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16-82 - OrCo�' January 20, 2017 VIA CERTIFIED MAIL, RETURN RECEIPT REOUESTED Town of Prosper, Texas P.O. Box 307 Prosper, Texas 75078 Attention: Robyn Battle, Town Secretary RECEIVED JAN 2 4 2011 TOWN OF PROSPER TOWN SECRETARY'S OFFICE RE: CoSery Electric Franchise; Ordinance No. 16-82 CoSery Electric hereby accepts and agrees to the terms and conditions of Ordinance No. 16- 82, a copy of which is attached hereto as Exhibit A. DENTON COUNTY ELECTRIC COOPERATIVE, INC., d/b/a COSERV ELECTRIC J By: oe R. Forman Vice President — Corporate Relations 7701 S Stemmons o Corinth, TX 76210-1842 o Phone (940) 321-7800 m CoServ.com COS 5027 ExAi bi + A TOWN OF PROSPER, TEXAS ORDINANCE NO. 16-82 AN ORDINANCE OF THE TOWN OF PROSPER, TEXAS, GRANTING TO DENTON COUNTY ELECTRIC COOPERATIVE, INC., D/B/A COSERV ELECTRIC, AND ITS SUCCESSORS AND ASSIGNS, THE NON-EXCLUSIVE RIGHT TO USE AND OCCUPY RIGHTS-OF-WAY WITHIN THE TOWN OF PROSPER, TEXAS, FOR THE CONSTRUCTION AND OPERATION OF AN ELECTRIC TRANSMISSION AND DISTRIBUTION SYSTEM; PRESCRIBING CONDITIONS GOVERNING THE USE OF THE PUBLIC RIGHTS-OF-WAY; PROVIDING FOR COMPENSATION THEREFORE, PROVIDING FOR AN EFFECTIVE DATE AND A TERM OF SAID FRANCHISE, PROVIDING FOR WRITTEN ACCEPTANCE OF THIS FRANCHISE; FINDING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC; AND PROVIDING FOR SEVERABILITY. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THAT: SECTION 1. DEFINITIONS For the purpose of this Ordinance the following terms, phrases, words, abbreviations and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. A. "Town" shall mean the home rule municipal corporation designated as the Town of Prosper, Texas, and includes the territory that currently is or may in the future be included within the boundaries of the Town. Any territory that may be disannexed in the future shall not be included within the boundaries of the Town upon the effective date of the disannexation. B. "CIAC" shall mean all payments received by Cooperative for contributions in aid of construction performed within the boundaries of the Town, including but not limited to System Benefit Charges and Facilities Charges, on contracts entered into after the Effective Date. C. "Cooperative" shall mean Denton County Electric Cooperative, Inc., d/b/a CoSery Electric, a Texas electric cooperative corporation, and its successors and assigns. D. "Effective Date" shall be the date specified in Section 22 of this Ordinance. E. "Electric Distribution System" or "System" shall mean the Cooperative's system of cables, wires, lines, poles, towers, anchors, guy wires, insulators, transformers, substations, conduits, ducts, and any associated equipment, or plant, or other facilities designed and constructed for the purpose of producing, transmitting or distributing electricity to or from customers or locations within the Town, as the same now exists and may from time to time be placed, removed, constructed, reconstructed, extended and maintained. F. "Governmental or Regulatory Authority" means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, or any state, county, municipality or other political subdivision. G. "Gross Revenues" shall mean the operating revenue for electric services provided by the Cooperative to its customers within the corporate boundaries of the Town pursuant to the accounting principles established by the Rural Utilities Service of the U. S. Dept. of Agriculture in 7 CFR 1767, including specifically 1767.26, Accounts 440-456, as amended, except as modified herein, including: H. J (1) all operating revenues received by the Cooperative from the sale of electricity to all classes of customers within the Town; (2) all operating revenues derived from the Cooperative's service fees as defined in CFR 1767.26, Accounts 440-456, including, but not limited to, the following: (a) charges to connect, disconnect, or reconnect service within the Town; (b) charges to handle returned checks from consumers within the Town; and (c) such other service charges and charges as may, from time to time, be authorized in the rates and charges of the Cooperative; and (3) franchise fees collected from the Cooperative's customers located within the corporate boundaries of the Town. The term "Gross Revenues" shall not include: (1) the revenue of any person including, without limitation, an affiliate of the Cooperative, to the extent that such revenue is also included in Gross Revenues of the Cooperative; (2) other than Franchise Fees, any taxes or fees required to be remitted to a third party including the Town; (3) any interest income earned by Cooperative; (4) all monies received from the lease or sale of real or personal property; (5) any amounts billed or collected from Cooperative's members for refundable membership fees and deposits; (6) amounts derived from CIAC or any franchise fee assessed on CIAC; (7) sales of energy or electric service for resale or to wholesale customers; (8) reimbursements for damage to or relocation of any part of the System; (9) amounts billed or collected by the Cooperative from its customers for charitable contributions such as Operation Roundup®; (10) revenues billed but not ultimately collected or received by the Cooperative; (11) Pole Attachment Revenue or any franchise fee assessed on Pole Attachment Revenue; and (12) State or federal grants or reimbursements. "Laws" shall mean any and all federal, state and local statutes, constitutions, ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative orders, certificates, orders, or other requirements of the Town or other governmental agency having joint or several jurisdiction over the parties to the Franchise granted herein, in effect either as of the Effective Date or at any time during the term of the Franchise granted herein. "Pole Attachment Revenue" shall mean the amount calculated by dividing the total amount of pole attachment revenue received by the Cooperative in a calendar year by the total number of Cooperative's meters in service as of December 31 of such calendar year, and multiplying that result by the number of Cooperative's meters in service within the corporate boundaries of the Town as of December 31 of such calendar year. "Public Right -of -Way" shall mean all present and future public streets, public thoroughfares, highways and alleys owned by Town, and all present and future public utility easements located on property owned by the Town that allow the use of Cooperative's facilities. This term shall not include county, state, or federal rights of way or any property owned by any person or agency other than the Town, Ordinance No.16-82, Page 2 except as provided by applicable Laws or pursuant to an agreement between the Town and any such person or agency. K. "Public Utility Commission of Texas" or "PUC" shall mean that agency as presently constituted by the laws of the State of Texas or any successor agency. L. "Tariff' shall mean the Tariff for Electric Service for Cooperative, effective as of June 21, 2012, and as subsequently revised or amended. SECTION 2. GRANT OF AUTHORITY. A. There is hereby granted to Cooperative and its successors and assigns, the right, privilege and franchise to construct, re -construct, extend, maintain, repair, remove and operate in, along, under and across the Public Rights -of -Way of Town an Electric Distribution System consisting of electric power lines, with all necessary or desirable appurtenances and communications cables, equipment, devices and other equipment (including underground conduits, poles, towers, wires, transmission lines and other structures, and telephone and communication lines for its own internal and non-commercial use), for the purposes of supplying, operating, managing, controlling, optimizing, and maintaining electric service to the Town, the inhabitants thereof, and persons, firms and corporations beyond the corporate limits thereof, and operating, managing, controlling, and maintaining local and regional distribution and/or transmission systems, for the term set out in Section 13 ("Franchise"). The Franchise granted herein does not grant to the Cooperative the right, privilege, or authority to engage in any other business within the Town requiring the grant of a right, privilege or authority by the Town, other than the provision of electric utility service. B. The Franchise granted herein does not establish any priority for the use of the Public Rights -of -Way by Cooperative or by any present or future recipients of franchise agreements, franchisees, or other permit holders. In the event of any dispute as to the priority of use of the Public Rights -of -Way, the first priority shall be to the public generally, the second priority to the Town, the third priority to the State of Texas and its political subdivisions in the performance of their various functions, and thereafter, as between recipients of franchise agreements, Cooperative and other permit holders, as reasonably determined by the Town in the lawful exercise of its powers, including the police power and other powers reserved to and conferred on it by the State of Texas. C. Cooperative acknowledges that by this Ordinance it obtains only the non-exclusive right to use the Public Rights -of -Way that is expressly granted herein. Cooperative acknowledges and accepts at its own risk that Town may make use of the Public Rights -of -Way in a manner that is inconsistent with Cooperative's placement and use of its Electric Distribution System located in the Public Rights -of -Way, and in that event Cooperative shall not be entitled to compensation from Town except to the extent Town is obligated to compensate Cooperative under applicable Laws. D. Cooperative shall have the right to lease, license or otherwise grant to a party other than Cooperative the use of its facilities within the Town's Public Rights -of -Way, provided that prior to the date of the initial attachment of the facilities of a new lessee, licensee, or user to Cooperative's facilities, Cooperative shall notify the Town of the name of the lessee, licensee, or user, the type of service(s) intended to be provided through the facilities, and the name and telephone number of a contact person associated with such lessee, licensee, or user. This authority to lease facilities within the Public Rights -of -Way shall not affect any such lessee, licensee, or user's obligation, if any, to pay franchise fees to the Town. Ordinance No. 16-82, Page 3 SECTION 3. PURPOSE. The provisions set forth in this Ordinance represent the terms and conditions under which Cooperative shall construct, re -construct, extend, repair, remove, operate and maintain the System within the Public Rights -of -Way of the Town. Except as otherwise provided in this Ordinance, the Town does not in any manner surrender or waive its regulatory or other rights and powers under and by virtue of the Constitution and statutes of the State of Texas as the same may be amended, nor any of its rights and powers under or by virtue of present or future charters or ordinances of the Town. Not included in the Franchise granted herein are any facilities (including any equipment attached in any way to Cooperative's facilities, whether owned by the Cooperative or not) that provide data delivery, cable service, telephone service, and/or any other service or product unrelated to the Cooperative's transmittal and delivery of electricity. SECTION 4. OPERATION, CONSTRUCTION AND MAINTENANCE OF ELECTRIC DISTRIBUTION SYSTEM. A. Cooperative's System shall be initially constructed so as not to unreasonably interfere with any existing publicly -owned or publicly -franchised water and wastewater lines, gas lines, storm sewer lines, open drainage areas, cable, fiber optic cable, roadways, sidewalks, alleys, traffic control devices, public signs, or any other publicly -owned or publicly -franchised facility. The Town shall have the right at any time to order and require Cooperative to remove and abate any part of its Electric Distribution System that is unnecessarily dangerous to life or property, and in case Cooperative, after notice, fails or refuses to act within a reasonable time, the Town shall have the power to remove or abate the same at the expense of Cooperative, all without compensation or liability for damages to Cooperative. B. Permits 1. Cooperative's facilities shall interfere as little as reasonably possible with Town -owned public works facilities and with vehicular and pedestrian use of Public Rights -of -Way. 2. Cooperative shall not be required to submit a permit application for the placement of facilities outside of the Public Rights -of -Way, however, Cooperative shall provide detailed drawings, in accordance with Cooperative's customary practice, reflecting Cooperative's installations on private property so that Town may verify compliance with Town ordinances related to zoning, development, building regulations, and setbacks, and for easement verification. 3. Cooperative shall submit a permit application to Town for the placement of new facilities, for upgrade or augmentation of existing facilities, or for replacement of existing facilities in the Public Rights -of -Way. Such permit application shall include: (a) complete plans and detailed drawings reflecting compliance with all applicable zoning, development, and building requirements of the Town; and (b) all additional information requested by Town reasonably related to the permit request. 4. Except as otherwise provided in this Section 4(B), following the submission of a permit application described herein, notice of Town's approval or denial of Cooperative's request for a permit shall be provided in accordance with Town's usual procedures for processing of permit applications. Ordinance No. 16-82, Pape 4 5. Town shall endeavor to complete its review of Cooperative's application within thirty (30) business days after Town's receipt of the permit application. Prior to the expiration of the said thirty (30) business day period, City shall request any additional information that is necessary to complete its review of Cooperative's application. City shall issue a decision regarding Cooperative's permit application within fifteen (15) business days of receipt of the additional information. If the additional information is not sufficient to complete the review of Cooperative's application, the City may request additional information. City shall issue a decision regarding the application within fifteen (15) business days of receipt of all additionally requested information. 6. If Town has not approved or denied Cooperative's request for a permit within: (a) Thirty (30) business days after receipt by Town of the permit application (if no additional information was requested by Town), or (b) The timeline established in Section 4(B)(5) after receipt by Town of all additional information requested by Town reasonably related to the permit request, then upon written request by Cooperative, the Town's Department Director in charge of the permit process shall, within fifteen (15) days after such written request, approve (and issue) the permit or deny the permit application in question. 7. Cooperative may proceed with the placement of the facilities described in its permit application if written notice of Town's approval or denial of Cooperative's request for a permit is not provided within the timeline pursuant to Section 4(B)(6) above. 8. A permit application for new overhead facilities not directly associated with a line extension for new electric service, or for overhead facilities to augment, upgrade, replace, or repair facilities within a Public Right -of -Way on existing poles (existing pole lines) containing overhead facilities, may not be denied for aesthetic reasons. 9. A permit application approved by the Town may be valid for a period of time consistent with the amount of time reasonably required and submitted in the permit application for the Cooperative to perform the work described in the permit application. City shall grant an extension for such time as reasonably required to complete such work upon Town's receipt of Cooperative's request in writing for such an extension, but in no case shall the extended period exceed six (6) months from date of such written request. % In determining the location of the Cooperative's new facilities within the Town, the Cooperative shall minimize interferences with then -existing or documented planned underground structures of the Town or with the existing facilities of other users of the Public Rights -of -Way. In determining the location of the facilities of the Town and other utility franchisees and other users of the Public Rights -of -Way within the Town, the Town shall take reasonable steps to minimize the interference with existing facilities of the Cooperative and shall require other utility franchisees or users of the Public Rights -of -Way to minimize interference with existing facilities of the Cooperative. Ordinance No. 16-82, Page 5 C. Cooperative's property and operations within the Public Rights -of -Way of the Town shall be subject to such reasonable and lawful rules and regulations of the Town or other Governmental or Regulatory Authority as may be authorized by applicable law from time to time for the protection of the public health, safety and welfare. This Ordinance shall in no way affect or impair the rights, obligations or remedies of the parties under the Texas Public Utility Regulatory Act, or other state or federal law. Nothing herein shall be deemed a waiver, release or relinquishment of either party's right to contest, appeal, or file suit with respect to any action or decision of the other party, including ordinances adopted by the Town that Cooperative believes are contrary to applicable Laws. D. Cooperative shall construct, re -construct, extend, repair, remove, maintain, operate and replace its facilities in accordance with its Tariff and in conformance with the applicable provisions of the National Electric Safety Code or such comparable standards as may be adopted by the Cooperative, provided such comparable standards are not in conflict with the National Electric Safety Code. Cooperative shall comply with applicable Laws and standards. E. Town may request that Cooperative place new facilities underground, provided that, if Cooperative otherwise would, pursuant to its Tariff, construct those facilities overhead, the Town or property developer shall (a) bear the cost differential between overhead and underground construction and facilities and (b) specify and provide, in compliance with the Cooperative's reasonable specifications and requirements, a location for such underground facilities. F. Cooperative and Town have agreed that Cooperative shall not be obligated to provide maps identifying all Cooperative facilities within the Town boundaries, provided however, that Cooperative agrees to provide reproducible copies of maps showing the location of all Cooperative primary electric lines within the Public Rights -of -Way at least annually upon request by Town. The maps shall be provided in electronic digital format, if available. In addition, upon request, Cooperative shall cooperate with the Town by identifying and locating, at locations specified by the Town, Cooperative's existing facilities such as underground conduits, manholes to access such underground conduits, and other appurtenances and by providing information to the Town regarding Cooperative's plans for future facilities. Maps provided to Town by Cooperative shall be maintained as confidential by the Town as provided in Section 15 hereof. Upon request, the Town shall cooperate with the Cooperative by identifying and locating, at locations specified by the Cooperative, Town's existing facilities such as water and sewer lines, storm drains, communications lines, and appurtenances. G. Any and all excavations and obstructions in and upon the Public Rights -of -Way and other public places in the Town caused by the Cooperative's operations under the Franchise granted herein shall be repaired and removed as quickly as is reasonably possible, under the circumstances. All excavations shall be repaired in a good and workmanlike manner and restored to at least the condition that existed prior to the excavation. All utilities, irrigation equipment, utility equipment, and any other improvements located in the Public Rights -of -Way and disturbed by the Cooperative's operations under the Franchise granted herein shall likewise be restored within a reasonable time to as good a condition as existed before the commencement of the work to the satisfaction of the Town. Replacement of sod is to be of like kind, smoothed, shaped, rolled and compacted for proper landscape maintenance. Cooperative warrants that any such restoration work performed in the Public Rights -of -Way shall be in satisfactory condition for a period of two (2) years after completion of restoration, to the extent that such restoration work has not been disturbed by others. In the event that the Cooperative fails to repair or restore an excavation site within fourteen (14) calendar days after receipt of written notice from the Town of a deficiency, the Town may, at its option, perform the needed repair or restoration and the Cooperative shall promptly reimburse the Town for the cost of such repair or restoration. Ordinance No. 16-62, Page 6 H. Town shall have the right to inspect all reconstruction or installation work and to make such tests as it deems necessary to ensure compliance with the terms of this Ordinance, or other applicable Town ordinances or pertinent provisions of law. I. The public shall be protected by barriers and lights placed, erected, marked and maintained by the Cooperative in accordance with standards set forth in the current Texas Manual on Uniform Traffic Control Devices as well as any other applicable local, state and federal requirements. Except for repairs, day-to-day maintenance, or in cases of emergency conditions, work conducted within the Public Rights -of -Way shall require an approved permit issued by the Town prior to commencement of work. In no instance shall Cooperative be required to pay fees or post bonds related to its use of the Public Rights -of -Way. J. Cooperative shall have the authority to trim or remove trees and vegetation upon or overhanging its System that may endanger or interfere with the System and its operation, and to prevent the vegetation and the branches of such trees from coming in contact with the System. The Cooperative's vegetation management practices shall be consistent with the safety requirements for pruning, repairing, maintaining, and removing trees endorsed by the American National Standards Institute (specifically the ANSI A300, titled "Best Management Practices, Utility Pruning of Trees"); NESC Section 218; and state law. Except during an emergency or the recovery after an emergency, Cooperative shall notify the Town and its residents at least three (3) days prior to entering onto property to perform any tree trimming activities. The Town will encourage new developments to make prudent tree selection and planting decisions around power lines. K. Upon the written request of any person holding a building moving permit issued by the Town, Cooperative shall remove, raise or lower its wires temporarily to permit the moving of a house, building or other bulky structure. The reasonable expense of such temporary removal, raising or lowering shall be paid by the benefitted person or persons and Cooperative may require such payment in advance. Cooperative shall be given not less than forty-eight (48) hours advance notice in writing to arrange for such temporary removal, raising or lowering. L. Nothing contained in this Ordinance shall be construed to require any pole attachments for electric light or power wires or electrical facilities or systems not provided by Cooperative, or any non -electric wires, facilities or systems, to be attached to Cooperative's poles or other physical plant. If the Town or any other person or entity desires pole attachments for any such electric or non -electric wires, facilities or systems not provided by Cooperative, then a further separate, non -contingent agreement shall be prerequisite to such attachments or such use of any trench space. Nothing herein shall prohibit Cooperative from requiring reasonable, non- discriminatory terms and from charging just compensation pursuant to a pole attachment or joint use agreement; however, any pole attachment or joint use agreement with a third party shall not be enforceable by the Town. M. In areas of the Town where the Town finds that the Public Rights -of -Way will not readily accommodate further facilities, the Town may require Cooperative to share trench space with the Town or any other person authorized to use such Public Rights -of -Way for the placement of its cables or ducts. Ducts, cables, or wires not owned by Cooperative shall be placed in trenches in compliance with applicable safety and construction standards in a manner that does not interfere with Cooperative's ducts, conduit, cables or wires. Nothing herein shall prohibit Cooperative from requiring reasonable, non-discriminatory terms and from charging just compensation for the use of its facilities or trench space; however, any such agreement with a third party shall not be enforceable by the Town. N. The Cooperative shall hold itself ready to furnish, subject to Section 4(L) above, such space as may be required from time to time by the Town upon the poles now owned or hereafter erected by the Cooperative in the Town for the use of the Town's police, fire alarm, communications, and traffic signal systems (for purposes of this Section hereafter referred to as Ordinance No. 16-82, Paye 7 "Town Systems"); provided that such Town use and placement shall be in compliance with applicable safety and construction standards and shall not interfere with Cooperative's System. The location on the poles of the Town Systems shall be determined on specific applications for space, at the time the applications are received from the Town, and will be allotted in accordance with the National Electrical Safety Code. In its wire construction on Cooperative's poles, the Town shall comply with the applicable suggestions, standards and requirements of the National Electrical Safety Code and such construction shall not interfere with or cause damage to the Cooperative's System. O. Town shall not sell, lease or otherwise make available any rights granted by Cooperative to Town to use Cooperative's facilities to any third party. Such rights are provided solely for the non-commercial, governmental use by the Town. SECTION S. RELOCATION OF FACILITIES. A. The Town reserves the right to lay, and permit to be laid, storm, sewer, gas, water, wastewater and other pipe lines, cable, 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 Cooperative. B. The Town 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 other public improvements. Upon request by Town, Cooperative shall relocate, remove, or alter its facilities at its expense whenever such relocation, removal, or alteration is made necessary by Public Right -of -Way or other public improvements, provided that the Town shall provide Cooperative with at least thirty (30) days prior written notice and shall specify and provide a new location for such facilities within the Public Rights -of -Way. If Cooperative believes that the cost is excessive to relocate, remove, or alter its facilities per the Town request, Cooperative shall have the opportunity to present alternative proposals for the Town's consideration. Town may request that Cooperative relocate existing overhead facilities underground when Cooperative is required to relocate facilities under this Section 5(8), provided that the Town or property developer shall (a) bear the cost differential between overhead and underground construction and facilities and (b) specify and provide, in compliance with the Cooperative's reasonable specifications and requirements, a new location for such facilities. C. When Cooperative is required by Town to remove or relocate its poles, towers, conduits, cables, and other facilities to accommodate Public Right -of -Way improvements, and Cooperative is eligible under Federal, State, County, Town or other local agencies or programs for reimbursement of costs and expenses incurred by Cooperative as a result of such removal or relocation and such reimbursement is required to be handled through Town, the Cooperative's costs and expenses shall be included in any application by Town for reimbursement, if Cooperative submits its cost and expense documentation to Town prior to the filing of the application. Town shall provide reasonable notice to Cooperative of the deadline for Cooperative to submit documentation of the costs and expenses of such removal or relocation to Town. D. If a Public Right -of -Way in which Cooperative has facilities is proposed to be vacated, eliminated, discontinued, or closed, Cooperative shall be notified of same at least sixty (60) days prior to such event, and all rights of Cooperative under this Ordinance to use same shall terminate, provided that a reasonable alternate route within the Public Right=of-Way is available for relocation of such facilities. Cooperative shall, as soon as reasonably possible, remove the Electric Distribution System from such Public Right -of -Way unless Cooperative obtains any necessary easements from the affected property owner to use the former Public Right -of -Way, or a court orders the provision of such easements. Where reasonably possible and to the extent consistent with the treatment of other utility facilities in the former Public Right -of -Way, Town shall Ordinance No. 18.82, Page 8 reserve easements for Cooperative to continue to use the former Public Right -of -Way. Cooperative shall bear the cost of any removal or relocation of the Electric Distribution System unless the vacation, elimination, discontinuance or closure is primarily for the benefit of a private party, in which case the private party shall bear such costs. E. If the Town requires the Cooperative to adapt or conform its facilities, or in any manner to alter, relocate, or change its property to enable any other entity to use, or use with greater convenience, said Public Rights -of -Way, the Cooperative shall not be bound to make such changes until such other entity shall have undertaken, with good and sufficient bond, to reimburse the Cooperative for any costs, loss, or expense which will be caused by, or arises out of such change, alteration, or relocation of Cooperative's property or facilities. SECTION 6. INDEMNITY. A. In consideration of the Franchise granted herein, Cooperative shall, at its sole cost and expense, indemnify and hold the Town, and its past and present officers, agents, and employees (the "Indemnitees") harmless against any and all liability arising from any claim, lawsuit, judgments, or action 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 Cooperative's or any of its officers, agents, or employees, intentional and/or negligent acts or omissions in connection with Cooperative's construction, maintenance and operation of Cooperative's System 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 Cooperative, its officers, agents OF 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 Town, or the Town's agents, representatives 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 Cooperative and the Town. C. In the event of joint and concurrent negligence or fault of both the Cooperative and the Town, responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas without, however, waiving any governmental immunity available to the Town 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 Cooperative and the Town, responsibility for all costs of defense shall be apportioned between the Town and Cooperative based upon the comparative fault of each. D. In fulfilling its obligations to defend and indemnify Town, Cooperative shall have the right to select defense counsel, subject to Town's approval, which approval will not be unreasonably withheld. Cooperative shall retain defense counsel within seven (7) business days of Town's written notice that Town is invoicing its right to indemnification under this Section 6. If Cooperative fails to retain counsel within such time period, Town shall have the right to retain defense counsel on its own behalf, and Cooperative shall be liable for all reasonable defense costs incurred by Town. SECTION 7. LIABILITY INSURANCE. Cooperative shall, at its sole cost and expense, obtain, maintain, or cause to be maintained, and provide, throughout the term of the Franchise granted herein, insurance in the amounts, types and coverages set forth below. Such insurance may be in the form of self- insurance to the extent not precluded by applicable law or by obtaining insurance, as follows: Ordinance No. 16-82, Page 9 A. Commercial general or excess liability on an occurrence or claims made farm with minimum limits of not less than five million dollars ($5,000,000) per occurrence and not less than ten million dollars ($10,000,000) aggregate. To the extent that coverage is maintained on a claims made form, the minimum limits are not less than ten million dollars ($10,000,000) per occurrence and not less than twenty million dollars ($20,000,000) aggregate. This coverage shall include the following: 1. Products/completed operations to be maintained for the warranty period specified in Section 4(G), provided however that no bond shall be required. 2. Personal and advertising injury. 3. Contractual liability. 4. Explosion, collapse, or underground (XCU) hazards. B. Automobile liability coverage with a minimum policy limit of not less than one million dollars ($1,000,000) combined single limit each accident. This coverage shall include all owned, hired and non -owned automobiles. C. Statutory workers' compensation benefits in accordance with the statutes and regulations of the State of Texas. Cooperative must provide the Town with a waiver of subrogation for workers' compensation claims. D. Cooperative must name the Town, which includes all authorities, commissions, divisions, and departments, as well as elected and appointed officials, agents, and volunteers, as additional insureds under the coverage required herein, except workers' compensation coverage. The certificate of insurance must state that the Town is an additional insured. E. Cooperative will require its contractors and subcontractors performing work within the Public Rights -of -Way to maintain, at their sole cost and expense, commercial general or excess liability on an occurrence or claims made form with minimum limits of not less than one million dollars ($1,000,000) per occurrence and not less than two million dollars ($2,000,000) aggregate. Such insurance shall be required under the same conditions as specified herein for Cooperative. Cooperative will maintain at all times, and will provide to Town upon request, proof of its contractors' and subcontractors' compliance with this requirement. F. The Cooperative will provide proof of insurance in accordance with this Ordinance within thirty (30) days of the effective date hereof and annually thereafter. Cooperative will not be required to furnish separate proof when applying for permits. G. All polices shall be endorsed to read: "THIS POLICY WILL NOT BE CANCELLED OR NON -RENEWED WITHOUT THIRTY (30) DAYS ADVANCE WRITTEN NOTICE TO THE TOWN EXCEPT WHEN THIS POLICY IS BEING CANCELLED FOR NONPAYMENT OF PREMIUM, IN WHICH CASE TEN (10) DAYS ADVANCE WRITTEN NOTICE IS REQUIRED. Ordinance No. 16-82, Page 10 SECTIONS. NON-EXCLUSIVE FRANCHISE. The Franchise granted herein is not exclusive, and nothing herein contained shall be construed so as to prevent the Town from granting other like or similar rights, privileges and franchises to any other person, firm, or corporation. SECTION 9. COMPENSATION TO THE TOWN. A. In consideration of the grant of said right, privilege and franchise by the Town and as full payment for the right, privilege and franchise of using and occupying the said Public Rights - of -Way, Cooperative shall pay to the Town a franchise fee as set forth herein ("Franchise Fee"). 1. The Franchise Fee shall be 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 Town may impose or hereafter be authorized or empowered to levy and collect, excepting only the usual general or special ad valorem taxes which the Town is authorized to levy and impose upon real and personal property, sales and use taxes, and special assessments for public improvements. 2. The Franchise Fee on Gross Revenues and CIAC shall be paid quarterly, within forty-five (45) days after the end of each calendar quarter (i.e., by May 15, August 15, November 15, and February 15 of each year of this Franchise term); and the Franchise Fee on Pole Attachment Revenue shall be paid annually by May 15. 3. Quarterly payments shall be a sum comprised of the following: (a) a sum equal to four percent (4%) of Gross Revenues received by Cooperative for the immediately preceding calendar quarter; and (b) a sum equal to four percent (4%) of CIAC received by Cooperative for the immediately preceding calendar quarter. 4. The Franchise Fee on Pole Attachment Revenue shall be four percent (4%) of Pole Attachment Revenue received by Cooperative for the immediately preceding calendar year. 5. Payments shall continue in like manner for any extension of the Franchise granted herein as provided in Section 13 hereof. B. With each payment of compensation required by Section 9(A), Cooperative shall furnish to the Town a statement, executed by an authorized officer of Cooperative or designee, in sufficient detail to show how each component of the payment described herein was arrived at and how the amount paid to the Town was determined for the pertinent quarter. C. If either party discovers that Cooperative has failed to pay the entire or correct amount of compensation due, the correct amount shall be determined by mutual agreement between the Town and Cooperative and the Town shall be paid by Cooperative within thirty (30) calendar days of such determination or such additional time as mutually agreed to by the Town and Cooperative. Any overpayment to the Town through error or otherwise will, at the sole option of the Town, either be refunded or offset against the next payment due from Cooperative. Acceptance by the Town of any payment due under this Section shall not be deemed to be a waiver by the Town of any breach of this Ordinance, nor shall the acceptance by the Town of any such payments preclude the Town from later establishing that a larger amount was actually due or from collecting any balance due to the Town. Ordinance No. 18-82, Page 11 D. Interest on late payments and underpayments shall be calculated in accordance with the interest rate for customer deposits established by the Public Utility Commission of Texas in accordance with Texas Utilities Code § 183.003, as amended, for the time period involved. E. No taxes, fees, or other payments by Cooperative to the Town, including, but not limited to, ad valorem taxes, shall reduce the Franchise Fees payable to the Town hereunder, except as agreed to in writing by the Town. F. Within thirty (30) days after the effective date of this Ordinance, the Town shall provide Cooperative (at the notice address specified in Section 18) with maps clearly showing the location of the boundaries of the Town. Within thirty (30) days after Town annexes property into, or disannexes property from, the territory of Town, Town shall provide Cooperative (at the notice address specified in Section 18) with maps clearly showing the location of the boundaries of such annexed or disannexed property. Within sixty (60) days, or such additional time as mutually agreed to by the Town and Cooperative, after Cooperative's receipt by certified mail of (i) written notice from the Town that the Town has annexed territory into the Town and (ii) maps showing clearly the areas annexed, the Cooperative shall revise its accounting records to include the annexed territory, and Cooperative's customers therein, within the Town. After such time period, each kilowatt hour of electricity delivered by Cooperative to each retail customer whose consuming facility's point of delivery is located within such annexed area shall be included in the calculation of the amount described in Section 9(A) above. G. Cooperative is hereby authorized to surcharge to customers within the Town all or any portion of the Franchise Fee that is the subject of this Ordinance. All bills for service rendered within the Town may be adjusted so as to recover the Franchise Fee that is the subject of this Ordinance, less any percentage that is recovered by Cooperative through base rates or other charges. SECTION 10. ACCOUNTING MATTERS. A. Cooperative shall keep accurate books of account at its principal office for the purpose of determining the Franchise Fee amount due to the Town under this Ordinance. Cooperative shall retain such books, records, and documents and other evidence pertaining to the Franchise granted herein and Franchise Fee payments due hereunder for a period of not less than five (5) years, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. Each of the terms "books," "records," "documents," and "other evidence" as used herein shall be construed to include electronic files. B. The Town may conduct an audit or other inquiry in relation to a Franchise Fee payment made by Cooperative or may pursue a cause of action in relation to Cooperative's payment of any Franchise Fee only if such audit, inquiry, or pursuit of a cause of action concerns a payment made less than two (2) years before the commencement of such audit, inquiry, or pursuit of a cause of action. Provided, the Town shall not, after the Effective Date of this Ordinance, initiate an audit of or seek any other remedies related to the Franchise Fee payments by the Cooperative for any period prior to the Effective Date of this Ordinance. The Town may, if it sees fit, upon reasonable notice to the Cooperative, examine, audit, and obtain copies of the books and records of the Cooperative related to the Franchise Fee. Cooperative shall make available all requested books, records, documents and other evidence within thirty (30) calendar days of Town's written request for same. C. If the results of any audit indicate that Cooperative (i) paid the correct Franchise Fee, (ii) overpaid the Franchise Fee and is entitled to a refund or credit, or (iii) underpaid the Franchise Fee by five percent (5%) or less, then the Town shall pay the costs of the audit. If the Ordinance No. 16-82, Page 12 results of the audit indicate the Cooperative underpaid the Franchise Fee by more than five percent (5%), then the Cooperative shall pay the reasonable costs of the audit. D. Upon the reasonable request of the Town, the Cooperative shall use commercially reasonable efforts to make available to the auditor at the Cooperative's offices where such records are maintained and such personnel are located, during the Cooperative's regular business hours and upon reasonable notice, such personnel and records as the Cooperative, in its reasonable discretion, determines are necessary or appropriate to the Town's request in order to complete such audit, and shall make no charge to the Town therefor; provided, however, any copy expenses or other out-of-pocket expenses incurred by the Cooperative as a result of requests by the Town or its auditor, shall be the responsibility of the Town and the Town shall promptly pay the reasonable cost thereof to the Cooperative. 1. If as the result of any Town audit, Cooperative is refunded/credited for an overpayment or pays the Town for an underpayment of the Franchise Fee, such refund/credit or payment shall be made pursuant to the terms established in Sections 9(C) and 9(D). 2. If as a result of a subsequent audit, initiated within two (2) years of an audit which resulted in Cooperative making a payment to the Town due to an underpayment of the Franchise Fee of more than five percent (5%), Cooperative makes another payment to the Town due to an underpayment of the Franchise Fee of more than five percent (5%), the Town may also recover interest on the total amount of underpayment at the interest rate in effect on the date of the invoice (calculated as provided in Section 9(D) hereof), plus two percent (2%) on the entire amount from the date of invoice. 3. If the results of the audit indicate that the Cooperative underpaid the Franchise Fee by more than five percent (5%), and the Cooperative is unable to produce reasonable evidence that the results of the audit are not accurate, then the Cooperative shall pay to the Town a penalty equal to five percent (5%) of the total amount underpaid in addition to the total amount underpaid. No penalty shall be assessed for uncollected Franchise Fees by Cooperative; however, the Cooperative shall provide evidence of the actual amount of uncollected Franchise Fees. Interest on the total amount of underpayment shall be paid at the interest rate in effect on the date the original payment was due (calculated as provided in Section 9(D) hereof), plus two percent (2%), and interest shall be calculated from the time the original amount was due. Any additional amount due to Town hereunder shall be paid within thirty (30) days from the date of invoice. Any amount not paid within thirty (30) days from the date of the invoice will cause interest to be payable at the interest rate in effect on the date of the invoice (calculated as provided in Section 9(D) hereof), plus two percent (2%) on the entire amount from the date of invoice. E. The Cooperative shall assist the Town in its review by responding to all requests for information no later than thirty (30) days after receipt of a request unless a different schedule is agreed to by the Town and Cooperative. SECTION 11. RIGHT OF RENEGOTIATION. A. Should either Cooperative or the Town have cause to believe that a change in circumstances relating to the terms of the Franchise granted herein may exist, it may request that the other party provide it with a reasonable amount of information to assist in determining whether Ordinance No. 16-82, Page 13 a change in circumstances has taken place. If the Cooperative elects to participate in customer choice (i.e., retail competition), it shall notify the Town within thirty (30) days of the Cooperative's election to so participate. B. Should either party hereto determine that based on a change in circumstances, it is in such party's best interest to renegotiate all or some of the provisions of this Ordinance, then the other party agrees to enter into good faith negotiations. Said negotiations shall involve reasonable, diligent, and timely discussions about the pertinent issues and a resolute attempt to settle those issues. The obligation to engage in such negotiations does not obligate either party to agree to an amendment of this Ordinance as a result of such negotiations. A failure to agree does not show a lack of good faith. If, as a result of renegotiation, the Town and Cooperative agree to a change in a provision of this Ordinance, the change shall become effective upon passage of an ordinance by the Town in accordance with the Town Charter and acceptance of the ordinance by Cooperative. SECTION 12. TRANSFER AND ASSIGNMENT. The Franchise granted herein shall not be assigned or transferred without the written consent of the Town, which consent shall not be unreasonably withheld, provided, however, that Cooperative may assign its rights under this Ordinance to a parent, subsidiary, affiliate or successor entity without such consent, so long as (i) such parent, subsidiary, affiliate or successor assumes all obligations of Cooperative hereunder, and (ii) is bound to the same extent as Cooperative hereunder. Cooperative shall give the Town sixty (60) days prior written notice of any assignment to a parent, subsidiary, affiliate or successor entity. Any required consent shall be expressed by an ordinance that fully recites the terms and conditions, if any, upon which such consent is given. Any assignment or transfer effected prior to the Town's approval thereof, if required, shall authorize the Town to treat such assignment or transfer as an Uncured Event of Default and immediately implement the provisions of Section 14, including the right to terminate the Franchise granted herein. SECTION 13. TERM. This Ordinance shall become effective on the Effective Date and shall expire on December 31 of the calendar year in which the tenth (10"') anniversary of the Effective Date occurs; provided that, unless written notice of non -renewal is given by either party hereto to the other not less than six (6) months before the expiration of the Franchise granted herein, it shall be automatically renewed for an additional period of one (1) year from such expiration date and shall be automatically renewed thereafter for like periods until canceled by written notice given not less than six (6) months before the expiration of any such renewal period. SECTION 14. DEFAULT, REMEDIES AND TERMINATION. A. Events of Default. The occurrence, at any time during the term of the Franchise granted herein, of any one or more of the following events, shall constitute an Event of Default by Cooperative under this Ordinance: 1. The failure of Cooperative to pay the Franchise Fee on or before the due dates specified herein. 2. Cooperative's breach or violation of any of the terms, covenants, representations or warranties contained herein or Cooperative's failure to perform any material obligation contained herein. B. Uncured Events of Default. Ordinance No. 16-82, Page 14 1. Upon the occurrence of an Event of Default which can be cured by the immediate payment of money to Town or a third party, Cooperative shall have thirty (30) calendar days after receipt of written notice from Town of an occurrence of such Event of Default (or such longer time as the Town may specify in such notice) to cure same before Town may exercise any of its rights or remedies pursuant to Section 14(C). 2. Upon the occurrence of an Event of Default by Cooperative which cannot be cured by the immediate payment of money to Town or a third party, Cooperative shall have sixty (60) calendar days (or such additional time as may be agreed to by the Town) after receipt of written notice from Town of an occurrence of such Event of Default to cure same before Town may exercise any of its rights or remedies pursuant to Section 14(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 Town to exercise the remedies pursuant to Section 14(C). C. Remedies. Upon receipt of a notice of an alleged Uncured Event of Default as described in Section 14(B), which notice shall specify the alleged failure with reasonable particularity, the Cooperative shall, within the time periods specified in Section 14(B) or such longer period of time as the Town may specify in such notice, either cure such alleged failure or, in a written response to the Town, either present facts and arguments in refuting 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 or the Town determines that an unexcused Uncured Event of Default has occurred, Town shall be entitled to exercise any and all of the following cumulative remedies; 1. The commencement of an action against Cooperative 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, which as a matter of equity, are specifically enforceable. 3. The termination of the Franchise granted herein. D. Remedies Not Exclusive. The rights and remedies of Town and Cooperative set forth in this Ordinance shall be in addition to, and not in limitation of, any other rights and remedies provided by law or in equity. Town and Cooperative understand and intend that such remedies shall be cumulative to the maximum extent permitted by law and the exercise by Town of any one or more of such remedies shall not preclude the exercise by Town, 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 Ordinance, Town 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 Ordinance. E. Termination. The Franchise granted herein may be terminated only in accordance with the provisions of Section 14(C). Town shall notify Cooperative in writing at least thirty (30) business days in advance of the Town Council meeting at which the questions of termination shall be considered, and Cooperative shall have the right to appear before the Town Council in person or by counsel and raise any objections or defenses Cooperative may have that are relevant to the proposed forfeiture or termination. The final decision of the Town Council may be appealed to any court or regulatory authority having jurisdiction. Upon timely appeal by Cooperative of the Town Council's decision terminating the Franchise granted herein, the effective date of such termination shall be either when such appeal is withdrawn or a court order upholding the termination becomes final and unappealable. If no appeal is filed, the effective date of such Ordinance No. 16-62, Page 15 termination shall be the thirtieth (30"') day following the date of the final termination decision of the Town Council. Until the termination becomes effective the provisions of the Franchise granted herein shall remain in effect for all purposes. F. The failure of the Town to insist in any one or more instances upon the strict performance of any one or more of the terms or provisions of this Ordinance 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 Town unless said waiver or relinquishment is in writing and signed by the Town. SECTION 1S. PUBLIC INFORMATION. If the Cooperative provides confidential or proprietary information to the Town, the Cooperative shall be solely responsible for identifying such information with markings calculated to bring the Town's attention to the proprietary or confidential nature of the information, provided it is expressly understood and agreed that all maps and all information concerning Franchise Fee calculation and payments and audit information furnished by or on behalf of the Cooperative to the Town or its auditors or consultants shall be deemed strictly confidential and subject to the Town's agreement in the next sentence. The Town agrees to maintain the confidentiality of any information obtained from Cooperative so designated to the fullest extent allowed by law. If the Town is not permitted by applicable law to maintain such confidentiality, the Town shall notify the Cooperative of such fact at the time the Town requests any such information from the Cooperative or, in all other events, prior to receiving such information from the Cooperative. Town shall not be liable to Cooperative for the release of any information the Town is required to release by law. Town shall provide notice to Cooperative of any request for release of information designated as confidential or proprietary prior to releasing the information so as to allow Cooperative adequate time to pursue available remedies for protection. If the Town receives a request under the Texas Public Information Act that includes information designated by Cooperative as proprietary or confidential, Town will notify the Texas Attorney General of the asserted proprietary or confidential nature of the document(s). The Town also will provide Cooperative with a copy of such notification to the Texas Attorney General, and thereafter Cooperative is responsible for establishing that an exception under the Texas Public Information .Act allows the Town to withhold the information. SECTION 16. PUBLIC PURPOSE. All of the provisions contained in this Ordinance are hereby declared to be for a public purpose, and are in the interests of the health, safety, and welfare of the general public. SECTION 17. SEVERABILITY; ORDINANCE CONTROLLING. If any provision, section, subsection, sentence, clause or phrase of this Ordinance is for any reason held by a court of competent jurisdiction 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 Ordinance 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. Both the Cooperative and the Town expressly recognize that this Ordinance creates a binding and enforceable contract between them, which contract may not be amended without written consent of both the Cooperative and the Town. Should any inconsistency or conflict exist between the provisions of this Ordinance and the Town's charter or another ordinance or ordinances, then the provisions of this Ordinance shall control to the extent of such inconsistency or conflict to the extent not prohibited by law. Ordinance No. 16-82, Page 16 SECTION 18. NOTICE. Any notices required or desired to be given from one party to the other party to this Ordinance shall be in writing and shall be given and shall be deemed to have been served and received if: (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is deemed served and received by the other party as provided above, the last address of such party designated for notice shall remain such party's address for notice. TOWN COOPERATIVE Town of Prosper, Texas Denton County Electric Cooperative, Inc., 121 W. Broadway d/b/a CoSery Electric Prosper, Texas 75078 7701 S. Stemmons Freeway Attention: Town Manager Corinth, Texas 76210-1842 Attention: President SECTION 19. ACCEPTANCE. In order to accept the Franchise granted herein, Cooperative must file with the Town Secretary its written acceptance of this Ordinance within sixty (60) days after the Town provides written notice to Cooperative of this Ordinance's final passage and approval by Town (the "Town Adoption Notice"). Cooperative shall reimburse Town for publication expenses incurred by Town in connection with Town publishing this Ordinance for purposes of public notification of the accepted Franchise to the extent that such expenses do not exceed the cost to publish the caption of this Ordinance in accordance with Section 52.013(a) of the Texas Local Government Code, Upon Cooperative's written acceptance of the terms of this Ordinance, all claims of Town and Cooperative under any prior franchise ordinance or other agreement between the parties that were or could have been made by either party shall be forever waived and extinguished. SECTION 20. FUTURE AMENDMENTS. This Ordinance may be amended only by an ordinance adopted by the Town and accepted by the Cooperative in writing. SECTION 21. ORDINANCE PASSED AT PUBLIC MEETING. It is hereby officially found that the meeting at which this Ordinance is passed is open to the public and that due notice of this meeting was posted, all as required by law. SECTION 22. EFFECTIVE DATE. Upon the filing of Cooperative's written acceptance of the Franchise granted herein, this Ordinance shall become effective as of the first day of the calendar month that is not less than sixty (60) days after the final adoption of this Ordinance by the Town. Ordinance No. 18.82, Page 17 SECTION 23. REPEAL. This Ordinance shall supersede any and all other franchises granted by the Town to Cooperative, its predecessors and assigns. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, BY A VOTE OF ,5, TO -0 ON THIS THE 13TH DAY OF DECEMBER, 2016. e��1111f11�1 �oe�e OF P tl �� �d • e° o Y _ � V 4 • 0.4 P 6 p ` ATT� vo�. n.rnnnv r4 : l dA ?1FXAS ,r� Robyn Bate, Town Secretary APPROVED AS TO FORM AND LEGALITY: Terrence S. Welch, Town Attorney APPROVED: •~ CSC i Ray Sml , Mayor Ordinance No. 16-82, Page 18