. Signatories agree to establish a task force of senior employees that will
develop the process and planned rollout of an improved relocation process. Signatories agree to
diligently pursue resolution of the issues discussed in this paragraph; however, failure to reach an
agreement with respect to these issues will not constitute a breach of this Agreement by either
Cities or Electric Delivery.
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8. The Signatories acknowledge that they have reached a separate agreement concerning
outstanding issues related to franchises. By its terms, that separate agreement becomes effective
only upon this Agreement's becoming effective pursuant to the terms of paragraphs 4 and 19.
9. Electric Delivery agrees to negotiate with Cities, and Cities agree to approve, a tariff that
permits Cities to request undergrounding of new or existing distribution facilities. The tariff
shall ensure full cost recovery by Electric Delivery through a surcharge in the requesting city in
the event that no third party is required by Electric Delivery's tariff, or applicable city ordinance,
to pay for undergrounding costs. That tariff will also allow Cities to request undergrounding of
transmission lines to the extent Electric Delivery determines that (a) such undergrounding is
feasible, (b) such undergrounding is consistent with the PUC's Substantive Rules and ERCOT's
requirements, and (c) Electric Delivery can recover the costs of such undergrounding through a
surcharge in the requesting city. Electric Delivery will not be obligated to file the tariff for city
approval until after the expiration of the Price to Beat or the modification of the Price to Beat in
a manner that allows pass through of tariff charges to the ultimate consumer.
10. Electric Delivery agrees to provide quarterly updates to representatives designated by
Cities and their consultants concerning Electric Delivery's capital expenditure projects and
affiliate transactions, the creation and regulatory treatment of a Pension and Health Benefits
Reserve for Electric Delivery, possible workable parameters for performance based rates for
Electric Delivery, and other topics as agreed upon by the Signatories. Electric Delivery will
work with Cities to provide information requested by Cities concerning those topics.
11. Electric Delivery shall pay up to $10,000 per month in regulatory expenses directly to
Cities' consultants, after receipt of appropriate documentation and invoices, provided said
expenses may be deferred for recovery. Cities agree to support recovery of such costs in Electric
Delivery's next rate case. Should recovery be denied by the PUC, then the payments will
immediately cease.
12. Electric Delivery shall pay up to $40,000 per month through December 2009 to
reimburse Cities for their involvement before ERCOT and the PUC concerning market design
issues, after receipt of appropriate documentation and invoices.
13. Electric Delivery agrees to reimburse Cities for the expenses incurred related to the
negotiation of this Agreement in an amount not to exceed $25,000 after receipt of appropriate
documentation and invoices, and Cities agree that those costs can be deferred for recovery in its
next rate case and agree to support deferral and recovery in that case. Notwithstanding
paragraph 14, any rights Cities may have under PURA, and any provisions in existing applicable
franchise agreements to the contrary, Electric Delivery agrees to reimburse Cities for reasonable
and necessary expenses incurred in Electric Delivery's next system-wide rate case in an amount
not to exceed $2,000,000. The rate case expense reimbursements will be made monthly,
beginning with the first month after the consultants are hired. Cities further agree not to contest
the recovery of Cities' rate case expenses and Electric Delivery's reasonable and necessary rate
case expenses in Electric Delivery's next system-wide rate case.
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14. Electric Delivery agrees that, in franchise negotiations, it will not seek to extend the
prohibition on reimbursement of municipal rate case expenses beyond June 2008.
15. Electric Delivery agrees to pay Cities $18 million for beneficial public use. The
Signatories agree that that amount will be paid in two installments: (1) $9 million will be payable
two weeks after Electric Delivery receives the notice from Cities required in paragraph 4 of this
Agreement; and (2) $9 million will be payable by January 31, 2007. The Signatories agree that
member cities are to apply these funds for beneficial public use and that the determination of
what activities are beneficial to the public is within the discretion of each member city. Those
activities include, but are not limited to, energy education for citizens, reductions in rates for city
services, investments in community facilities, and investments in energy efficiency measures.
16. The Signatories acknowledge that Electric Delivery intends to offer certain terms of this
Agreement to cities served by Electric Delivery that are not listed on Exhibit A ("Negotiations").
Electric Delivery agrees that all cities listed on Exhibit A are entitled to Most Favored Nations
protection during those Negotiations and that any benefits that Electric Delivery agrees to
provide to any city during those Negotiations that are not already included in this Agreement will
be offered to all cities listed on Exhibit A. Cities acknowledge and agree that to receive any
additional benefits from Electric Delivery, additional consideration from Cities to Electric
Delivery may be required.
17. The Signatories agree that the amounts paid by Electric Delivery to Cities pursuant to
paragraphs 4, 11, 12, 13, and 15 of this Agreement are paid solely in consideration for Cities'
continued abatement or dismissal of, and forbearance from filing or pursuing, Show Cause
Actions against Electric Delivery and Cities' agreement to abide by the terms of this Agreement,
and to reimburse Cities' expenses associated with the Show Cause Actions and other regulatory
proceedings. To the extent that the amounts paid may be in excess of Cities' expenses, the
excess is paid solely in order to settle the matters that are the subject of this Agreement.
Signatories recognize and agree that the payments specified in this Agreement are not a rate
reduction, refund, rebate, discount, preference or privilege of any kind for services provided by
Electric Delivery or any of its affiliates or predecessors in interest under any tariff, whether in
the past, now, or in the future. As such, the provision of electric delivery service to Cities by
Electric Delivery or any affiliate or predecessor has been and will continue to be governed solely
by the rates, terms, and conditions of the applicable tariffs.
18. The Signatories agree that the rights, duties, benefits, and obligations set forth in this
Agreement are binding upon their successors in interest.
19. This Agreement shall become effective only upon the execution of this Agreement and
the entry of resolutions or orders continuing the abatements or dismissing the Show Cause
Actions.
20. Each person executing this Agreement represents that he or she is authorized to sign this
Agreement on behalf of the party represented.
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21. The Signatories expressly acknowledge and agree that oral and written statements made
by any party or its representative during the course of the settlement negotiations that led to this
Agreement cannot be used or portrayed as an admission or concession of any sort and shall not
be admissible as evidence in any proceeding in any forum.
22. The Signatories agree that this Agreement extends and modifies the terms of their
February 22, 2005 Settlement Agreement. To the extent that any terms of that February 22,2005
Settlement Agreement are not restated here, the Signatories agree that those terms have expired.
To the extent that there are any inconsistencies between the terms of this Agreement and the
terms of the February 22, 2005 Settlement Agreement, the Signatories agree that the terms of this
Agreement control.
Executed on this the Zgday of January, 2006, by the Signatories hereto, by and through
their undersigned duly authorized representatives.
TXU Electric Delivery Company Steering Committee of Cities Served by TXU
Electric Delivery Company on behalf of all
cities listed on Exhibit A to this Agreement
By: 7.44 By:
Its: IA cc PaksI D—04- Its:
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Exhibit B
City of Arlington
City of Benbrook
City of Brownwood
City of Burleson
City of Carrollton
City of Dallas
City of Dalworthington Gardens
City of Denison
City of Ft. Worth
City of Harker Heights
City of Heath
City of Pantego
City of Plano
City of Richland Hills
City of Robinson
City of Rockwall
City of Snyder
City of Sulphur Springs
City of The Colony
City of Woodway
Exhibit C
City of Addison City of Tyler
City of Allen City of University Park
City of Andrews City of Waco
City of Archer City City of Watauga
City of Belton City of White Settlement
City.of Big Spring City of Wichita Falls
City of Breckenridge
City of Bridgeport
City of Burkburnett
City of Celina
City of Cleburne
City of Colleyville
City of DeLeon
City of Early
City of Eastland
City of Euless
City of Farmers Branch
City of Flower Mound
City of Forest Hill
City of Frisco
City of Glenn Heights
City of Grand Prairie
City of Grapevine
City of Henrietta
City of Highland Park
City of Howe
City of Hurst
City of Irving
City of Keller
City of Lakeside
City of Lamesa
City of Lindale
City of Little River Academy
City of Mansfield
City of McKinney
City of Midland
City of Murphy
City of North Richland Hills
City of Oak Point
City of ODonnell
City of Odessa
City of Palestine
City of Paris
City of Richardson
City of Roanoke
City of Rowlett
City of Sherman
City of Southlake
City of Sunnyvale
City of Sweetwater
City of Temple
Exhibit D
January , 2006
Mr. Geoffrey M. Gay,Esq.
Lloyd Gosselink
816 Congress Avenue, Suite 1900
Austin, Texas 78701
RE: Settlement Agreement between Steering Committee of Cities Served by
TXU Electric Delivery and TXU Electric Delivery Company
Dear Mr. Gay:
I hereby acknowledge that the Steering Committee of Cities Served by TXU
Electric Delivery has the authority to act on behalf of the City of
in the negotiation and execution of a settlement agreement with TXU Electric Delivery
Company.
I also represent that I am duly authorized by the City of to
sign this letter.
Sincerely,
[Name]
[Position]
Exhibit A
City of Addison City of Highland Park City of University Park
City of Allen City of Honey Grove City of Venus
City of Alvarado City of Howe City of Waco
City of Andrews City of Hurst City of Watauga
City of Archer City City of Hutto City of White Settlement
City of Arlington City of Irving City of Wichita Falls
City of Belton City of Jolly City of Woodway
City of Benbrook City of Josephine
City of Big Spring City of Justin
City of Breckenridge City of Kaufman
City of Bridgeport City of Keller
City of Brownwood City of Kerens
City of Buffalo City of Lakeside
City of Burkburnett City of Lamesa
City of Burleson City of Lindale
City of Caddo Mills City of Little River Academy
City of Cameron City of Malakoff
City of Canton City of Mansfield
City of Carrollton City of McKinney
City of Celina City of Midland
City of Centerville City of Murphy
City of Cleburne City of Murchison
City of Colleyville City of New Chapel Hill
City of Collinsville City of North Richland Hills
City of Comanche City of O'Donnell
City of Corinth City of Oak Leaf
City of Crowley City of Oak Point
City of Dallas City of Odessa
City of Dalworthington City of Ovilla
Gardens City of Palestine
City of DeLeon City of Pantego
City of Denison City of Paris
City of Early City of Plano
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City of Eastland City of Ranger
City of Edgecliff Village City of Rhome
City of Euless City of Richardson
City of Farmers Branch City of Richland Hills
City of Flower Mound City of Roanoke
City of Forest Hill City of Robinson
City of Fort Worth City of Rockwall
City of Frisco City of Rosser
City of Frost City of Rowlett
City of Glenn Heights City of Sherman
City of Grand Prairie City of Snyder
City of Granger City of Southlake
City of Grapevine City of Sulphur Springs
City of Gunter City of Sunnyvale
City of Harker Heights City of Sweetwater
City of Heath City of Temple
City of Henrietta City of The Colony
City of Hewitt City of Tyler
Enclosure 2
Agreement to Resolve Outstanding
Franchise Issues between
TXU Electric Delivery
and
the Steering Committee of Cities
Served by
TXU Electric Delivery
dated January 27, 2006
AGREEMENT TO RESOLVE OUTSTANDING FRANCHISE ISSUES
This Agreement To Resolve Outstanding Franchise Issues ("Agreement") is made and
entered into between TXU Electric Delivery Company ("Electric Delivery") and the Steering
Committee of Cities Served by TXU Electric Delivery Company on behalf of all cities listed on
Exhibit A to this Agreement ("Cities"), hereinafter referred to jointly herein as "Signatories."
The cities listed on Exhibit A to this Agreement are hereinafter referred to as "Member Cities."
WHEREAS, several Member Cities have expressed concern about the increasing cost and
complexity of managing utilities in public rights-of-way and the desire to receive increased
compensation from utilities for their use of such rights-of-way;
WHEREAS, several Member Cities who receive their franchise fee payments from
Electric Delivery on a prospective yearly basis have expressed interest in transitioning to
prospective quarterly payments;
WHEREAS,the Signatories desire to resolve outstanding issues related to franchises; and
WHEREAS, after extensive negotiations, the Signatories have reached a resolution of
those issues.
NOW, THEREFORE, the Signatories, through their undersigned representatives, hereby
agree to the following:
1. The Signatories agree that this Agreement shall become effective only upon the execution
of this Agreement and of the Extension and Modification of Settlement Agreement between the
Signatories dated January 27 , 2006. The effectiveness of this Agreement shall be accomplished
pursuant to the terms of paragraphs 4 and 19 of the Extension and Modification Settlement
Agreement.
2. To recognize the increasing cost and complexity of managing utilities in public rights-of-
way, Electric Delivery agrees to increase the franchise fee factor for each Member City on
January 1, 2006, by 2%. The franchise fee factor is the amount per kilowatt hour which is
multiplied times the number of kilowatt hours of electricity delivered by Electric Delivery to
each retail customer whose consuming facility's point of delivery is located within the Member
City's municipal boundaries. Electric Delivery will also increase the franchise fee factor to be
paid to the Member Cities an additional 1% on January 1, 2007, on January 1, 2008, and on
January 1, 2009, for a total potential increase of 5% above the franchise fee factor in effect on
December 31, 2005. Exhibit B to this Agreement reflects the franchise fee factors in effect for
all Member Cities in 2005, and the increased franchise fee factors for Member Cities provided by
this paragraph for 2006, 2007,2008,and 2009.
3. Electric Delivery's obligation to increase its franchise fee payments to reflect the
increased franchise fee factors described in paragraph 2 ceases on the date upon which: (1)
Electric Delivery is called in for a rate case by any municipality; (2) a proceeding concerning
Electric Delivery's rates is initiated under Subchapters C or D of the Public Utility Regulatory
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Act, Tex. Util. Code Title 2 ("PURA") Chapter 36; (3) a proceeding affecting Electric Delivery's
rates is initiated as a result of a settlement; or(4) legislation becomes effective that modifies the
franchise fee authorized by PURA.
4. . The Signatories agree that if the Public Utility Commission of Texas denies recovery in
Electric Delivery's rates of the fees associated with the increased franchise fee factors described
in paragraph 2, then the franchise fee factors immediately revert to the franchise fee factors in
effect on December 31, 2005. Electric Delivery will not seek to impose a refund or credit
obligation on Member Cities for franchise fees already paid under the increased franchise fee
factors.
5. Electric Delivery agrees to amend its existing franchise agreements with those Member
Cities who receive their annual franchise fee payments from Electric Delivery on a prospective
basis, and who wish to receive franchise fee payments on a quarterly basis, to reflect the
following points. Implementation of this amendment will be at each eligible Member City's
option. Exhibit C is a list of Member Cities who are eligible to take advantage of this provision.
For the purposes of this Agreement, "privilege period" is the period during which Electric
Delivery will have the right to use the public rights-of-way to deliver electricity to a retail
customer. "Basis period" is the period during which kWh delivered to each retail customer
whose consuming facility's point of delivery is located within the Member City's municipal
boundaries is used for the payment calculation.
(a.) In calendar year 2006, the annual payment to be made by Electric Delivery to the
eligible Member Cities will be paid in full on the date required by the applicable
franchise agreement.
(b.) Electric Delivery agrees to amend the franchise of eligible Member Cities to make
quarterly payments on a prospective basis in lieu of the annual prospective
payments as follows:
(i.) A quarterly payment schedule will be established with the first quarterly
payment due three months after the 2006 annual payment date in the
existing franchise.
(ii.) If the franchise amendment reflecting this Agreement is not effective prior
to the first quarterly payment date, Electric Delivery will pay any quarterly
payments due within 30 days of the effective date of the amendment.
Subsequent payments will be made in accordance with the schedule
established in the franchise amendment.
(iii.) The basis period used in determining the first quarterly payment will be
the three-month period immediately following the end of the basis period
designated in the existing franchise agreement that corresponds to the last
annual payment made in 2006. The basis period used in determining each
subsequent quarterly payment will be the subsequent three-month period.
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(iv.) The privilege period covered by the first quarterly payment will be the
three-month period immediately following the end of the privilege period
designated in the existing franchise agreement that corresponds to the last
annual payment made in 2006. The privilege period for each subsequent
quarterly payment will be the subsequent three-month period.
(c.) For an eligible Member City that chooses to amend its franchise agreement with
Electric Delivery in this manner, Electric Delivery will cease to make annual
franchise fee payments after December 31, 2006.
(d.) In no instance will Electric Delivery agree to payment provisions that would
require payment for the same privilege period twice.
(e.) The franchise amendment must extend the term of the amended franchise
agreement for at least five years beyond its current expiration date.
(f.) Since the quarterly franchise payments will correspond to a privilege period that
is more than 12 months beyond the date of the payment, no franchise payments
will be made during the final year of the franchise term unless the franchise is
extended as set out herein. The amended franchise agreement will include a
provision allowing Electric Delivery to elect to make one or more quarterly
payments during the final year of the franchise term that will prepay in full the
corresponding number of quarterly franchise periods that extend beyond what
would otherwise be the term of the franchise agreement. The amended franchise
agreement will include a provision requiring that any subsequent franchise
agreement must recognize that any quarterly payments made during the final year
of the amended franchise agreement term constitute full payment for the relevant
quarterly franchise periods.
(g.) Unless the existing franchise agreement is due to expire within 12 months of the
date this Agreement is ratified, no other changes to the franchise will be included
as part of this franchise amendment. If the existing franchise agreement is due to
expire within 12 months of the date this Agreement is ratified, the parties' ability
to negotiate other provisions of the franchise at the time the franchise is amended
to accommodate this Agreement is not so limited.
6. Each person executing this Agreement represents that he or she is authorized to sign this
Agreement on behalf of the party represented.
7. The Signatories expressly acknowledge and agree that oral and written statements made
by any party or its representative during the course of the negotiations that led to this Agreement
cannot be used or portrayed as an admission or concession of any sort and shall not be
admissible as evidence in any proceeding in any forum.
Page 3
Executed on this the 2-Tiftday of January, 2006, by the Signatories hereto, by and through
their undersigned duly authorized representatives.
TXU Electric Delivery Company Steering Committee of Cities Served by TXU
Electric Delivery Company on behalf of all
cities listed on Exhibit A to this Agreement
By: By:
CZ �'al
Its: Vt. P1 r rf Its: cit.:),
Page 4
Exhibit A
•
City of Addison City of Highland Park City of University Park
City of Allen City of Honey Grove City of Venus
City of Alvarado City of Howe City of Waco
City of Andrews City of Hurst City of Watauga
City of Archer City City of Hutto City of White Settlement
City of Arlington City of Irving City of Wichita Falls
City of Belton City of Jolly City of Woodway
City of Benbrook City of Josephine
City of Big Spring City of Justin
City of Breckenridge City of Kaufman
City of Bridgeport City of Keller
City of Brownwood City of Kerens
City of Buffalo City of Lakeside
City of Burkburnett City of Lamesa
City of Burleson City of Lindale
City of Caddo Mills City of Little River Academy
City of Cameron City of Malakoff
City of Canton City of Mansfield
City of Carrollton City of McKinney
City of Celina City of Midland
City of Centerville City of Murphy
City of Cleburne City of Murchison
City of Colleyville City of New Chapel Hill
City of Collinsville City of North Richland Hills
City of Comanche City of O'Donnell
City of Corinth City of Oak Leaf
City of Crowley City of Oak Point
City of Dallas City of Odessa
City of Dalworthington City of Ovilla
Gardens City of Palestine
City of DeLeon City of Pantego
City of Denison City of Paris
City of Early City of Plano
City of Eastland City of Ranger
City of Edgecliff Village City of Rhome
City of Euless City of Richardson
City of Farmers Branch City of Richland Hills
City of Flower Mound City of Roanoke
City of Forest Hill City of Robinson
City of Fort Worth City of Rockwall
City of Frisco City of Rosser
City of Frost City of Rowlett
City of Glenn Heights City of Sherman
City of Grand Prairie City of Snyder
City of Granger City of Southlake
City of Grapevine City of Sulphur Springs
City of Gunter City of Sunnyvale
City of Harker Heights City of Sweetwater
City of Heath City of Temple
City of Henrietta City of The Colony
City of Hewitt City of Tyler
Exhibit B
Steering Committee Cities
Frandose Factor Increases
# City Name Factor 2006 2007 2008 2009
hactur + 2% Facto, + ]1X) Factor + 4�� Facior + 50/o
1 Addison � 0.003544 0.002595 0.002620 0.002646 0.002671
2 Allen | 0.002794 0.002850 0.002878 0.002906 0.003934
3 Alvarado 0.003096 0.003158 0.003189 0.003220 0.003251
4 Andrews 0.003145 0.003208 0.003239 0.003271 0.003302
5 Archer City 0.003274 0.00]]39 0.003372 0.003405 0.003438
6 jArlington , 0.002766 0.002821 0.002849 0.002877 0.002904
7 iBelton 0.003115 0.003177 0.003208 0.003I40 0.003271'
8 n� �,
� O.003D02 O.OU306� D.DO]O9� O.DO312� O.0031�
9 ::Big Spring 0.002670 0.002723 0.002750 0.002777 0.002804
10 Breckenridge 0'002251 0.002206 0'003319 0.00I341 0.002364
11 Bridgeport ^ 0.002547 0.002598 0.802623 0.002649^ 0.002674`
12 Bnownwmod 0.003069 0.003130 0.003161 0.003192 0.003222
13 Buffalo � 0.003133 0.003196 0.003237 0.003258 0.003290
l* Burkbumett 0.003003 0.003063 0.003093 0.003123 0.003153
15 Burleson 0.002976 0.003036 0.003065 0.003095 0.80312S`
16 0.003418 0.003486 0.003521 0.003555 0.003589
17 :Cameron 0.002873 0.082930 0.002959 0.002988 0.003017
18 0.003216 0.003280 0.003312 O.Q033 - 0.00337�
19 ::Carrollton 0.002695 0.002749 0.002776 0.00I803` 0.002830
�
30 j 0.003300 0.003264 0.003296 0.003328 0.003360
21 :'Centerville 0.003150 0.003213 0.003245 0.003276 0.083308^
JJ Cleburne 0.002354 0.002401 0.002425 0'002448' 0.002472
23 CoUeyvi||e 0.002984 0.003044 0.003074 0.003103 0.003133
24 Collinsville 0.003312 0.003276 0.003308 0.003340` 0.003373
25 Comanche 0.003203 0.003267 0.003299 0.00]3]1 0.00]]63
26 Corinth 0.002901 0.002959 0.002988 0.003017 0.003046
27 Crowley 0.003095 0.003157 0.083188 0'003219 0.003350
28 IDallas | 0.002622 0.002674 0.002701 0.002727 0.00375
^
29 |wmrtbingtonGandens 0.003023 0.003083 0.003114 0.003144 0.0031
30 *:De Leon 0.003280 0.003346 0.003378 0.083411 O.UO '
i.
31 Pmnison 0.002766 0.002821 0.002849 0.002877 0.002904
32 :Early 0.003221 0.003285 0.003318 0.003350 O'OD33@2�
33 'Eastland ? 0.003148 0.003211 0.003242 ` 0.003374 0003305
34 EdgediffVillage 0.002796 0.002853 0.002880 0.002908 0.003936
35 Euless 0.002971 0.003030 0.003060 0.003090 0.003120
36 Farmers Branch 0.002452 0.002501 0.002526 0'002550 00]257S'
37 ^:Flower Mound 0.003031 0.003092 0.003122 0003152 0003183
38 1
Forest Hill O.0O291S O.002973 O.003OO2 0.003U33 O8U3O61
/ .
]Q ::Fort Worth 0.002651 0.002704 U.002731' 0.002757 0.002784
*u Frisco 0.002964 0.003023 0.003053 0.003083 0.003112
41 F ^ 0.O0�336 �.DO�4O3 O.QO3436 O.00346 ' 0.003503
42 ::Glenn Heights 0.003110 0.003172 0.003203 0.003234 0.003268
43 Grand Prairie 0.003651 0.002704 0.002731 0.002757 0.002784`
44 Granger 0.003392 0.003460 0.003494 0.003528 0'003561
45 Grapevine ^ 0.002545 0.002596 0.002621 0.002647 UO0J672'
46 Gunter 0.003103 0.003165 0.003196 0'003227 0'003258
47 ^:Harker Heights 0.003099 0.003161 0.003192 0003233 0003254"
48 Heath 0.003072 0.083133 0.003164 0.003195 0.003236
49 ::Henrietta3'
0.003336 0.003I91 0.00332 0.003355 0.003387'
SD jHewitt 0.003060 0.003121 0.003152 0.003182 0.003213,
51 Highland Park 0.002885 0.002943 0.002072 0.003000 0.003029
SZ Honey Grove 0.003388 0.003456 0.003490 0.003524 0.083557
53 Howe 0.003245 0.003310 0.003342 0.003375 0.003407
54 Hurst 0.002979 0.003039 0.003068 0.003098 0.003128
Exhibit
# City Name Factor 2006 3007 2008 2009
Factor + 290 Factor + T6/ Factor + ;`x. Factor + 5Y6
55 nuoo 0.003395 0.003463 0.003497 0.003531 0.003565
56 Umxng 0.002650 0.002703 0.002730 0.002756 0.002783
57 i3olly 0.002967 0.003026 0.003056 0.003086 0.003115
58 |]osephine 0.003221 0.003285 0.003318 0.003350 0.003382
59 Dustin 0.003243 0.003308 0.003340 0.003373 0.003405
60 :Kaufman 0.003029 0.803090 0.003120 0'003150 0.003180
61 Keller 0.003061 0.003122 0.003153 0.003183 0.003214
62 Kanens 0.003312 0.003378 0.003411 0.003444 0.003478
63 Lakeside 0.003168 0.003231 0.003263 0.003295 0.003326
64 !Lamasa 0.003045 0.003106 0.003136 0.003167 0.003197
65 nda|e 0.002999 0.003059 0.003089 0.003114 D.003149'
66 ::Little River-Academy 0.003156 0.003219 0.003251 0'0033820.003314
67 Malakoff 0.002047 0.002004 0.002932 0.002961^ 0.002989
68 Mansfield 0.002834 0.002891 0.002919 0.002947 0.002976
69 Mcmnney 0.002728 0.002783 0.002810 0.002837 0.003864
70 Midland 0.003944 0.00]00] 0.003032 0.003062 0.003091
71 UNi|hord 0.003383 0.003451 0.003484 0.00351 0.003552
72 Murchison 8.00]]51 0.003418 0.003452 0.00348` 0.003519
73 Murphy _ 0.003878 0.003140 0.003170 0.003201^ 0.003232
74 New Chapel Hi|| 0.003156 0.003319 0.003251 0.003382 0.003314
75 i.:North RUch!andHi||s 0.002837 U.DO3B94 0.00292i 0.00205 0.002979
76 |DDonneU | 0.003332 O.UO]]QA 0.003432 0.0034 ` 0.003499
77 :Oak Leaf 0.082965 0.003024 O.003O54 0.003084 0.003112
78 Oak Point 0.003078 0.003140 0.0031 ' 0.003201 0.003232
79 ::Odessa 0.003016 0.003107 0.003137 O.DO31G8 0.O031Q�
80 !0�Ua 0.003030 0.003099 0.003129 O.00316O' 0.003196
81 ::Palestine 0.003017 0.003077 0.003108 0.003138 0.003168
. 82 Pantcqo 0.003210 0.003374 0.003306 0.003338 0.003371^
83 !Parls 0.002407 0.082455 0.002479 0.002503 0.002527
84 :'Piano 0.002730 0.002785 0.002813 0.002839 D.002867^
85 manger 0.003232 0.003297 0.003329 0.003381 0.003394
86 |Rhome | 0.003180 0.003344 0.003275 0.003307 0.00]3]9
87 :Richardson 0.002608 0'002660 0.003686 0.002712 0.08]7]8
BB ::Richland Hills ! 0.003094 0.003156 0.003187 0.00321 ' 0.003249
89 Roanoke 0.003167 0.003230 0.003262 0.003294 0.003325
90 Robinson 0.003119 0.003181 0.003213 0.0032 ` 0.003275
91 Rockwall 0.00I813 0.002869 0.002897 0.00292e 0.003954
92 Rosser 0.003258 0.003333 0.003356 0.003388 0.003421
93 i Rowlett 0.803068 0.003129 0.003160 0.003191` 0.003221
94 :Sherman , 0.002281 0.002327 0.002349 0.002372 8.00239�
95 iSnyder 0.003173 0.00]2]6 0.003368 0.003300 0.003332
96 !South|ahe 0.003031 0.003092 0.003132 0.003153 8.003183
97 SulphurSphngs 0.002767 0.002822 0.002856 0.003878 0.002905
98 ::Sunnyvale 0.002433 0.002483 0.002506 0.002530 0.002555
99 iSweetwater 0'003100 0.003162 0.00319]` 0.003224 0.00325E
100!Temp|e 0'002526 0.002577 0.002602 0.003627' 0.002652
101 The Colony 0.003978 0.003038 0.003067 0.003097 0.003127
102 Tyler 0.002648 0.002701 0.002727 0.002754 0.002780
103 University Park 0.002792 0.002848 0.002876 0.002904 0.00293I
104 Venus 0.003313 0.003379 0.003412 0.0¢3446 0.003479
105 Waco 0.002630 8.002683 0.002709 0.00I735 0.002762
106 Watauga 0.002968 0.003027 0.003057 0.003087 0.003116
107:i.White Settlement 0.00J9S2 O.0U3O11 8.803041 0.003070 0.003100
1O8!VV|chitaFalls 0.0028*1 0.002898 0.002926 0.002955 0.002983
109 VVoodway 0.002692 0.00I746 0.002773 0.002800 0.002827
Exhibit C
City of Addison City of Odessa
City of Allen City of Ovilla
City of Alvarado City of Pantego
City of Andrews City of Paris
City of Archer City City of Plano
City of Belton City of Rhome
City of Benbrook City of Richland Hills
City of Big Spring City of Roanoke
City of Breckenridge City of Robinson
City of Bridgeport City of Rosser
City of Brownwood City of Rowlett
City of Burkburnett City of Snyder
City of Colleyville City of Southlake
City of Corinth City of Sunnyvale
City of Crowley City of Sweetwater
City of Dalworthington Gardens City of Temple
City of DeLeon City of The Colony
City of Denison City of Watauga
City of Early City of White Settlement
City of Eastland City of Wichita Falls
City of Edgecliff Village City of Woodway
City of Euless
City of Farmers Branch
City of Flower Mound
City of Forest Hill
City of Glenn Heights
City of Grand Prairie
City of Granger
City of Grapevine
City of Heath
City of Henrietta
City of Hewitt
City of Honey Grove
City of Irving
City of Jolly
City of Josephine
City of Justin
City of Lakeside
City of Lamesa
City of Little River Academy
City of Malakoff
City of Mansfield
City of McKinney
City of Midland
City of Murchison
City of Murphy
City of New Chapel Hill
City of North Richland Hills
City of O'Donnell
City of Oak Leaf
City of Oak Point
ATTACHMENT 1
Annual Prepay Non-Steering Committee Cities
ACKERLY CHANDLER FAIRVIEW KNOLLWOOD NACOGDOCHES RENO-LAMAR VALLEY VIEW
ALEDO CHICO FORSAN KRUM NAVARRO RENO-PARKER VAN
ALMA CHIRENO GAINESVILLE LACY-LAKEVIEW NEVADA RETREAT WEIR
ANGUS CLARKSVILLE GARLAND LAKE BRIDGEPORT NEW FAIRVIEW RICHLAND WELLS
ANNETTA COAHOMA GARRETT LAKE DALLAS NEWARK RIESEL WESTBROOK
ANNETTA NORTH COLORADO CITY GEORGETOWN LAKE WORTH NEYLANDVILLE RIVER OAKS WESTOVER HILLS
WESTWORTH
ANNETTA SOUTH COMMERCE GHOLSON LAKESIDE CITY NOLANVILLE ROSCOE VILLAGE
APPLEBY COOL GODLEY LATEXO NOONDAY ROXTON WICKETT
ARGYLE COOPER GOLINDA LAVON NORTHLAKE ROYSE CITY WILLOW PARK
ATHENS COPPELL GOODLOW LEONA OAK GROVE RUNAWAY BAY WILMER
AURORA CORSICANA GORMAN LEROY OAK VALLEY SACHSE WINDOM
AZLE CRANDALL GRAFORD LINDSAY OGLESBY SADLER WINK
BALCH SPRINGS CRANE GRAHAM LIPAN PARADISE SAGINAW WYLIE
BARRY CRESSON GRANDFALLS LORAINE PARKER SALADO YANTIS
BARTLETT CROSS ROADS GRAPELAND LORENA PAYNE SPRINGS SANCTUARY ZAVALLA
BEDFORD CUMBY GUN BARREL CITY LOVELADY PECAN HILL SANSOM PARK
BELLEVUE DEAN HALTOM CITY LOWRY CROSSING PENELOPE SAVOY
BELLMEAD DESOTO HASLET MARSHALL CREEK PFLUGERVILLE SHADY SHORES
BELLS DIBOLL HEBRON MAYPEARL PLEASANT VALLEY SOUTHMAYD
MCLENDON-
BEVERLY HILLS DODD CITY HICKORY CREEK CHISHOLM PONDER SPRINGTOWN
POST OAK BEND
BLUE MOUND DORCHESTER HIDEAWAY MELISSA CITY STANTON
BRUCEVILLE-EDDY DUNCANVILLE HOLLIDAY MILANO POTTSBORO SUNSET
BUCKHOLTS EDOM HUDSON MILDRED POWELL THORNTONVILLE
BURKE ELECTRA HUDSON OAKS MILLSAP POYNOR THRALL
BYNUM ELGIN HUTCHINS MOBILE CITY PRINCETON TIRA
ENCHANTED
CAMPBELL OAKS IOWA PARK MONAHANS PYOTE TOOL
MORGANS POINT
CANEY CITY EUREKA JOSHUA RESORT QUINLAN TRINIDAD
CARBON EUSTACE KEENE MUENSTER RAVENNA TROPHY CLUB
CASHION
COMMUNITY EVERMAN KENNEDALE MUSTANG RED OAK TROY